KLN Logistics Group Limited - AGM Information 2012

MEMORANDUM

and

NEW ARTICLES OF ASSOCIATION

of

VITASOY INTERNATIONAL HOLDINGS LIMITED ( 維他奶國際集團有限公司 )

(Reprinted, with amendments, as at 9th September, 2004)

Incorporated the 6th day of March, 1940

“It is a consolidated version not formally adopted by shareholders at a general meeting.”

No. of Company: 1678

SPECIAL RESOLUTION

OF

VITASOY INTERNATIONAL HOLDINGS LIMITED

_________

Passed on 9th September, 2004

At an Annual General Meeting of the Company duly convened and held at Chater Rooms I & II, Function Room Level, The Ritz-Carlton Hong Kong, 3 Connaught Road Central, Hong Kong on Thursday, 9th September, 2004 the following resolution was duly passed as a special resolution:-

SPECIAL RESOLUTION

“THAT the Articles of Association of the Company shall be amended:

(1) By inserting the following definition immediately before the definition of “these Articles” in Article 2 of the Articles of Association:

““associate” shall have the meaning given to it by the Listing Rules;”

(2) By inserting the following definition immediately before the definition of “month” in Article 2 of the Articles of Association:

““Listing Rules” The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;”

(3) By inserting the following new article immediately before Article 78 of the Articles of Association:

“77A If any member is required under the Listing Rules to abstain from voting on any particular resolution or is restricted to vote only for or only against any particular resolution, any vote cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.”

(4) By inserting the words “Voting of interested members” as the new marginal note for the new Article 77A of the Articles of Association;

(5) By deleting the word “Every” appearing at the end of the seventeenth line of Article 92 of the Articles of Association;

(6) By inserting the following words “Without prejudice to any liability which an alternate Director may have to his appointer under the Statutes or otherwise, every” immediately before the word “person” appearing at the beginning of the eighteenth line of Article 92 of the Articles of Association;

(7) By deleting the word “not” appearing in the nineteenth line of Article 92 of the Articles of Association;

(8) By inserting the words “or any of his associates” immediately after the words “A Director” appearing in the first line of Article 98(A) of the Articles of Association;

(9) By inserting the words “or any of his associates’” immediately after the word “his” appearing in the fourth line of Article 98(A) of the Articles of Association;

(10) By inserting the words “or any of his associates” immediately after the word “he” appearing in the second line of Article 98(A)(i) of the Articles of Association;

(11) By deleting the word “his” appearing in the fifth line of Article 98(A)(i) of the Articles of Association and substituting by the word “such”;

(12) By inserting the words “or any of his associates” immediately after the word “his” appearing at the end of Article 98(A)(ii) of the Articles of Association;

(13) By inserting the words “or any of his associates” immediately after the word “he” first appearing in the second line of Article 98(B) of the Articles of Association;
(14) By inserting the words “or any of his associates” immediately after the word “Director” appearing in the first line of Article 98(B)(i) of the Articles of Association;

(15) By deleting the word “to” appearing in the second line of Article 98(B)(i) of the Articles of Association;

(16) By inserting the words “or any of his associates” immediately after the word “him” wherever appearing in Article 98(B)(i) of the Articles of Association;
(17) By inserting the words “or any of his associates” immediately after the word “himself” in Article 98(B)(ii) of the Articles of Association;

(18) By inserting the words “or any of his associates” immediately after the word “Director” in Article 98(B)(iii) of the Articles of Association;

(19) By inserting the words “or any of his associates” immediately after the word “Director” in Article 98(B)(iv) of the Articles of Association;

(20) By inserting the words “or any of his associates” immediately after the word “Director” wherever appearing in Article 98(B)(v) of the Articles of Association;

(21) By inserting the words “or any of their associates” immediately after the word “Directors” appearing in Article 98(B)(vi) of the Articles of Association;

(22) By inserting the words “or any of his associates” immediately after the word “Director” appearing in Article 98(B)(vi) of the Articles of Association;

(23) By inserting the words “or any of his associates’” immediately after the word “his” appearing in Article 98(B)(vi) of the Articles of Association;

(24) By inserting the words “or any of his associates” immediately after the word “Director” appearing in the first and second line of the last paragraph of Article 98(B)(vii) of the Articles of Association;

(25) By deleting the word “is” appearing in the fourth line of the last paragraph of Article 98(B)(vii) of the Articles of Association and substituting thereof by the word “are”;

(26) By deleting the sentence “For the purpose of this paragraph (B), the term “associates” shall mean in relation to such Director:-” appearing in the paragraph immediately after Article 98(B)(vii) of the Articles of Association;
(27) By deleting the entire clause 98(B)(I) of the Articles of Association;
(28) By deleting the entire clause 98(B)(II) of the Articles of Association;
(29) By deleting the entire clause 98(B)(III) of the Articles of Association;
(30) By inserting the words “or any of his associates” immediately after the word “he” appearing in the second line of Article 98(C) of the Articles of Association;
(31) By inserting the words “or any of his associates” immediately after the word “he” appearing in the fifth line of Article 98(D) of the Articles of Association;

(32) By inserting the phrase “(or interest of any of his associates)” immediately after the word “interest” appearing at the end of the first line of Article 98(E) of the Articles of Association;

(33) By inserting the phrase “(or interest of any of his associates)” immediately after the word “Director” first appearing in the fifth line of Article 98(E) of the Articles of Association;

(34) By inserting the words “or such number as determined by the other manner of rotation, as may be required by the Statutes or the Listing Rules or other codes, rules and regulations as may be prescribed by the applicable regulatory authority from time to time,” immediately after the words “but not exceeding one third,” appearing in the third line of Article 104 of the Articles of Association;

(35) By deleting the words “not less than seven nor more than forty-eight days before the day appointed for the meeting” appearing in the second line of Article 107 of the Articles of Association and replacing with the following:

“during a period commencing on the day immediately after the date of despatch of the notice of the meeting appointed for such election and ending on the date falling seven days after the despatch of the said notice of meeting and in no event ending no later than

seven days prior to the date appointed for such meeting”;

(36) By deleting the word “Special” appearing in the first line of Article 111 of the Articles of Association and substituting by the word “Ordinary”;

(37) By deleting the sentence “A Director appointed as an executive Chairman or as Managing or Joint Managing Director shall not, while holding such office, be subject to retirement by rotation or be taken into account in determining the rotation of retirement of Directors.” appearing at the end of Article 113(A) of the Articles of Association;

(38) By adding the following new article immediately after Article 160 of the Articles of Association:

“161 Subject to the provisions of the Statutes, the Company may purchase and maintain for any Directors or officers of the Company any insurance.”

(39) By adding the words “Insurance for Directors and officers” as the new marginal note for the new Article 161 of the Articles of Association.”

(Sd.) Winston Yau-lai Lo Chairman of the Meeting

No. of Company: 1678

SPECIAL RESOLUTION

OF

VITASOY INTERNATIONAL HOLDINGS LIMITED

_________

Passed on 3rd September, 2003

At the Annual General Meeting of the Members of the Company held at Chater Rooms I & II, Function Room Level, The Ritz-Carlton Hong Kong, 3 Connaught Road Central, Hong Kong on Wednesday, 3[rd] September, 2003, the following resolution was passed:-

AS SPECIAL RESOLUTION

“THAT Article 78 of the Articles of Association of the Company be amended by deleting from the second sentence the words “the Securities and Futures (Clearing House) Ordinance (Chapter 420 of the Laws of Hong Kong)” and substituting therefor the words “the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)”.”

(Sd.) Winston Yau-lai LO Chairman of the Meeting

No. of Company: 1678

RESOLUTIONS

OF

VITASOY INTERNATIONAL HOLDINGS LIMITED

_______

Passed on 6[th] September, 2000

At the Annual General Meeting of the Members of the Company held at Jade Ballroom 1, 3/F., Furama Hotel Hong Kong, One Connaught Road Central, Hong Kong on Wednesday, 6[th] September, 2000 at 3:00 p.m., the following resolutions were passed:

ORDINARY RESOLUTIONS

5.A. “THAT the authorised share capital of the Company be and is hereby increased from HK$200,000,000 to HK$800,000,000 by the creation of an additional 2,400,000,000 shares of HK$0.25 each of the Company ranking pari passu in all respects with the existing issued and unissued shares of the Company, except for the entitlements to the Bonus Shares (as defined below) and to the final dividend in respect of the year ended 31st March, 2000.”
B. “(a) THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of and permission to deal in the Bonus Shares to be issued pursuant to this Resolution, a sum of up to a maximum of HK$86,627,250 being part of the distributable reserves identified in the profit and loss account of the Company be capitalised and the Directors of the Company be and are hereby authorised and directed to apply such sum as capital in paying up in full at par up to a maximum of 346,509,000 unissued shares of HK$0.25 each in the capital of the Company (“Bonus Shares”) and to allot and issue such Bonus Shares credited as fully paid by way of bonus to the shareholders of the Company whose names appear on the Register of Members of the Company on 6th September, 2000 on the basis of one Bonus Share for every two shares of the Company held by such shareholders provided that:-
- (i) the Bonus Shares to be allotted and issued pursuant to this Resolution shall rank pari passu in all respects with the existing issued shares of the Company except that they shall not be entitled to participate in the final dividend in respect of the year ended 31st March, 2000; and
- (ii) no fractional entitlements to the Bonus Shares shall be issued but all such fractional Bonus Shares shall be aggregated and issued to a nominee to be named by the Directors and shall be disposed of at such time(s) as may be deemed appropriate by the Directors, with the net proceeds thereof retained for the benefit of the Company; and

(b) That the Directors be and are hereby authorised to do all such acts and things as they may deem necessary or expedient to give effect to the issue of the Bonus Shares.”

(Sd.) Winston Yau-lai Lo Chairman of the Meeting

No of Company: 1678

RESOLUTIONS

OF

VITASOY INTERNATIONAL HOLDINGS LIMITED

_______

Passed on 3[rd] September, 1998

At the Annual General Meeting of the Members of the Company held at Victoriana Room, 4/F, Furama Hotel Hong Kong, One Connaught Road Central, Hong Kong on Thursday, 3rd September, 1998, the following resolution was passed:-

AS ORDINARY RESOLUTION

5A. “(a) THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of and permission to deal in the Bonus Shares (as defined below) to be issued pursuant to this Resolution, a sum of up to a maximum of HK$33,881,625 being part of the distributable reserves identified in the profit and loss account of the Company be capitalised and the Directors of the Company be and are hereby authorised and directed to apply such sum as capital in paying up in full at par up to a maximum of 135,526,500 unissued shares of HK$0.25 each in the capital of the Company (“Bonus Shares”) and to allot and issue such Bonus Shares credited as fully paid by way of bonus to the shareholders of the Company whose names appear on the register of members of the Company on 3rd September, 1998 on the basis of one Bonus Share for every four shares of the Company held by such shareholders provided that:-

(i) the Bonus Shares to be allotted and issued pursuant to this Resolution shall rank pari passu in all respects with the existing issued shares of the Company except that they shall not be entitled to participate in the final dividend in respect of the year ended 31st March, 1998; and
(ii) no fractional entitlements to the Bonus Shares shall be issued but all such fractional Bonus Shares shall be aggregated and issued to a nominee to be named by the Directors and shall be disposed of at such time(s) as may be deemed appropriate by the Directors, with the net proceeds thereof retained for the benefit of the Company; and
(b) That the Directors be and are hereby authorised to do all such acts and things as they may deem necessary or expedient to give effect to the issue of the Bonus Shares.”

(Sd.) Winston Yau-lai Lo Chairman of the Meeting

Company No.1678

COMPANIES ORDINANCE (Chapter 32)

Company Limited by Shares

Special Resolution of VITASOY INTERNATIONAL HOLDINGS LIMITED

_________

Passed on the 6[th] day of September, 1996

At an Annual General Meeting of the Members of the Company held at Jade Ballroom 1, 3/F., Hotel Furama Kempinski Hong Kong, One Connaught Road, Central, Hong Kong on 6[th] September, 1996 the following resolutions were passed:-

SPECIAL RESOLUTION

“THAT the Articles of Association of the Company be and are hereby amended as follows:-
A. Article 11
- By deleting the words “twenty-one days” after the words “debentures and within” in the second line of Article 11 and by adding the words “ten business days (or such other period of time as any stock exchange in Hong Kong upon which any share capital is listed may from time to time provide)”;
B. Article 37

By adding the words “in such manner and/or by such means as the Board may from time to time (and whether generally or in any particular case) approve,” after the word “transferee” in the third line of Article 37;

C. Article 78

By adding the following words after the end of the Article:

“Without prejudice and in addition to the above, where that member is a recognised clearing house within the meaning of the Securities and Futures Ordinance (Chapter 420 of the Laws of Hong Kong), it may authorize such person or persons as it thinks fit to act as its representative (or representatives) at any members’ general meeting or any meeting of any class of members meeting provided that, if more than one person is so authorized, the authorization must specify the number and class of shares in respect of which each such person is so authorized. The person so authorized will be entitled to exercise the same power on behalf of the recognised clearing house as that clearing house (or its nominees) could exercise if it were an individual member of the Company.”

D. Article 98

By the addition of the following sub-clause after Article 98(B) (vi)

“(vii) any contract for the purchase or maintenance for any Director or Directors of insurance against liability.”

(Sd.)

Winston Yau-lai Lo Chairman of the Meeting

Company No. 1678

COMPANIES ORDINANCE (Chapter 32)

______ Company Limited by Shares

Special Resolution

of

VITASOY INTERNATIONAL HOLDINGS LIMITED

Passed on the 9th day of March, 1994

At an EXTRAORDINARY GENERAL MEETING of the Company held at The Hong Kong Country Club, Deep Water Bay, Hong Kong on 9th March, 1994 the following Resolutions were passed number (2) as a Special Resolution and the Resolutions numbered (3) and (6) as Ordinary Resolutions:-

RESOLUTIONS

“2. THAT, the consent in writing of the holder of all of the 100 Preferred Shares of $10.00 each in the capital of the Company to the redesignation of such shares as ordinary shares ranking pari passu in all respects with the existing issued shares in the capital of the Company having been obtained in accordance with Article 14 of the Company’s existing Articles of Association, the 100 Preferred Shares of $10.00 each in the capital of the Company be redesignated as ordinary shares of $10.00 each ranking pari passu in all respects with the existing issued shares of the Company.
THAT the Regulations contained in the printed document submitted to this Meeting and for the purpose of identification signed by the Chairman and marked “A” be and the same are hereby adopted as the Articles of Association of the Company in substitution for its existing Articles of Association.
THAT each of the existing issued and unissued shares of HK$10.00 each in the capital of the Company be and is hereby sub-divided into 40 shares of HK$0.25 each.

By Order of the Board (Sd.) Winston Lo Yau Lai Chairman of the Meeting

9th March, 1994

Company No.1678

COMPANIES ORDINANCE (Chapter 32)

_______ Company Limited by Shares

Special Resolution

of

VITASOY INTERNATIONAL HOLDINGS LIMITED

_____

Passed on the 28th day of December, 1993

At an Extraordinary General Meeting of the Company duly convened and held at Bayview Rooms 1, 2 and 3, The Hong Kong Country Club, Deep Water Bay, Hong Kong on 28th December, 1993 the following resolution was duly passed as a SPECIAL RESOLUTION:-

SPECIAL RESOLUTION

“THAT, subject to:-
(i) the passing of Resolution 2 set out in this Notice of Extraordinary General Meeting as an Ordinary Resolution of the Company; and
(ii) receipt by the Company of a letter from Dr. K.S. Lo in such form as may be approved by the Board of Directors containing (i) his resignation (conditional only upon the passing of the Resolutions set out in this Notice and the payment of the special cash dividend referred to in this Resolution) from the offices of Executive Chairman, Permanent Director and as an ordinary director of the Company and each of its subsidiaries and associated companies (other than Ping Ping Investment Company Limited) in which he holds office and (ii) an undertaking by him to vote in favour of all resolutions, and complete all actions and execute all documents which it may be reasonably necessary for him to do in his capacity as a substantial shareholder and former director of the Company, in order to obtain a listing for the Company (or a new holding company for the Group) on The Stock Exchange of Hong Kong Limited;

the following be and are hereby approved:-

(a) 100 existing shares of HK$10.00 each numbered 31 to 130 registered in the name of Dr. Lo, Kwee Seong be converted into, and redesignated as, 100 Preferred Shares of HK$10.00 having the rights and obligations set out in the Company’s Articles of Association as amended by this Resolution;
(b) the Company’s Articles of Association be amended by the addition of the following Article as Article 160:-

“The 100 Preferred Shares of HK$10.00 each in the capital of the Company shall confer upon the holders thereof the right to receive, on a pro rata basis, a special dividend of the aggregate amount of HK$45,000,000 subject only to the same being lawfully declared to the holders of the Preferred Shares by the Board of Directors of the Company in preference to all other holders of shares in the Company and shall

otherwise confer the same rights as, and rank pari passu in all respects with, the existing shares of the Company”;

(c) the Company having sufficient distributable reserves for the purpose, the Board of Directors be and is hereby authorised to declare a special cash dividend to the holders of the Preferred Shares of the total aggregate sum of HK$45,000,000 representing a dividend of HK$450,000 per Preferred Share, such dividend to be satisfied in cash within 7 days of the date of its declaration; and
(d) subject to, and with effect from, the declaration by the Board of the special cash dividend in accordance with paragraph (c) above, the Company’s Articles of Association be further amended as follows:-
(i) by the deletion of the words “whether a permanent or ordinary” on page 2 in the definitions of the “the Board” and “the Directors”;
(ii) by the deletion of the words “such of the Permanent Directors of the Company as are for the time being entitled to act as Permanent Directors and of” and of the words “such Permanent and Ordinary” from Article 83;
(iii) by the deletion of the words “inclusive of such persons as are entitled to act as Permanent Directors” from Article 84;
(iv) by the deletion of Article 85;
(v) by the deletion of Article 86;
(vi) by the deletion of the final sentence of Article 93 being “the provisions of paragraph (c) of this Article shall not apply to the Permanent Director”;
(vii) by the deletion of Article 102;
(viii) by the deletion of the words “Both Permanent and Ordinary Directors are” from Article 117 and their replacement with the words “Any Director is”;
(ix) by the deletion of the word “Ordinary” or “Permanent” prior to the word “Director” in each case where it occurs in the Articles of Association; and

the Board of Directors be and is hereby authorised to cause the Articles of Association of the Company to be reprinted incorporating all the amendments therein and additions thereto down to the date and time of the passing of this Resolution and to make such amendments in the numbering or cross-referencing of the said Articles or in the marginal notes thereto (which do not form part of the Articles of Association) as it shall think fit and that such reprinted Articles be and become thenceforth the Articles of Association of the Company.”

(Sd.) Sir Y.K. Kan Chairman of the Meeting

No.1678 編號

[C O P Y]

CERTIFICATE OF INCORPORATION

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THE HONG KONG SOYA BEAN PRODUCTS COMPANY, LIMITED ( 香港荳品有限公司 )

having by special resolution and with the approval of the Registrar of Companies changed its 經通過特別決議案及獲公司註冊官批准後，已將其 name, is now incorporated under the name of 名稱更改，該公司現在之註冊名稱為

VITASOY INTERNATIONAL HOLDINGS LIMITED ( 維他奶國際集團有限公司 )

Given under my hand this Twenty-first day of September One Thousand Nine Hundred 簽署於一九九 0 年九月二十一日。 and Ninety.

(Sd.) MRS. V. YAM

p. Registrar General (registrar of Companies) Hong Kong. 香港註冊總署署長暨公司註冊官 ( 註冊主任任李韻文代行 )

Company No. 1678

COMPANIES ORDINANCE (Chapter 32)

Company Limited by Shares

Ordinary Resolution

of

VITASOY INTERNATIONAL HOLDINGS LIMITED

Passed on the 8th day of August, 1990

At an ANNUAL GENERAL MEETING of the Company held at The Hong Kong Country Club, Deep Water Bay, Hong Kong on 8th August, 1990 the following Resolution was passed as a Ordinary Resolution:-

RESOLUTION

THAT the authorised capital of the Company be increased from HK$50,000,000.00 to HK$200,000,000.00 by the creation of 15,000,000 new shares of HK$10.00 each, the new shares ranking pari passu with the existing shares in all respects.

(Sd.) K. S. Lo Chairman

No.1678

[C O P Y]

CERTIFICATE OF INCORPORATION ON CHANGE OF NAME

Whereas

THE HONG KONG SOYA BEAN PRODUCTS COMPANY, LIMITED

was incorporated as a limited company under the Hong Kong Companies Ordinances 1932 on 6th March, 1940;

And whereas by special resolution of the Company and with the approval of the Registrar of Companies, it has changed its name;

Now therefore I hereby certify that the Company is a limited company incorporated as above under the name of THE HONG KONG SOYA BEAN PRODUCTS COMPANY, LIMITED ( 香港荳品有限公司 ).

Given under my hand this Nineteenth day of September One Thousand Nine Hundred and Eighty-nine.

Mrs. V. Yam

p. Registrar General (Registrar of Companies) Hong Kong

COMPANY NO. 1678

COMPANIES ORDINANCE (CHAPTER 32)

COMPANY LIMITED BY SHARES

SPECIAL RESOLUTIONS

OF

THE HONG KONG SOYA BEAN PRODUCTS COMPANY, LIMITED

Passed on the 2nd day of March, 1988

At an EXTRAORDINARY GENERAL MEETING of the Company duly convened and held at 3rd Floor, 41 Heung Yip Road, Aberdeen, Hong Kong on 2nd March, 1988, the following Resolutions were duly passed as SPECIAL RESOLUTIONS:-

RESOLUTIONS

THAT the Resolution set out as Resolution No.1 in the Notice convening the Extraordinary General Meeting of the Company held on 29th September 1987, namely:-

“THAT in accordance with Articles 108(p) and 122 of the Articles of Association of the Company, the sum of HK$20,500,000 being part of the amount now standing to the credit of the Company’s General Reserve be distributed by way of capital bonus to the members of the Company and that accordingly there be distributed out of the said General Reserve to each member in respect of each share in the capital of the Company registered in his name at the close of business on 4th September 1987 one fully paid share of HK$5 in the capital of Ping Ping Investment Company Limited presently owned by the Company.”

be and is hereby rescinded.

THAT the Resolution set out as Resolution No. 4 in the Notice convening the Extraordinary General Meeting of the Company held on 29th September 1987, namely:-

“THAT:-

(A) subject to the consent of the Registrar of Companies the name of the Company be changed to VITA INTERNATIONAL LIMITED;
(B) if the Registrar of Companies shall not consent to the name of the Company being changed to VITA INTERNATIONAL LIMITED then, but also subject to the consent of the Registrar of Companies, the name of the Company be changed to VITASOY INTERNATIONAL LIMITED.”

be and is hereby rescinded.

(Sd.) K. S. Lo Chairman

COMPANY NO.1678

THE COMPANIES ORDINANCE (CAP. 32)

COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

THE HONG KONG SOYA BEAN PRODUCTS COMPANY, LIMITED

At an EXTRAORDINARY GENERAL MEETING of the Company duly convened and held at 3rd Floor, 41 Heung Yip Road, Aberdeen, Hong Kong on Tuesday, 29th September, 1987 at 3:00 p.m. the following Resolution was duly passed as a SPECIAL RESOLUTION:-

RESOLUTION

THAT:-

(A) subject to the consent of the Registrar of Companies the name of the Company be changed to “VITA INTERNATIONAL LIMITED”;
(B) if the Registrar of Companies shall not consent to the name of the Company being changed to “VITA INTERNATIONAL LIMITED” then, but also subject to the consent of the name of the Registrar of Companies, the name of the Company be changed to “VITASOY INTERNATIONAL LIMITED”.

(Sd.) SIR Y.K. KAN Chairman of the Meeting

Reg. No. 1678

THE COMPANIES ORDINANCE (CAP. 32)

COMPANY LIMITED BY SHARES

Ordinary Resolution

Passed on the 29th September, 1987

At an EXTRAORDINARY GENERAL MEETING of the Company duly convened and held at 3rd Flr., 41 Heung Yip Road, Aberdeen, Hong Kong on Tuesday, 29th September, 1987, at 3:00 p.m., the following Resolution was duly passed as an Ordinary Resolution:-

Ordinary Resolution

“That in accordance with Articles 108(p) and 122 of the Articles of Association of the Company, the sum of HK$20,500,000 being part of the amount now standing to the credit of the Company’s General Reserve be distributed by way of capital bonus to the members of the Company and that accordingly there be distributed out of the said General Reserve to each member in respect of each share in the capital of the Company registered in his name at the close of business on 4th September 1987 one fully paid share of HK$5 in the capital of Ping Ping Investment Company Limited presently owned by the Company.”

(Sd.) SIR Y.K. KAN Chairman of the Meeting

THE COMPANIES ORDINANCE

ORDINARY RESOLUTIONS

OF

THE HONG KONG SOYA BEAN PRODUCTS COMPANY, LIMITED

At an Extraordinary General Meeting of the Members of the Company duly convened and held at World Trade Centre Club Hong Kong, Fanling Room, World Trade Centre, 2M/F., Causeway Bay, Hong Kong on 27th July 1983 at 6:00 p.m. the following resolutions were duly passed as Ordinary Resolutions of the Company:-

THAT it is desirable to capitalise the sum of HK$7,950,000.00 being part of the balance standing to the credit of the General Reserve, and that the Directors be and are hereby authorised and directed to appropriate such sum to the holders of ordinary shares registered on the Register of Members on 27th July 1983, in the proportion to the number of ordinary shares then held by them respectively and to apply such sum on behalf of such holders of ordinary shares in the proportion of one new share for every five ordinary shares then held and that such new shares shall rank for all purposes pari passu with the existing issued ordinary shares except that they shall not be eligible for final dividend for the year ended 31st March 1983.
THAT no fractional shares shall be issued to the holders of ordinary shares and that the Directors are hereby authorised to aggregate all fractional shares and then allot them unconditionally to The H.K. Soya Bean Products Co. Ltd. Staff Provident Fund.

(Sd.) K. S. Lo Chairman of the Meeting

THE COMPANIES ORDINANCE

ORDINARY RESOLUTION

OF

THE HONG KONG SOYA BEAN PRODUCTS COMPANY, LIMITED

At an Extraordinary General Meeting of the Members of the Company duly convened and held at Hibiscus Room, Shangri-La Hotel, 4 Ching Yee Road, Kowloon on the 30th day of July 1981 at 5:30p.m. the following resolution was duly passed as an Ordinary Resolution of the Company:-

“RESOLVED that it is desirable to capitalise the sum of HK$13,250,000.00 being part of the balance standing to the credit of the General Reserve, and that the Directors be and are hereby authorised and directed to appropriate such sum to the holders of ordinary shares registered in the Register of Members on 19th July 1981, in the proportion to the number of ordinary shares then held by them respectively and to apply such sum on behalf of such holders in paying up in full 1,325,000 new ordinary shares of $10.00 each in the capital of the Company, such shares to be allotted and distributed as fully paid up to and amongst such holders of ordinary shares in the proportion of one new share for every two ordinary shares then held and that such new shares shall rank for all purposes pari passu with the existing issued ordinary shares except that they shall not be eligible for final dividend for the year ended 31st March 1981.”

(Sd.) K. S. Lo Chairman of the Meeting

THE COMPANIES ORDINANCE

ORDINARY RESOLUTIONS

OF

THE HONG KONG SOYA BEAN PRODUCTS COMPANY, LIMITED

At an Extraordinary General Meeting of the Members of the Company duly convened and held at The Bank of East Asia Limited, No.10 Des Voeux Road Central, Hong Kong on the 27th day of July, 1977 at 6:30 p.m. the following resolutions were duly passed as Ordinary Resolutions of the Company:-

THAT the authorised capital of the Company be increased from $6,000,000.00 to $50,000,000.00 by the creation of 4,400,000 new shares of $10.00 each and that the said shares are to rank pari passu in every respect with the existing shares of the Company.
THAT it is desirable to capitalise the sum of HK$21,200,000.00, being as to HK$1,200,000.00 the amount standing to the credit of the General Reserve and as to HK$20,000,000.00 the surplus on re-valuation of the piece of land situated at A.I.L. 151, Wong Chuk Hang Road, Aberdeen, Hong Kong, and accordingly that such sum be set free for distribution amongst the holders of the Ordinary Shares of the Company on the Register of Members as at the 11th day of July 1977 in the proportion in which they hold such shares respectively on that date, on condition that the same be not paid in cash but be applied for by paying up in full at par 2,120,000 new Ordinary Shares of $10.00 each to be allotted and distributed credited as fully paid up to and amongst the said holders of Ordinary Shares in the proportion aforesaid and the directors shall give effect to this Resolution.

(Sd.) K. S. Lo Chairman

SPECIAL RESOLUTIONS

THE HONG KONG SOYA BEAN PRODUCTS CO., LTD.

At an Extraordinary General Meeting of The Hong Kong Soya Bean Products Co., Ltd. duly convened and held at the Board Room of Messrs. Lo and Lo, Jardine House, 7th Floor, Pedder Street, Hong Kong on Friday, 15th September, 1967 the following resolution was passed as a Special Resolution:-

It was resolved that the capital of the Company to be increased to $6,000,000.00 by the creation of 100,000 new shares of $10.00 each.

(Sd.) K. S. Lo Chairman

THE COMPANIES ORDINANCE, 1932

ORDINARY RESOLUTION

The Hong Kong Soya Bean Products Company, Limited

Passed the 3rd day of March, 1954.

At an Extraordinary General Meeting of the members of The Hong Kong Soya Bean Products Company, Limited duly convened and held at the registered office of the Company, Aberdeen Inland Lot No.151, Island Road, Aberdeen, in the Colony of Hong Kong, on Wednesday, the 3rd day of March 1954, the following resolution was duly passed as an Ordinary Resolution:-

That the capital of the Company be increased to $5,000,000.00 by the creation of 300,000 new shares of $10.00 each.

(Sd.) K. S. Lo Chairman

THE COMPANIES ORDINANCE, 1932

EXTRAORDINARY RESOLUTION

The Hong Kong Soya Bean Products Company, Limited

Passed the 6th day of March, 1951.

At an Extraordinary General Meeting of the members of The Hong Kong Soya Bean Products Company, Limited duly convened and held at Aberdeen Inland Lot No.151, Island Road, Aberdeen in the Colony of Hong Kong, on Tuesday, the 6th day of March 1951, the following resolution was duly passed as an Extraordinary Resolution:-

That the sum of $200,000.00 being part of the balance standing to the credit of the profit and loss account of the Company be transferred to the reserve fund of the Company.

(Sd.) K. S. Lo Chairman

THE COMPANIES ORDINANCE, 1932

ORDINARY RESOLUTION

OF

The Hong Kong Soya Bean Products Company, Limited

Passed the 6th day of March, 1951.

That it is desirable to capitalize the sum of $200,000.00 standing to the credit of the reserve fund of the Company and accordingly that such sum be and is hereby capitalised and that the same be applied on behalf of the persons who on the 31st day of March, 1950 were holders of the 20,000 Ordinary Shares of the Company in payment in full for the 20,000 new shares of the Company of the nominal value of $10.00 each, and that such 20,000 new shares credited as fully paid up be accordingly allotted to such persons respectively in the proportion of one of such new shares for every one of the said 20,000 shares then held by such persons respectively, and that the shares so allotted shall be treated for all purposes as an increase of the nominal amount of the capital of the Company held by each such shareholder and not as income, and further that such new shares shall, as from the first day of April, 1950 rank for dividend and in all other respects pari passu with the existing shares.

(Sd.) K. S. Lo Chairman

THE COMPANIES ORDINANCE, 1932

Company Limited by Shares

ORDINARY RESOLUTION

OF

The Hong Kong Soya Bean Products Company, Limited

Passed on the 6th day of December, 1949.

At the Ordinary General Meeting of the members of the abovenamed Company duly convened and held at No.28 Pottinger Street, Victoria in the Colony of Hong Kong, on the 6th December 1949, the following ordinary resolution was duly passed:

That the authorised capital of the Company be increased from $200,000.00 to $2,000,000.00 by the creation of 180,000 new shares of $10.00 each.

(Sd.) K. S. Lo Chairman

[C O P Y]

CERTIFICATE OF INCORPORATION

OF

The Hong Kong Soya Bean Products Company, Limited

I hereby certify that “THE HONG KONG SOYA BEAN PRODUCTS COMPANY, LIMITED” is this day incorporated under the Hong Kong Companies Ordinance, 1932, and that this Company is Limited.

GIVEN under my hand and seal of office this Sixth day of March One Thousand Nine Hundred and Forty.

L.S.

(Sd.) L. R. ANDREWES, Registrar of Companies, Hong Kong.

THE COMPANIES ORDINANCE, (Chapter 32)

Company Limited by Shares

MEMORANDUM OF ASSOCIATION

OF

VITASOY INTERNATIONAL HOLDINGS LIMITED

( 維他奶國際集團有限公司 )

∗ First - The name of the Company is “ VITASOY INTERNATIONAL HOLDINGS LIMITED ( 維他奶國際集團有限公司 ) ”.

Second - The registered office of the Company will be situate at Victoria in the Colony of Hong Kong.
∗ Third - The objects for which the Company is established are:-
(1) To carry on all or any of the businesses of manufacturers and merchants, importers, exporters, wholesalers, retailers, sub-contractors, agents, distributors, manufacturers’ representatives, dealers and general traders of beverages, food products, livestock and other goods, merchandise and commodities of all kinds including (but without limiting the generality of the foregoing) soya bean products, beans, wheat, salt and other materials, in connection with the manufacture of soya bean milk and other soya bean products, dairy products, soft drinks, teas, sugar cane drinks, isotonic drinks, fruit juices, juices, herbal drinks, mineral and distilled water, carbonated drinks and other beverages.
(2) To manufacture or prepare all manner of bottles, jars, cartons, casks and whatever kinds of containers for holding and storing soya bean products, and all other products which the Company may manufacture or deal in.
(3) To carry on business as food processors, caterers, restauranteurs, confectioners, licensed victuallers, hoteliers, farmers, horticulturalists and market gardeners.
(4) To carry on the business of advisers, consultants, researchers, analysts and brokers of whatsoever kind or nature in all branches of trade, commerce, industry and finance, and to provide or procure the provision of every and any service or facility required by any person, firm or company.
(5) To adopt such means of making known the products of the Company as may seem expedient including in particular by advertising and marketing the products by whatever means.
(6) To establish and carry on institutions of education, instruction or research and to provide for the giving and holding of lectures, scholarships, awards, exhibitions, classes and meetings for the promotion and advancement of education or the dissemination of knowledge generally.

∗ As amended by special resolutions passed on 23rd August, 1989 and 8th August 1990.

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(7) To purchase, subscribe for, underwrite, take or otherwise acquire and hold any shares, stock, bonds, options, debentures, debenture stock, obligations or securities in or of any company, corporation, public body, supreme, municipal, local or otherwise or of Government or State and to act as and perform all the functions of a holding company and to carry on, acquire, undertake and execute any business, undertaking, transaction or operation whether manufacturing, financial, mercantile, agricultural, extractive or otherwise.
(8) To erect, build, maintain and operate warehouses and to purchase, take on lease or in exchange, hire or otherwise acquire, and obtain options over, lands, buildings and generally any real or personal property, rights or privileges of any kind which the Company may deem necessary or convenient for or with reference to any of its objects, or capable of being profitably dealt with in connection with any of its property or rights for the time being.
(9) To apply for or acquire by purchase or otherwise, whether in Hong Kong or elsewhere, any patents, patent rights, secret processes, trade marks, copyright or other rights or monopolies, licences, concessions and the like, and to use, exercise, develop, assign or grant licences in respect of, or otherwise turn the same to account and to make, assist, or subsidise any experiments, researches or investigations.
(10) To purchase or otherwise acquire, obtain options over, take over, manage, supervise, control and undertake all or any part of the business, undertaking, goodwill, property, assets, rights and liabilities of any person or company, or to acquire the control of shares of any company or any interest therein and to act as a director or manager of any company.
(11) To improve, manage, develop, grant licences, easements and other rights over, exchange and in any other manner deal with or dispose of the undertaking, property, assets, rights and effects of the Company, or any part thereof, for such consideration as may be thought fit, and in particular for stock, shares, debentures, debenture stock or securities of any other company, whether fully or partly paid up.
(12) To pay for any property or rights acquired by the Company, and for any services rendered or to be rendered to the Company either in cash or in fully or partly paid shares, with or without preferred or deferred or guaranteed rights in respect of dividend or repayment of capital or otherwise, or in any securities which the Company has power to issue, or partly in one mode and partly in another and generally on such terms as may seem expedient.
(13) To lend any moneys or assets of the Company to such persons, firms or companies and on such terms as may be considered expedient, and either with or without security, and to invest and deal with moneys and assets of the Company not immediately required in any manner and to receive money and securities on deposit, at interest or otherwise.
(14) To borrow or raise money and to secure or discharge any debt or obligation of or binding on the Company in such manner as may be thought fit, and in particular by mortgages, or other charges upon the undertaking and all or any of the property and assets (present and future) and the uncalled or unpaid capital of the Company, or by the creation and issue on such terms and conditions as may be thought expedient of debentures or debenture stock, perpetual or otherwise, or other securities of any description.
(15) To enter into any commercial or other arrangements with any government or authority, supreme, municipal, local or otherwise, or with any corporation, company or person and to obtain or enter into any legislation, orders, charters, contracts, decrees, rights, privileges, licences, franchises, permits and concessions for any purpose and to carry out, exercise and comply with the same and to make, execute, enter into, commence, carry on, prosecute and defend all steps, contracts, agreements, negotiations, legal and other proceedings, compromises, arrangements and schemes and to do all other acts, matters and things which shall at any time appear conducive or expedient for the advantage or protection of the Company.
(16) To enter into any guarantee, contract of indemnity or suretyship (excluding fire and marine insurance business) whether by personal covenant or by mortgage or charge on all or any part of the undertaking, property or assets of the Company (including its uncalled capital) and in particular (without prejudice to the generality of the foregoing with or without
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consideration to guarantee or give security as aforesaid for the payment of any principal moneys, premiums, interest and other moneys secured by or payable under any obligations or securities including particularly the obligations or securities of any company which is (within the meaning of Section 2 of the Companies Ordinance (Chapter 32)) in relation to the Company, a holding company or a subsidiary of such holding company, or of the Company or which is otherwise associated with the Company in business.

(17) To issue securities which the Company has power to issue by way of security and indemnity to any person whom the Company has agreed, or is bound or willing to indemnify, or in satisfaction of any liability undertaken or agreed to be undertaken by the Company, and generally in every respect upon such terms and conditions and for such consideration (if any) as the Company may think fit (provided that nothing herein shall empower the Company to carry on fire or marine insurance business).
(18) To establish or promote or concur in establishing or promoting any other company or companies for the purpose of acquiring or undertaking all or any of the assets and liabilities of this Company, or for any other purpose which may seem directly or indirectly calculated to benefit this Company or to advance the objects or interests thereof, or to take and otherwise acquire and hold or dispose of shares, stock, debentures, debenture stock or other securities of any such company or companies.
(19) To establish branches outside Hong Kong and to entrust the management of such branches to an agent.
(20) To amalgamate or enter into partnership or joint venture with, and to co-operate in any way with or assist or subsidise any person, firm or company carrying on any business which this Company is authorised to carry on or possessed of property suitable for the purposes of the Company.
(21) To pay all expenses incidental to the formation or promotion of this or any other company, and to remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in or debentures or debenture stock or other securities of the Company, or in or about the promotion, formation or business of the Company, or of any other company promoted wholly or in part by this Company.
(22) To draw, make, accept, endorse, discount, negotiate, execute and issue, and to buy, sell and deal with bills of exchange, promissory notes and other negotiable or transferable instruments or securities.
(23) To appoint agents, experts and attorneys to do all or any of the above matters and things on behalf of the Company or any thing or matter for which the Company acts as agent or is in any other way whatsoever interested or concerned in any part of the world.
(24) To grant pensions or gratuities to any employees or officers (including Directors) or ex-employees or ex-officers (including ex-Directors) of the Company or the relations, connections or dependants of any such persons, and to pay or contribute to insurance schemes having such objects, and to establish or support associations, institutions, clubs, funds and trusts which may be considered likely to benefit any such persons or otherwise advance the interests of the Company or of its members, and to establish or contribute to any scheme for the purchase by trustees of fully paid shares in the Company to be held for the benefit of employees of the Company, including any Director holding a salaried employment or office in the Company, and to lend money to the Company’s employees to enable them to purchase fully paid shares in the Company, and to formulate and carry into effect any scheme for sharing the profits of the Company with its employees or any of them.
(25) To subscribe or guarantee money for any national, charitable, benevolent, public, general or useful object, or for any exhibition, or for any purpose which may seem likely, directly or indirectly, to further the objects of the Company or the interests of its members.
(26) To distribute among the members of the Company in specie by way of dividend or bonus or upon a return of capital any property or assets of the Company, or any proceeds of sale or disposal of any property or assets of the Company but so that no distribution amounting to a
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reduction of capital be made except with the sanction (if any) for the time being required by law.

(27) To hold in the names of others any property which the Company is authorised to acquire and to do all or any of the things and matters aforesaid in any part of the world and either as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents, sub-contractors or otherwise, and either alone or in conjunction with others; and to accept property on trust and to act as trustee, executor, administrator or attorney either gratuitously or otherwise.
(28) To procure the Company to be registered or incorporated in any part of the world.
(29) To do all such other things and to carry on such other business or businesses whatsoever and wheresoever as may, in the opinion of the Company, be necessary, incidental, conducive or convenient to the attainment of the above objects or any of them, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property, assets or rights, or otherwise likely in any respect to be advantageous to the Company.

AND it is hereby declared:-

(a) that the word “company” in this Clause, except where used in reference to this Company shall be deemed to include any partnership or other body of persons, whether incorporated or not incorporated, and whether domiciled in Hong Kong or elsewhere;
(b) that the intention is that the objects specified in each paragraph of this Clause shall, except where otherwise expressed in such paragraph, be independent main objects and be in no wise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company; and
(c) that the powers of the Company shall be as set forth in this Clause and the powers set forth in the Seventh Schedule to the Companies Ordinance (Chapter 32) are accordingly hereby expressly excluded.

Fourth - The liability of the members is limited.

∗ Fifth - The share capital of the Company is $800,000,000.00 divided into 3,200,000,000 shares of $0.25 each, with power for the Company to increase or reduce the said capital and to issue any part of its capital, original or increased with or without any preference, priority, or special privilege or subject to any postponement of right, or to any conditions or restrictions, and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.

∗ The authorised share capital of the Company was increased by ordinary resolutions passed as follows:-

On 6th December, 1949, the authorised capital of the Company was increased from HK$200,000.00 to HK$2,000,000.00

On 3rd March, 1954, the authorised capital of the Company was increased from HK$2,000,000.00 to HK$5,000,000.00

On 15th September, 1967, the authorised capital of the Company was increased from HK$5,000,000.00 to HK$6,000,000.00

On 27th July, 1977, the authorised capital of the Company was increased from HK$6,000,000.00 to HK$50,000,000.00

On 8th August, 1990, the authorised capital of the Company was increased from HK$50,000,000.00 to HK$200,000,000.00

On 6th September, 2000, the authorised capital of the Company was increased from HK$200,000,000.00 to HK$800,000,000.00

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

==> picture [455 x 382] intentionally omitted <==

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

Number of Shares
Names, Addresses and Descriptions of Subscribers taken by each
Subscriber
(Sd.) .Shiu Wai Ming, 1
54 Kennedy Road,
Hong Kong
Manager of Lock Hing
(Sd.) .K.S. Lo, 1
12 Tai Hang Road,
Hong Kong
Manager of Eu Tong Seng Ltd.
Total Number of Shares Taken….. 2
----- End of picture text -----

Dated the 5th day of March, 1940. WITNESS to all the above signatures:

(Sdn.) M.W. Lo, Solicitor Hong Kong.

THE COMPANIES ORDINANCE, (Chapter 32)

Company Limited by Shares

NEW

ARTICLES OF ASSOCIATION

OF

VITASOY INTERNATIONAL HOLDINGS LIMITED ( 維他奶國際集團有限公司 )

(As adopted by Special Resolution passed on 9th March, 1994) (As adopted by Special Resolution passed on 6th September, 1996) (As adopted by Special Resolution passed on 3rd September, 2003) (As adopted by Special Resolution passed on 9th September, 2004)

PRELIMINARY

Table A not to 1. The regulations contained or incorporated in Table A in the First

apply Schedule to the Companies Ordinance (Chapter 32 of the laws of Hong Kong) shall not apply to the Company.

Interpretation 2. The headings and marginal notes hereto shall not affect the construction hereof. In these Articles unless inconsistent with the subject or context:-

The words and expressions set out in the first column below shall bear the meanings set opposite to them respectively in the second column below:-

“associate” shall have the meaning given to it by the Listing Rules;[1]

“these Articles” These Articles of Association as originally adopted or as from time to time altered by Special Resolution;

“Board” The Board of Directors of the Company or the Directors present at a meeting of the Directors at which a quorum is present;

“Dollars” and Dollars in the lawful currency of Hong Kong; “Hong Kong Dollars”

“Listing Rules” The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;[2]

1 Inserted by a special resolution of members passed on 9th September 2004.

2 Inserted by a special resolution of members passed on 9th September 2004.

“month” Calendar month;

“Office” The registered office for the time being of the Company;

“Register” The Register of Members of the Company;

“Seal” The common seal of the Company;
“Securities Seal” An official seal kept by the Company by virtue of Section 73A of the Companies Ordinance (Chapter 32 of the laws of Hong Kong);
“the Statutes” The Companies Ordinance (Chapter 32 of the laws of Hong Kong) and any amendments thereto or re-enactment thereof for the time being in force and every other ordinance incorporated therewith or substituted therefor and every other ordinance for the time being in force concerning companies and affecting the Company and in the case of any such substitution the references in these Articles to the provisions of the Statutes shall be read as references to the provisions substituted therefor in the new ordinance or ordinances;

“in writing” and “written” shall include printing, lithography, photography and every other method of representing or reproducing words and figures in a legible and non-transitory form;

“dividend” shall include bonus;

“paid up” shall include credited as paid up;

Words importing the singular number only shall include the plural number and vice versa;

Words importing the masculine gender only shall include the feminine gender;

Words importing persons shall include corporations; and

The expression "Secretary" shall (subject to the provisions of the Statutes) include an Assistant or Deputy Secretary, and any person appointed by the Board to perform any of the duties of the Secretary.

A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision in these Articles.

References to any Articles by number are to the particular Article of these Articles.

Subject to the provisions of the last preceding Article any words or expressions defined in the Statutes in force at the date when these Articles or any part thereof are adopted shall, if not inconsistent with the subject or context, bear the same meanings respectively in these Articles.

Words defined in Statutes bear same meaning in Articles

Issue of shares	4. Without prejudice to any rights or privileges for the time being
	conferred on the holders of any existing shares or class of shares, any share
	in the capital of the Company may be issued with such preferred, deferred or
	other special rights or such restrictions, whether in regard to dividend, return
	of capital, voting or otherwise as the Company may from time to time by
	Ordinary Resolution determine (or in the absence of any such determination
	or so far as the same may not make specific provision, as the Board may
	determine). The words “non-voting” shall appear in the designation of any
	shares which do not carry voting rights and, where the capital of the
	Company includes shares with different voting rights, the designation of
	each class of shares, other than those with the most favourable voting rights,
	shall include the words “restricted voting” or “limited voting”.
Redeemable	5. Any share may be issued on terms that it is, or at the option of the
shares	Company or the holder thereof is to be liable, to be redeemed on such terms
	and in such manner as the Company may in accordance with the provisions
	of the Statutes prescribe provided that, where power is reserved to purchase
	for redemption a redeemable share, purchases not made through the market
	or by tender shall be limited to a maximum price as determined from time to
	time by the Company in General Meeting and, if purchases are by tender,
	tenders shall be available to all members alike.
Allotment of	6. Subject to the provisions of the Statutes relating to authority to allot,
shares	pre-emption rights and otherwise, these Articles and any resolution of the
	Company relating thereto, the whole of the shares of the Company for the
	time being unissued shall be under the control of the Board, who may allot
	or otherwise dispose of the same to such persons, at such times and on such
	terms and conditions as the Board may determine, with full power to give to
	any person an option over any share for such time and for such
	consideration as the Board think fit, but so that no shares shall be issued at a
	discount except as permitted by the Statutes.
Commissions	7. In addition to all other powers of paying commissions, the Company
on Issue	(or the Board on behalf of the Company) may exercise any powers
	conferred by the Statutes of applying its shares or capital moneys in paying
	commissions to persons subscribing or procuring subscriptions for shares of
	the Company, or agreeing so to do, whether absolutely or conditionally
	Provided that the rate per cent., or the amount of the commission paid or
	agreed to be paid, shall be disclosed in the manner required by the Statutes
	and shall not exceed 10 per cent. of the price at which the shares in respect
	whereof the commission is paid are issued or an amount equivalent thereto.

The Company (or the Board on behalf of the Company) may also on any issue of shares pay such brokerage as may be lawful.

Minimum 8. In the case of shares offered to the public for subscription the amount

payment on payable on application on each share shall not be less than 5 per cent. of the

allotment to nominal amount of the share. public

Compliance 9. The Company shall duly observe and comply with the provisions of

with Statutes the Statutes applicable to any allotment of its shares.

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The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and the Company shall not be bound by or recognise any trust or any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles otherwise expressly provided or as required by law) any other right in respect of any share except the absolute right of the registered holder to the entirety thereof.

Trusts not recognised

CERTIFICATES

(A) The Company shall within one month after the allotment of any of its shares or debentures and within ten business days (or such other period of time as any stock exchange in Hong Kong upon which any share capital is listed may from time to time provide) after lodgement with the Company of any duly stamped and valid transfer of any of its shares or debentures, complete and have ready for delivery the certificates for the shares or the debentures so allotted or transferred, unless the conditions of issue of the shares or debentures otherwise provide.

Share Certificates

(B) Every certificate for shares or debentures shall be issued under the Seal or under the Securities Seal and, subject as hereinafter provided, shall bear the autographic signatures of two Directors or of one Director and the Secretary Provided that the Board may by resolution determine that such signatures or either of them shall be dispensed with or shall be affixed by some method or system of mechanical signature.

(C) Certificates for shares or debentures registered in a branch register in a place for use in which the Company has an official seal may be issued under such official seal in which event the certificates need not be signed or authenticated except as required by the Statutes.

Every member shall be entitled without payment to one certificate for all his shares of each class, or, upon payment of such sum as the Board shall determine not exceeding, in the case of any share capital listed on a stock exchange in Hong Kong, two Hong Kong dollars or such greater sum as such stock exchange may from time to time permit and, in the case of any other share capital, such reasonable sum as the Board may from time to time determine for each additional certificate, to several certificates each for one or more of such shares Provided that in the case of any share registered in the names of two or more persons the Company shall not be bound to issue more than one certificate in respect thereof to all the joint holders, and delivery of such certificate to any one of them shall be sufficient delivery to all. Where a member transfers part of the shares to which any certificate relates he shall be entitled to a certificate for the balance thereof without payment. Every certificate shall (subject where permitted by the Statutes to any resolution of the Board to the contrary) specify the number and class and distinguishing numbers (if any) of the shares to which it relates and the amount paid up thereon and, where the share capital of the Company is divided into different classes of shares, shall contain such words and/or statement as are required by the Statutes.
If at any time all the issued shares of the Company, or all the issued shares of a particular class, are fully paid up and rank pari passu for all purposes, none of those shares shall thereafter (subject to a resolution of the Board to the contrary) have a distinguishing number so long as it remains

Members’ right to Certificates

No distinguishing number in certain

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circumstances

paid up and ranks pari passu for all purposes with all the shares of the same class for the time being issued and fully paid up.

New Certificates

If any certificate shall be worn out, destroyed or lost, it may be replaced upon payment of an issue fee, if any, not exceeding the fee which would be payable for an additional certificate pursuant to Article 12 together with the amount of any other costs and expenses which the Company has incurred in connection with the matter, and on such evidence being produced as the Board shall require, and in the case of wearing out on delivering up of the old certificate, and in the case of destruction or loss on execution of such indemnity (if any) as the Board shall require. Without prejudice to the generality of the foregoing, where the Company has issued share warrants to bearer, no new share warrant to bearer shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original has been destroyed and the Company had received an indemnity in such form as the Board think fit with regard to the issue of any such new warrant.

VARIATION OF RIGHTS

Variation of rights

(A) Subject to the Statutes, the special rights attached to any class of shares for the time being forming part of the capital of the Company may be varied or abrogated either while the Company is a going concern or during or in contemplation of a winding-up, with the consent in writing of the holders of three-fourths in nominal value of the issued shares of that class, or with the sanction of a Special Resolution passed at a separate meeting of holders of the shares of that class. To every such separate meeting all the provisions of these Articles relating to General Meetings of the Company or the proceedings thereat shall mutatis mutandis apply, except that the necessary quorum shall be two persons at least holding or representing by proxy one-third in nominal value of the issued shares of the class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present any two persons holding or representing by proxy shares of the class shall be a quorum, whatever the number of shares held by them), and that every holder of shares of the class present in person or by proxy shall, on a poll, have one vote in respect of every share of the class held by him and shall be entitled to demand a poll.

(B) 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 by the creation or issue of further shares ranking pari passu therewith.

CALLS ON SHARES

Calls

The Board may from time to time make such calls as the Board may think fit upon the members in respect of the amounts unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium) and not by the conditions of allotment made payable at fixed times Provided that fourteen days’ notice at least shall be given of each call.

Payment of call 17. Any call may be made payable either in one sum or by instalments, and each member upon whom a call is made shall be liable to pay the amount of the call to the person and at the time or times and place appointed by the Board. A call may be revoked or the time fixed for its payment may

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be postponed by the Board. A person upon whom a call is made shall remain liable to calls made upon him notwithstanding the subsequent transfer of shares in respect whereof the call was made.

Notice of the persons appointed to receive payment of every call and of the times and places appointed for payment shall be given to members by notice to be inserted once in the Hong Kong Government Gazette and by advertisement pursuant to these Articles.
A copy of the notice referred to in the last preceding Article shall be sent to members in the manner in which notices may be sent to the members of the Company as hereinafter provided.
A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed.
Joint holders of a share shall be jointly and severally liable for the payment of all calls in respect thereof.
The Board may make arrangements on the issue of shares for a difference between the allottees or holders of such shares in the amount of calls to be paid and the time of payment of such calls.
Any sum which by the terms of issue of a share is made payable upon allotment or at any fixed date, whether on account of the nominal amount of the share or by way of premium, shall for all purposes of these Articles, be deemed to be a call made and payable on such fixed date, and in case of non-payment all the provisions of these Articles as to payment of interest, forfeiture or otherwise shall apply as if such sum were a call duly made and notified.
If any sum in respect of a call 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 sum from the day appointed for the payment thereof to the time of actual payment, at such rate, not exceeding 10 per cent. per annum, as the Board may determine, or failing such determination, then at the rate of 10 per cent. per annum, Provided however that the Board may waive payment of such interest in whole or in part.
The Board may, if they think fit, receive from any member willing to advance the same all or any part of the moneys payable in respect of any shares held by him beyond the amount of the calls actually made thereon; and upon the moneys so advanced, or so much thereof as shall from time to time exceed the amount of the calls due upon such shares, the Company may pay interest at such rate not exceeding 10 per cent. per annum as the member and the Board shall agree upon, but no part of such moneys shall be included or taken into account in ascertaining the amount of the dividend payable upon the shares in respect of which such advance has been made.

Notice of call

Notice of call to be sent to members

When call deemed to have been made

Liability of joint holders

Power to differentiate amount and time of payment of calls

Sums payable pursuant to issue to be treated as calls

Interest

Payment in advance of calls

FORFEITURE OF SHARES

If any member fails to pay the whole or any part of any call on or before the day appointed for the payment thereof the Board may at any time

Notice requiring payment of calls

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	thereafter during such time as the call, or any part thereof, remains unpaid,
	serve a notice on him requiring him to pay such call or such part thereof as
	remains unpaid, together with any interest which may have accrued.
Notice to state	27. The notice shall name a further day not being less than fourteen days
time and place	from the date of service of the notice on or before which and the place
for payment	where the payment required by the notice is to be made, and shall state that,
	in the event of non-payment at or before the time and at the place appointed,
	the shares in respect of which such call was made will be liable to be
	forfeited.
Forfeiture on	28. If the requirements of any such notice as aforesaid are not complied
non-compliance	with, any share in respect of which such notice has been given may at any
with notice	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. Such forfeiture shall include all dividends which shall have been
	declared on the forfeited share and not actually paid before the forfeiture.
Sale of forfeited	29. A forfeited share may be sold, re-allotted or otherwise disposed of on
share	such terms and in such manner as the Board think fit, and at any time before
	a sale or disposition the forfeiture may be cancelled on such terms as the
	Board think fit.
Proceeds of sale	30. The Company may receive the consideration, if any, given for the
	share on any sale, re-allotment or disposition thereof and the Board may
	authorise some person to execute a transfer of the share in favour of the
	person to whom the share is sold or otherwise disposed of and the latter
	person shall thereupon be registered as the holder of the share and shall not
	be bound to see to the application of the purchase money (if any), nor shall
	his title to the share be affected by any irregularity or invalidity in the
	proceedings in reference to the forfeiture, sale, re-allotment or other disposal
	of the share.
Liability of	31. A person whose shares have been forfeited shall cease to be a
member whose	member in respect of the forfeited shares, but shall, notwithstanding, remain
shares have been forfeited	liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares with interest at
	the rate at which interest was payable on those moneys before the forfeiture
	or as the Board may from time to time determine, 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.
Evidence of	32. A statutory declaration in writing that the declarant is a Director or
forfeiture	the Secretary of the Company, and that a share in the Company has been
	duly forfeited on a date stated in the declaration, shall be conclusive
	evidence of the facts therein stated as against all persons claiming to be
	entitled to the share.
	LIEN
Company’s lien	33. The Company shall have a first and paramount lien on every share
	(not being a fully paid share) for all moneys, whether immediately payable
	or not, called or payable at a fixed time in respect of such share. The
	Company shall also have a first and paramount lien on every share (not
	being a fully paid share) standing registered in the name of a member,

13 -

whether singly or jointly with any other person or persons, for all the debts and liabilities of such member or his estate to the Company, and whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member and whether the time for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not. The Company’s lien (if any) on a share shall extend to all dividends and other moneys payable thereon or in respect thereof. The Board may resolve that any share shall for some specified period be exempt from the provisions of this Article. Unless otherwise agreed, the registration of a transfer of any share shall operate as a waiver of the Company’s lien (if any) on such share.

The Company may sell, in such manner as the Board think fit, any share on which the Company has a lien, but no sale shall be made unless and until some sum in respect of which the lien exists is immediately payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such sum, and giving notice of intention to sell in default, shall have been given to the holder for the time being of the share or to the person entitled by reason of his death or bankruptcy to the share.
The net proceeds of such sale, after payment of the costs of such sale, shall be applied in or towards payment or satisfaction of any sum immediately payable in respect whereof the lien exists, and any residue shall (subject to a like lien for such debts or liabilities in respect of moneys not immediately payable as existed on the share prior to the sale) be paid to the person entitled to the share at the time of the sale. For giving effect to any such sale the Board may authorise some person to transfer the share sold to the purchaser thereof. The purchaser shall be registered as the holder of the share so transferred and shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale.

Sale of shares subject to lien

Application of proceeds of sale of shares

UNTRACEABLE MEMBERS

(A) The Board may by resolution at any time declare that any member be deemed to be an untraceable member (as hereinafter defined) and may at any time within three months thereafter sell all or any of the shares registered in the name of such member, on behalf of such member or any person entitled to such shares in consequence of the death or bankruptcy of such member, at the best price reasonably obtainable at the time of the sale.

Power to sell shares of untraceable members

(B) To give effect to any such sale, the Board may, notwithstanding anything elsewhere in these Articles contained, authorise some person to execute on behalf of the untraceable member a transfer in favour of the purchaser and upon receipt by the Company of the purchase money the Company shall cause the name of the purchaser to be entered in the Register as the holder of the shares but so that notwithstanding the provisions of Article 39(A)(i) hereof the Board shall not be bound to require the production or deposit of any share certificate. After the purchaser’s name has been entered in the Register in the purported exercise of the power conferred by this Article, the validity of the proceedings shall not be questioned by any person. The purchase money shall be carried to a separate account and shall constitute a permanent debt of the Company. Such money

14 -

shall until payment over to the untraceable member or such other person as aforesaid be available to the Company for its own use free of interest and without any liability to account for any profit arising therefrom.

(i) his name is entered in the Register; and
(ii) during the period of twelve years immediately preceding the date of the resolution of the Board referred to in paragraph (A) of this Article no cheque or warrant sent by the Company through the post addressed to the member at his registered address or to the person entitled by transmission at the address shown in the Register as his address or otherwise the last known address given by the member or the person entitled by transmission to which cheques and warrants are to be sent has been cashed and no communication has been received by the Company from the member or person entitled by transmission provided that in any such period of twelve years the Company has paid at least three dividends whether interim or final and no such dividend has been claimed; and
(iii) the Company has at the expiration of the said period of twelve years given notice by advertisement in accordance with these Articles of its intention to sell the shares of such member; and
(iv) the Company has not during the further period of three months after the date of the advertisement and prior to the exercise of the power of sale received any communication from the member or person entitled by transmission; and
(v) for so long as any share capital of the Company is listed on any stock exchange in Hong Kong, notice shall have been given to such stock exchange of the Company’s intention to sell the shares of such member.

For all the purposes of this Article, a statutory declaration by the Secretary in relation to any member to the effect that the foregoing provisions of this paragraph (C) have been satisfied shall be conclusive and binding on the Company and the member concerned and all persons claiming through or under him.

TRANSFER OF SHARES

Form and execution of transfer

Shares in the Company shall be transferred by instrument of transfer in any usual or common form , or in such other form as shall be approved by the Board. The instrument of transfer of a share (which need not be under seal) shall be signed by or on behalf of the transferor and the transferee in such manner and/or by such means as the Board may from time to time (and whether generally or in any particular case) approve, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof.
15 -

The Board’s power to decline to register

The Board may in their discretion, and without assigning any reason therefor, decline to register a transfer of any share which is not fully paid up.
(A) The Board may also decline to recognise any instrument of transfer unless:-

Deposit of transfer

(i) the instrument of transfer duly stamped is deposited at the Office or such other place as the Board may appoint, accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and
(ii) the instrument of transfer is in respect of only one class of shares; and
(iii) the instrument of transfer is in favour of not more than four joint holders; and
(iv) the instrument of transfer is accompanied by such sum as the Board may from time to time determine not exceeding, in the case of any share capital listed on a stock exchange in Hong Kong, two Hong Kong dollars or such greater sum as such stock exchange may from time to time permit and, in the case of any other share capital, such reasonable sum as the Board may from time to time determine.

(B) If the Board decline to register a transfer of any share, they shall, within two months after the date on which the transfer was lodged with the Company, send to the transferor and the transferee notice of the refusal.

The Company may in respect of the registration of any probate, letters of administration, certificate of marriage or death, power of attorney, stop notice, order of court or other document relating to or affecting the title to any share charge a fee not exceeding, in the case of any share capital listed on a stock exchange in Hong Kong, two Hong Kong dollars or such greater sum as such stock exchange may from time to time permit and, in the case of any other share capital, such reasonable sum as the Board may from time to time determine.
The registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine, and either generally or in respect of any class of shares, provided always that such registration shall not be suspended for more than thirty days in any calendar year.
All instruments of transfer which are registered may be retained by the Company. The Company shall be entitled to destroy all instruments of transfer of shares and all documents on the faith of which entries have been made in the Register at any time after the expiration of six years from the date of registration thereof and all dividend mandates and notifications of change of name or address at any time after the expiration of two years from

Notice of refusal

Fee payable

Suspension of registration

Power to destroy instruments of transfer six years after registration

16 -

the date of the recording thereof and all share certificates which have been cancelled at any time after the expiration of one year from the date of such cancellation and it shall conclusively be presumed in favour of the Company that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective document duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company Provided that:-

(i) The provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant.
(ii) Nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article.
(iii) References herein to the destruction of any document include references to the disposal thereof in any manner.

Renunciation of allotment

Nothing in these Articles contained shall preclude the Board from recognising renunciation of any share by the allottee thereof in favour of some other person.

TRANSMISSION OF SHARES

Transmission 44. In the case of the death of a member, the survivors or survivor where

on death the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in any share; but nothing contained in this Article shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with any other person.

Registration of 45. Any person becoming entitled to a share in consequence of the death

person entitled or bankruptcy of any member may, upon such evidence of his title being

on death or produced as may from time to time be required by the Board (but subject to bankruptcy the provisions hereinafter contained), elect either to be registered himself as a member in respect of the share or to have some person nominated by him registered as transferee thereof.

Election for 46. If the person so becoming entitled shall elect to be registered himself,

registration he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing a transfer of the share to that person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.

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Rights of person entitled on death or bankruptcy

A person entitled to a share in consequence of the death or bankruptcy of a member shall be entitled to receive and may give a discharge for all dividends and other moneys payable in respect of the share, but he shall not be entitled to receive notice of or to attend or vote at any meeting, or, save as aforesaid, to exercise any of the rights and privileges of a member, unless and until he shall have become a member in respect of the share Provided that the Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days the Board may thereafter withhold payment of all dividends, or other moneys payable in respect of the share until the requirements of the notice have been complied with.

STOCK

The Company may from time to time by Ordinary Resolution convert any paid up shares into stock, and reconvert any stock into paid up shares of any denomination. If and whenever any unissued shares of any class in the capital of the Company for the time being shall have been issued and be fully paid and at that time the shares of that class previously issued stand converted into stock such further shares upon being fully paid and ranking pari passu in all respects with the shares representing such stock shall ipso facto be converted into stock transferable in the same units as the existing stock of that class.
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 previously to conversion have been transferred, or as near thereto as circumstances will permit Provided that the Board may from time to time, if they think fit, fix the minimum amount of stock transferable, and direct that fractions of a Hong Kong dollar or of any other sum shall not be dealt with, with power, nevertheless, at their discretion, to waive such stipulations in any particular case and Provided further that the minimum amount of stock transferable shall not exceed the nominal amount of the shares from which the stock arose.
The stock shall confer on the holders thereof respectively the same privileges and advantages as regards dividends, participation in assets on a winding-up, voting at meetings of the Company, and other matters as would have been conferred by the shares from which the stock arose, but so that none of such privileges or advantages (except participation in dividends and profits of the Company and in assets on a winding-up) shall be conferred by an amount of the stock which would not, if existing in shares, have conferred such privileges or advantages.
All such provisions of these Articles as are applicable to paid up shares shall apply to stock and in all such provisions the words “share” and “shareholder” or “member” shall include respectively “stock” and “stockholder”.

Power to convert into stock

Transfer of stock

Rights of stockholders

Provisions for shares applied to stock

ALTERATION OF CAPITAL

The Company may from time to time by Ordinary Resolution increase its capital by such sum to be divided into shares of such amount as the resolution shall prescribe.

Increase of capital

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53. The Company may by Ordinary Resolution:-

(A) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares. Upon any consolidation of fully paid up shares into shares of a larger amount, the Board may as between the holders of shares to be consolidated determine which particular shares are to be consolidated into each consolidated share, and if it shall happen that any member shall become entitled to fractions of a consolidated share or shares, such fractions may be sold by some person appointed by the Board for that purpose and the person so appointed shall stand authorised to transfer the shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned. The net proceeds of such sale shall be distributed among the members who would otherwise be entitled to a fraction or fractions of a consolidated share or shares rateably in accordance with their rights and interest Provided that the Company may retain individual amounts of less than one hundred Hong Kong dollars for the benefit of the Company;

Power to sub-divide shares

(B) sub-divide its shares or any of them into shares of a smaller amount than is fixed by the Memorandum of Association (subject nevertheless to the Statutes) and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of such shares may have such preferred, deferred or other special rights or be subject to any restrictions, compared with the other share or shares, as the Company has power to attach to new shares; or

Power to cancel shares

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

Power to And may also by Special Resolution:reduce share capital

(D) reduce its share capital and any capital redemption reserve and any share premium account in any manner authorised by the Statutes.

Powers to divide and consolidate shares

PURCHASE OF OWN SHARES

Circumstances 54. (A) (i) Subject to the Statutes and any applicable rules, codes and

in which regulations including, whilst any part of the share capital of the Company is

Company may listed on a stock exchange in Hong Kong, the applicable rules, codes and purchase its regulations of such stock exchange and/or of any relevant regulatory body, own shares the Company may purchase or otherwise acquire its shares, including any redeemable shares. Subject as aforesaid, such powers shall be exercisable by the Board upon such terms and subject to such conditions as they think fit.

(ii) Subject to the Statutes and any applicable rules, codes and regulations including, whilst any part of the share capital of the Company is listed on a stock exchange in Hong Kong, the applicable rules, codes and regulations of such stock exchange and/or of any relevant regulatory body, the Company may purchase its shares otherwise than out of its distributable profits or the proceeds of a fresh issue of shares in order to:

19 -
(a) settle or compromise a debt or claim;
(b) eliminate a fractional share or fractional entitlement or an odd lot of shares;
(c) fulfil an agreement in which the Company has an option or is obliged to purchase shares under an employee share scheme previously approved by the Company in general meeting; or
(d) comply with an order of the court.

(B) For the purpose of this Article “shares” shall mean shares of all classes and securities which carry a right to subscribe or purchase, or are otherwise convertible into, shares of the Company and an “odd lot of shares” shall mean a number of shares less than the usual number authorised for trading on a stock exchange in Hong Kong.

GENERAL MEETINGS

Except as provided by the Statutes the Company shall in each year hold a General Meeting as its Annual General Meeting in accordance with the requirements of the Statutes.
Any General Meeting other than an Annual General Meeting shall be called an Extraordinary General Meeting.
All General Meetings shall be held at such time and place as the Board may determine.
The Board may, whenever they think fit, convene an Extraordinary General Meeting, and an Extraordinary General Meeting shall also be convened upon any requisition made in accordance with the Statutes, or in default may be convened by such requisitionists as thereby provided. Any meeting convened by requisitionists as aforesaid shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by the Board.
In the case of an Annual General Meeting or any General Meeting convened for the purpose of passing a Special Resolution, twenty-one clear days’ notice at the least, and in any other case fourteen clear days’ notice at the least, shall be given to all the members and to the Auditors for the time being of the Company. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and the hour of the meeting and, in the case of special business, the general nature of that business and such notice shall be given in the manner hereinafter mentioned. Every notice of an Annual General Meeting shall specify the meeting as such and every notice of a General Meeting convened for passing a Special Resolution shall state the intention to propose such Resolution as a Special Resolution.
A General Meeting shall, notwithstanding that it is called by shorter notice than that specified in the last preceding Article, be deemed to have been duly called if it is so agreed by such number of members entitled or

Annual General Meetings

Extraordinary General Meetings

Time and place of General Meetings

Power to convene an Extraordinary General Meeting

Notice

Short notice

20 -

having a right to attend and vote thereat as is prescribed by the Statutes.

In every notice calling a meeting of the Company there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him, and that a proxy need not also be a member. A proxy so appointed shall also have the same right as the member to speak at the meeting.
Subject to the provisions of the Statutes, it shall be the duty of the Company, on the requisition in writing of such number of members as is specified in the Statutes and (unless the Company otherwise resolves) at the expense of the requisitionists:-

Right of member to appoint proxies to attend and vote

Circulation of members’ resolutions

(A) to give to members entitled to receive notice of the next Annual General Meeting notice of any resolution which may properly be moved and is intended to be moved at that meeting; and

(B) to circulate to members entitled to have notice of any General Meeting sent to them any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.

Notice of any such resolution shall be given, and any such statement shall be circulated, to members of the Company entitled to have notice of the meeting sent to them, and notice of any such resolution shall be given to any other member of the Company by giving notice of the general effect of the resolution in accordance with the provisions of the Statutes.

Omission or non-receipt of notice

The accidental omission to give notice of any meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate any resolution passed or proceedings at any such meeting.

PROCEEDINGS AT GENERAL MEETINGS

Special and 64. All business shall be deemed special that is transacted at an

routine business Extraordinary General Meeting and also all business that is transacted at an Annual General Meeting, with the exception of the receipt and consideration of the profit and loss account, the balance sheet and group accounts (if any) of the Company and the reports of the Board and Auditors and other documents required to be annexed to the balance sheet, the declaration of dividends, the election of Directors and other officers in the place of those retiring and the appointment of, and the fixing of the remuneration of, the Auditors.

Resolution 65. (A) When by any provision contained in the Statutes special notice is

requiring required of a resolution, the resolution shall not be effective unless notice of

special notice the intention to move it has been given to the Company not less than twenty-eight days (or such shorter period as the Statutes may allow) before the meeting at which it is moved, and the Company shall give to the members notice of any such resolution as required by and in accordance with the provisions of the Statutes.

Amendment to (B) In the case of a resolution duly proposed as a Special Resolution

Resolutions no amendment thereto (other than a mere clerical amendment to correct a

21 -

patent error) may in any event be considered or voted upon. In the case of a resolution duly proposed as an Ordinary Resolution no amendment thereto may in any event be considered or voted upon unless approved by the Board or the Chairman or, not less than forty-eight hours before the time appointed for the holding of the meeting at which the Ordinary Resolution is to be considered, notice of the amendment has been left at the Office.

(C) If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the Chairman the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

Quorum for meetings

Save as in these Articles otherwise provided, two members present in person and entitled to vote shall be a quorum. No business shall be transacted at any General Meeting unless a quorum is present.
If within half an hour after the time appointed for the meeting a quorum is not present, the meeting, if convened by or upon the requisition of members, shall be dissolved. If otherwise convened it shall stand adjourned to the same day in the next week (or if that day be a public holiday, then to the next business day following such public holiday), at the same time and place or to such other day and at such other time and place as the Board may determine and no notice of such adjournment need be given. If at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for the meeting, the meeting shall be dissolved.
The Chairman of the Board (if any), or in his absence the Deputy Chairman of the Board (if any), shall preside as Chairman at every General Meeting, but if there is no such Chairman or Deputy Chairman, or if neither of them is present within ten minutes after the time appointed for holding the meeting or if neither of them shall be willing to act as Chairman, the Directors present shall choose one of their number to act as Chairman of such meeting, and if there be no Director chosen who shall be willing to act, the members present in person and entitled to vote shall choose one of their own number to act as Chairman at such meeting.
The Chairman may, with the consent of the meeting, and if directed by the meeting shall, adjourn the meeting from time to time or sine die and from place to place. Where, in the opinion of the Chairman, it is not practicable to conduct the business for which the meeting was called and it is not practicable to ascertain the views of the meeting on the question of an adjournment, the Chairman may adjourn the meeting to such place and to such time as the Chairman may reasonably determine. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Board. When a meeting is adjourned for thirty days or more sine die, seven days’ notice at the least of the adjourned meeting shall be given in like manner as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
Every question submitted to a General Meeting shall be determined in the first instance by a show of hands of the members present in person, but a poll may be demanded (before or upon the declaration of the result of

Adjournment if quorum not present

Chairman

Adjournments

Notice of adjournments

Method of voting

22 -

the show of hands) by the Chairman or by:-

(A) not less than three members present in person or by proxy having the right to vote at the meeting; or

(B) a member or members present in person or by proxy representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

(C) a member or members present in person or by proxy holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

Objections

Unless a poll is duly demanded in accordance with the foregoing provisions a declaration by the Chairman that a resolution has been carried or lost or has or has not been carried by any particular majority, and an entry to that effect in the records of proceedings of the Company, shall be conclusive evidence of the fact without proof of the number, proportion or validity of the vote recorded in favour of or against such resolution.

If:-

Recording of resolutions

(A) any objection is raised to the qualification of any voter; or

(B) any votes are counted which ought not to have been counted or which might have been rejected; or

the objection or error shall not vitiate the decision of the meeting on any resolution unless the same is raised or pointed out at the meeting or adjourned meeting at which the vote 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.

How poll to be 72. If a poll is duly demanded it shall be taken in such manner as the taken Chairman may direct (including the use of ballot or voting papers or tickets) and the result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The Chairman may appoint scrutineers for the purposes of a poll, and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of a poll.

Time for taking and notice of a poll

Continuance of other business

A poll demanded on the election of a Chairman or on a question of adjournment shall be taken at once. A poll demanded on any other question shall be taken either at once or at such time and place as the Chairman directs not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was demanded. No notice need be given of a poll not taken immediately.
The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.

Withdrawal of a 75. The demand for a poll may be withdrawn but only with the consent poll of the Chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

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Chairman’s casting vote

In case of an equality of votes, whether on a show of hands or in a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, as the case may be, shall have a second or casting vote.

VOTING

Voting rights

Subject to any special rights or restrictions as to voting attached to any shares by or in accordance with these Articles, on a show of hands every member who (being an individual) is present in person or (being a corporation) is represented by its corporate representative or in accordance with the Statutes shall have one vote and on a poll every member present in person or by proxy or (being a corporation) is represented by its corporate representative or by proxy shall have one vote for every share held by him.

77A. If any member is required under the Listing Rules to abstain from voting on any particular resolution or is restricted to vote only for or only against any particular resolution, any vote cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.[3]

Any corporation which is a member of the Company 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 of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company and references in these Articles to a member present in person at a meeting shall, unless the context otherwise requires, include a corporation which is a member represented at the meeting by such duly authorised representative. Without prejudice and in addition to the above, where that member is a recognised clearing house within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), it may authorise such person or persons as it thinks fit to act as its representative (or representatives) at any members’ general meeting or any meeting of any class of members meeting provided that, if more than one person is so authorised, the authorisation must specify the number and class of shares in respect of which each such person is so authorised. The person so authorised will be entitled to exercise the same power on behalf of the recognised clearing house as that clearing house (or its nominees) could exercise if it were an individual member of the Company.
Where there are joint holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto Provided that if more than one of such joint holders be present at any meeting personally or by proxy, the person whose name stands first in the Register in respect of such share shall alone be entitled to vote in respect thereof.
A member of unsound mind, or who is a patient for the purposes of any legislation relating to mental health, or in respect of whom an order has been made by any court (whether in Hong Kong or elsewhere) having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll by his committee, receiver, curator bonis, or other person in the like nature appointed by such court, who may themselves vote on a poll by proxy Provided that such evidence as the Board may require of the authority of the

Voting of interested members

Corporate representative

Voting rights of joint shareholders

Members of unsound mind

3 Inserted by a special resolution of members passed on 9th September 2004.

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person claiming to vote shall have been deposited at the Office or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which such person claims to vote and in default the right to vote shall not be exercisable.

No member shall, unless the Board otherwise determine, be entitled in respect of shares held by him to vote at a General Meeting or meeting of the holders of any class of shares of the Company either personally or by proxy or to exercise any other right conferred by membership in relation to meetings of the Company or of the holders of any class of shares of the Company if any call or other sum presently payable by him to the Company in respect of such shares remains unpaid.
On a poll votes may be given either personally or by proxy and a member entitled to more than one vote need not, if he votes on a poll, use all his votes or cast all the votes he uses in the same way.
A member may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company.

No right to vote unless calls paid

Polls

Proxies need not be a member

Execution of 84. Every instrument appointing a proxy shall be in writing under the Proxies hand of the appointor or of his attorney duly authorised in writing or, if such appointor is a corporation, under its common seal or under the hand of some officer of the corporation duly authorised in that behalf. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

Deposit of 85. The instrument appointing a proxy and, if required by the Company, proxies the power of attorney or other authority (if any) under which it is signed or a notarially certified copy or office copy of such power or authority, shall be deposited at the Office or at such other place within Hong Kong as is specified for that purpose in the notice convening the meeting or in any instrument of proxy sent by the Company in relation to the meeting, not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting, as the case may be, at which the person named as proxy in such instrument proposes to vote, or, in the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid Provided that an instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not require again to be delivered for the purpose of any subsequent meeting to which it relates.

Expiration of 86. No instrument appointing a proxy shall be valid after the expiration proxies of twelve months from the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve months from such date.

Form of and 87. Instruments of proxy shall be in any common form or in such other authority of form as the Board may approve. The instrument of proxy, which need not be proxies witnessed, shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

Board to send 88. (A) The Board shall at the expense of the Company send with all notices proxies to all convening General Meetings or meetings of any class of members of the

25 -

voting members

Company to the members entitled to vote thereat instruments of proxy (with or without prepaid postage) with provision for two-way voting on all resolutions intended to be proposed other than resolutions which are merely procedural or relate to the fixing of Auditors’ remuneration.

(B) Such instruments of proxy shall be issued to all the members entitled to be sent a notice of the meeting and to vote thereat by proxy, and not to some only of such members.

(C) The accidental omission to send out an instrument of proxy, whenever necessary, to any member or the non-receipt of such instrument by any member, shall not invalidate any resolution passed or proceedings at the meeting to which the instrument of proxy relates.

Determination of proxy

A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll provided that no notice in writing of such determination shall have been received by the Company at the Office (or at such other place within Hong Kong as is specified for the deposit of instruments of proxy in accordance with these Articles) before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.

DIRECTORS

Unless and until otherwise determined by the Company by Ordinary Resolution the number of Directors shall not be less than two. A maximum number of Directors may also be determined from time to time by the Company by Ordinary Resolution.
A Director shall not be required to hold any shares of the Company by way of qualification. A Director who is not a member of the Company shall nevertheless be entitled to attend and speak at General Meetings or meetings of the holders of any class of shares.
Any Director (other than an alternate Director) may at any time and from time to time appoint any other Director or appoint any other person approved by a majority of the other Directors for the time being to be his alternate, and may at any time remove any alternate Director appointed by him and (subject to such approval as aforesaid) appoint another in his place. An alternate Director shall not be entitled to receive any remuneration from the Company, nor shall it be necessary for him to acquire or hold any share qualification, but he shall be entitled (subject to his giving to the Company an address within Hong Kong at which notices may be served on him) to receive notices of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not present, and generally at such meeting to exercise all the powers, rights, duties and authorities of the Director appointing him. A Director who is also an alternate Director shall be entitled in addition to his own vote to a separate vote on behalf of the Director appointing him. An alternate Director may be removed from office by a resolution of the Board, and shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director Provided that if any Director retires at a General Meeting but is re-elected by the meeting or is, pursuant to the provisions of these Articles, deemed to be re-elected at the meeting at which such retirement took effect, any appointment made by him pursuant to this Article which was in force immediately prior to his retirement shall continue to operate after such re-election as if he had not so retired. Without prejudice to any liability which an alternate Director may have to his appointer under the

Number of Directors

Qualification of Directors; rights at meetings

Alternate Directors

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Statutes or otherwise, every[4] person acting as an alternate Director shall be an officer of the Company, and shall alone be responsible to the Company for his own acts and defaults, and he shall[5] be deemed to be the agent of or for the Director appointing him. All appointments and removals of alternate Directors made by any Director in pursuance of this Article shall be in writing under the hand of the Director making the same and shall be sent to or left at the Office.

Vacation of office

The remuneration of the Directors shall be such sum or sums as the Company may in General Meeting from time to time determine. Such remuneration shall be deemed to accrue from day to day.
The Directors shall be entitled to be paid all travelling, hotel and other expenses properly incurred by them in or with a view to the performance of their duties or in attending General Meetings or meetings of the Board or Committees of the Board.
If any Director, being willing and having been called upon to do so, shall render or perform extra or special services of any kind including services on any Committee of the Board or shall travel or reside abroad for any business or purposes of the Company, he shall be entitled to receive such sum as the Board may think fit for expenses, and also such remuneration as the Board may think fit either as a fixed sum or as a percentage of profits or otherwise, and such remuneration may, as the Board shall determine, be either in addition to or in substitution for any other remuneration he may be entitled to receive, and the same shall be charged as part of the ordinary working expenses of the Company.
(A) Without prejudice to the provisions for retirement by rotation hereinafter contained, the office of a Director shall be vacated in any of the events following, namely:-

Remuneration

Directors’ expenses

Further expenses

(i) if he resigns his office by notice in writing delivered to the Office or submitted to a meeting of the Board;
(ii) if he becomes of unsound mind or a patient for the purposes of any legislation (whether in Hong Kong or elsewhere) relating to mental health and the Board resolves that his office be vacated;
(iii) if, without leave, he is absent from meetings of the Board (whether or not any alternate Director appointed by him attends) for six consecutive months, and the Board resolves that his office be vacated;
(iv) if he becomes bankrupt or makes any arrangement or composition with his creditors generally;
(v) if he is prohibited by law from being a Director;
(vi) if he ceases to be a Director by virtue of the Statutes or is removed from office pursuant to these Articles;
(vii) .if all the other Directors unanimously resolve that he be removed as a Director.

4 Altered by a special resolution of members passed on 9th September 2004.

5 Deleted by a special resolution of members passed on 9th September 2004.

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(B) No Director shall be required to vacate office or be ineligible for re-election or re-appointment as a Director, and no person shall be ineligible for appointment as a Director, by reason only of his having attained any particular age.

Directorships in other companies

Any Director may become or continue to be a director, managing director, manager or other officer or member of any other company in which the Company may be interested, and no such Director shall be accountable for any remuneration or other benefits received by him as a director, managing director, manager or other officer or member of any such other company. The Board may exercise the voting power 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, managers or other officers of such company, or voting or providing for the payment of remuneration to the directors, managing directors, managers or other officers of such company).

Disclosure of interests

(A) A Director or any of his associates[6] who is in any way, whether directly or indirectly, interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Company (each being in paragraphs (A), (B) and (C) of this Article referred to as a “transaction”) shall declare the nature of his or any of his associates’[7] interest at a meeting of the Board in accordance with the Statutes. For the purposes of this Article:-
(i) a general notice given to the Directors by a Director stating that, by reason of facts specified in the notice, he or any of his associates[8] is to be regarded as interested in transactions of any description which may subsequently be made with any specified person, firm or corporation after the date of such notice shall be a sufficient declaration of such[9] interest, so far as attributable to those facts, in relation to any transaction of that description which may subsequently be made by the Company Provided that no such general notice shall have effect in relation to any transaction unless it is given before the date on which the question of entering into the transaction is first taken into consideration on behalf of the Company; and
(ii) an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his or any of his associates[10] .
(B) A Director shall not, as a Director, vote in respect of any

6 Inserted by a special resolution of members passed on 9th September 2004. 7 Inserted by a special resolution of members passed on 9th September 2004. 8 Inserted by a special resolution of members passed on 9th September 2004. th September 2004.

8 Inserted by a special resolution of members passed on 9th September 2004. 9 Altered by a special resolution of members passed on 9th September 2004. th September 2004.

9 Altered by a special resolution of members passed on 9th September 2004. 10 Inserted by a special resolution of members passed on 9th September 2004.

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transaction in which to his knowledge he or any of his associates[11] has a material interest and if he shall do so his vote shall not be counted, nor in relation thereto shall he be counted in the quorum present at the meeting, but (in the absence of some other material interest than is mentioned below) none of these prohibitions shall apply to:-

(i) the giving to any Director or any of his associates[12] of any security or indemnity in respect of money lent by him or any of his associates[13] or obligations incurred or undertaken by him or any of his associates[14] at the request of or for the benefit of the Company or any of its subsidiaries; or
(ii) the giving by the Company or any of its subsidiaries 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 himself or any of his associates[15] has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security; or
(iii) any proposal concerning an offer of shares or debentures or other securities of the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or any of his associates[16] is or is to be interested as a participant in the underwriting or sub-underwriting of the offer; or
(iv) any transaction concerning any other corporation in which the Director or any of his associates[17] does not have a material interest (as defined below); or
(v) any proposal or arrangement concerning the benefit of employees of the Company or any of 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 any of his associates[18] may benefit; or
- (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme;
11 Inserted by a special resolution of members passed on 9th September 2004.
12 Inserted by a special resolution of members passed on 9th September 2004.
13 Altered by a special resolution of members passed on 9th September 2004.
14 Inserted by a special resolution of members passed on 9th September 2004.
15 Inserted by a special resolution of members passed on 9th September 2004.
16 Inserted by a special resolution of members passed on 9th September 2004.
17 Inserted by a special resolution of members passed on 9th September 2004.
18 Inserted by a special resolution of members passed on 9th September 2004.
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which relates both to Directors or any of his associates[19] and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or any of his associates[20] as such any privilege or advantage which may not generally be accorded to the class of persons to which such scheme or fund relates; or

(vi) any contract or arrangement in which the Director or any of his associates[21] is interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his or any of his associates’[22] interest in shares or debentures of other securities of the Company;
(vii) any contract for the purchase or maintenance for any Director or Directors of insurance against liability.

and so that the interest of a Director or any of his associates[23] shall not be treated as material in the case of any transaction concerning any company other than the Company in which the Director or any of his associates[24] is interested, directly or indirectly, whether as an officer or executive or shareholder, provided that he, together with any of his associates, are[25] not beneficially interested in five per cent. or more of the issued shares of any class of such company or of the voting rights thereof or of any third company through which such interest is derived (any such interest being deemed for the purpose of this Article to be a material interest in all the circumstances).[26]

(I) Deleted.[27]

==> picture [70 x 12] intentionally omitted <==

==> picture [74 x 13] intentionally omitted <==

(C) A Director may, as a Director, vote (and be counted in the quorum) in respect of any transaction in which he or any of his associates[30] has an interest which is not a material interest or which falls within sub-paragraph (A)(ii) of this Article.

(D) Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of

19 Inserted by a special resolution of members passed on 9th September 2004. 20 Inserted by a special resolution of members passed on 9th September 2004. 21 Inserted by a special resolution of members passed on 9th September 2004. 22 Inserted by a special resolution of members passed on 9th September 2004. 23 Inserted by a special resolution of members passed on 9th September 2004. 24 Inserted by a special resolution of members passed on 9th September 2004. 25 Altered by a special resolution of members passed on 9th September 2004. 26 Deleted by a special resolution of members passed on 9th September 2004. 27 Deleted by a special resolution of members passed on 9th September 2004. 28 Deleted by a special resolution of members passed on 9th September 2004. 29 Deleted by a special resolution of members passed on 9th September 2004. 30 Inserted by a special resolution of members passed on 9th September 2004.

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two or more Directors to offices or employment with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately, and in such case each of the Directors concerned if he or any of his associates[31] has no material interest (as defined above) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

(E) If any question shall arise at any meeting as to the materiality of a Director’s interest (or interest of any of his associates)[32] or as to the entitlement of any Director 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 any other Director shall be final and conclusive except in a case where the nature or extent of the interests of the Director (or interest of any of his associates)[33] concerned as known to such Director have not been fairly disclosed.

(F) Subject to the provisions of the Statutes a Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Board may determine and no Director or intended Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company 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 for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established.

(G) Any Director may himself or by his firm act in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director Provided that nothing herein contained shall authorise a Director or his firm to act as Auditor to the Company.

BORROWING POWERS

Board’s power 99. The Board on behalf of the Company may exercise all the

to borrow and powers of the Company to borrow any sum or sums of money, to

give security guarantee and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and (subject to the provisions of the Statutes regarding authority to allot debentures convertible into shares) to create and issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

The Board shall cause a proper register to be kept in

31 Inserted by a special resolution of members passed on 9th September 2004. 32 Inserted by a special resolution of members passed on 9th September 2004. 33 Inserted by a special resolution of members passed on 9th September 2004.

31 -

charges

accordance with the provisions of the Statutes of all charges specifically affecting property of the Company and of all floating charges on the undertaking or any property of the Company and shall duly comply with the requirements of the Statutes in regard to the registration of charges therein specified.

POWERS OF THE BOARD

To manage Company’s business

To provide pensions for Directors

Local boards; delegation of authority

The business of the Company shall be managed by the Board, who may exercise all such powers of the Company and do on behalf of the Company all such acts as are within the scope of the Memorandum and Articles of Association of the Company and as are not, by the Statutes or by these Articles, required to be exercised or done by the Company in General Meeting, subject, nevertheless, to the provisions of the Statutes and to these Articles and to such directions, being not inconsistent with the said provisions and these Articles, as may be prescribed by the Company in General Meeting, but so that no such direction and no alteration to these Articles shall invalidate any prior act of the Board which would have been valid if that direction or alteration had not been given or made.
The Board on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director or former Director who has held any salaried office or place of profit with the Company or with any body corporate which is or has been in relation to the Company a subsidiary or a holding company or a subsidiary of such holding company or a predecessor in business of the Company or of any such subsidiary or holding company or subsidiary of such holding company or to any member of his family (including a spouse or former spouse) or to any person who is or was dependent on him and may (as well before as after he ceases to hold such office or place of profit) make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance and may make payments for or towards the provision by means of insurance or otherwise of benefits for any such person.
(A) The Board may establish any committee, local board, or agency for managing any of the affairs of the Company, either in Hong Kong or elsewhere, and may lay down, vary or annul such rules and regulations as they may think fit for the conduct of the business thereof, and may appoint any person to be a member of any such committee or local board or any manager or agent, and may fix their remuneration, and may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions vested in the Board, with power to sub-delegate and may authorise the members of any such committee or local board, or any of them, to fill any vacancies therein and to act notwithstanding vacancies, and 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 so appointed and may annul or vary any such delegation, but no persons dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
32 -

(B) The Board may from time to time, and at any time, by power of attorney under the Seal appoint any person or persons to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (including power to sub-delegate) and for such period and subject to such conditions as the Board may from time to time think fit, and any such appointment may (if the Board think fit) be made in favour of any of the Directors or of the members or any one or more of the members of any such committee or local board established as aforesaid, or in favour of any company, or of the members, directors, nominees, or managers of any company or firm, or otherwise in favour of any fluctuating body of persons whether nominated directly or indirectly by the Board, and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with any such attorney as the Board think fit.

(C) The Company or the Board on behalf of the Company may exercise the powers conferred by the Statutes with regard to the keeping of a branch register in any place. ROTATION RETIREMENT AND REMOVAL OF DIRECTORS

Subject to the provisions of these Articles, at the Annual General Meeting in each year one-third of the Directors for the time being, or if their number is not three or a multiple of three, then the number nearest to but not exceeding one-third, or such number as determined by the other manner of rotation, as may be required by the Statutes or the Listing Rules or other codes, rules and regulations as may be prescribed by the applicable regulatory authority from time to time,[34] shall retire from office. A retiring Director shall retain office until the conclusion of the meeting or adjourned meeting at which he is due to retire.
Subject to the provisions of the Statutes and of these Articles and until otherwise determined by the Company by Ordinary Resolution, the Directors to retire in every year shall be the Directors who have been longest in office since their last election or appointment. As between Directors of equal seniority, the Directors to retire shall (unless such Directors of equal seniority shall agree otherwise amongst themselves) be selected from among them by lot. A retiring Director shall be eligible for re-election.
The Company at the meeting at which a Director retires in manner aforesaid may fill the vacated office by electing a person thereto. If at any such meeting the place of a retiring Director is not filled, the retiring Director shall, if willing to act, be deemed to have been re-elected, unless at such meeting it is resolved not to fill such vacated office, or unless a motion for the re-election of such Director shall have been put to the meeting and lost.

To appoint attorney

Branch Register

Retirement of Directors

Selection of Directors for re-election

Election and re-election of Directors

Notice of 107. No person, not being a Director retiring at the meeting or a

intention to person recommended by the Board, shall be eligible for election as a

34 Inserted by a special resolution of members passed on 9th September 2004.

33 -

appoint Director at any General Meeting unless during a period commencing

Directors on the day immediately after the date of despatch of the notice of the meeting appointed for such election and ending on the date falling seven days after the despatch of the said notice of meeting and in no event ending no later than seven days prior to the date appointed for such meeting[35] there has been delivered to the Office notice in writing signed by a member (not being the person to be proposed) duly qualified to be present and vote at the meeting for which such notice is given of his intention to propose such person for election, and also notice in writing signed by the person to be proposed of his willingness to be elected.

Voting on 108. Except so far as the Statutes otherwise allow, at a General

Directors Meeting the appointment of Directors shall be voted on individually.

Appointment of 109. Without prejudice to the next following Article, the Company

Directors by the may from time to time by Ordinary Resolution appoint any person to

Company be a Director, either to fill a casual vacancy or as an addition to the Board and may also determine in what rotation such Director is to retire from office.

Appointment of 110. The Board shall have power at any time, and from time to

Directors by the time, to appoint any person as a Director, either to fill a casual

Board vacancy or as an addition to the Board, but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with these Articles. Subject to the provisions of these Articles, any Director so appointed shall retire at the next Annual General Meeting but shall then be eligible for election and any Director who so retires shall not be taken into account in determining the number of Directors who are to retire by rotation at such meeting.

Company’s power to remove Directors and appoint others in their stead

The Company may by Ordinary[36] Resolution remove any Director before the expiration of his period of office as Director (including an executive Director but without prejudice to any claim he may have for damages under any contract between him and the Company) and may by Ordinary Resolution appoint another person to be a Director in his stead.

Registers of Directors and Secretary and of interests in shares

The Company shall keep at the Office and make available for inspection as required by the Statutes: -

(a) a register of the Directors and Secretary;

(b) a register of Directors’ interests in shares or debentures of the Company or of any associated corporations of the Company, as defined in The Securities (Disclosure of Interests) Ordinance (Chapter 396 of the laws of Hong Kong), (which register shall be produced and remain open at each Annual General Meeting); and

35 Altered by a special resolution of members passed on 9th September 2004.

36 Altered by a special resolution of members passed on 9th September 2004.

34 -
(c) a register for recording information relating to interests in the share capital of the Company notified to the Company pursuant to the said Securities (Disclosure of Interests) Ordinance.

EXECUTIVE DIRECTORS

(A) The Board may from time to time appoint one or more of their number to be the holder of any executive office (including that of executive Chairman or Deputy Chairman) on such terms and for such period as they think fit and, subject to the terms of any contract between him and the Company, may at any time revoke any such appointment.[37]

Board’s power to appoint executive Directors

(B) The appointment of any Director as Chairman or Deputy Chairman or Managing or Joint Managing or Deputy or Assistant Managing Director shall automatically determine if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract between him and the Company.

The remuneration of an executive Director shall be fixed by the Board and may be by way of salary or commission or participation in the profits, or by any or all of those modes or otherwise.
The Board may entrust to and confer upon any executive Director any of the powers, authorities and discretions exercisable by them as Directors, other than the power to make calls or forfeit shares, upon such terms and conditions and with such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers and may from time to time revoke, withdraw, alter or vary all or any of such powers.

Remuneration

Delegation

ASSOCIATE DIRECTORS

The Board may from time to time and at any time appoint any one or more persons in the employment of the Company to be Associate Directors and may at any time revoke such appointment. The title, duties and powers of an Associate Director shall be such as may from time to time be determined by the Board and an Associate Director shall not for any purpose be deemed to be a member of the Board and accordingly shall not be entitled to participate in any remuneration payable to the Directors pursuant to these Articles or to receive notice of or to attend or vote at meetings of the Board but shall only be entitled to attend such meetings (if any) to which he shall be invited by the Board.

Board’s power to appoint associate Directors

PROCEEDINGS OF THE BOARD

The Board may meet together for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit and determine the quorum necessary for the transaction of business. Until otherwise determined two directors shall be a

Meetings

37 Deleted by a special resolution of members passed on 9th September 2004.

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Votes

quorum. A person who holds office only as an alternate shall if his appointor is not present be counted in the quorum. Questions arising at any meeting of the Board shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote. Members of the Board or of any Committee thereof may participate in a meeting of the Board or of such Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the Chairman of the meeting is then present.

Proceedings in 118. The continuing Directors may act notwithstanding any

case of vacancy in their body Provided that in case the Directors shall at any

vacancies time be reduced in number to less than the minimum number fixed by or in accordance with these Articles, it shall be lawful for the continuing Director or Directors to act for the purpose of filling vacancies or summoning a General Meeting, but not for any other purpose.

Calling of 119. A Director may, and on the request of a Director the Secretary

meetings shall, at any time summon a meeting of the Board. It shall not be necessary to give notice of a meeting of the Board to any Director for the time being absent from Hong Kong. Notice of a meeting of the Board may be given in any manner, including in writing or by cable or telex or facsimile transmission or by telephone or otherwise orally. A Director may waive notice of any meeting and any such waiver may be retrospective. A resolution of the Board shall not be deemed to be invalid by reason only that notice of the resolution was not given in the notice of the meeting at which it was passed.

Chairman

The Board may from time to time elect a Chairman and Deputy Chairman of the Board and determine the period for which they are respectively to hold office. The Chairman so elected, or in his absence the Deputy Chairman, shall preside at all meetings of the Board, but if no such Chairman or Deputy Chairman be elected, or if at any meeting the Chairman or Deputy Chairman be not present within five minutes after the time appointed for holding the same, the Directors present shall choose one of their number to act as Chairman of such meeting.

Quorum of Directors may act

A meeting of the Board at which a quorum is present shall be competent to exercise all or any of the powers, authorities and discretions by or under these Articles vested in or exercisable by the Directors generally.

Power to delegate to Committees

The Board may delegate all or any of their powers to Committees consisting of such person or persons (whether a member or members of their body or not) as they think fit. All Committees so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed upon them by the Board. The meetings and proceedings of any such Committee consisting of two or more persons shall be governed by the provisions in these Articles
36 -

contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not superseded by any regulations made by the Board under this Article.

Validity of acts 123. All acts done by any meeting of the Board, or of a Committee

notwithstanding of the Board, or by any person acting as a Director, shall,

formal defects notwithstanding it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they, or any of them were disqualified, or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified or had continued to be a Director and had been entitled to vote.

A resolution signed by all the Directors or (as the case may be) members of a Committee of the Board for the time being entitled to receive notice of a meeting of the Board or of such Committee shall be as valid and effectual as a resolution passed at a meeting of the Board or (as the case may be) of such Committee duly convened and held and may consist of several documents in like form each signed by one or more Directors or (as the case may be) one or more members of such Committee. A resolution signed by an alternate need not also be signed by his appointor and, if it is signed by a Director who has appointed an alternate, it need not be signed by the alternate in that capacity.
Any Director or the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any Committee of the Board 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 where any books, records, documents or accounts are elsewhere than at the Office the local manager or other officer of the Company having the custody thereof shall be deemed to be the person appointed by the Board as aforesaid.
A document purporting to be a copy of a resolution or an extract from the minutes of a meeting of the Board or of a Committee of the Board which is certified as such in accordance with the provisions of the last preceding Article 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 extract is a true and accurate record of a duly constituted meeting of the Board or of the Committee.
The Board shall cause minutes to be entered in books kept for the purpose of:-

Resolutions in writing

Power to authenticate documents

Documents authenticated as above to be conclusive

Minutes

(A) all appointments of officers made by the Board;
(B) the names of the Directors present at each meeting of the Board and of any Committee of the Board; and
(C) all resolutions and proceedings at all meetings of the
37 -

Company and of the holders of any class of shares in the Company and of the Board and of Committees of the Board.

Any such minutes if purporting to be signed by the Chairman of the meeting at which the proceedings took place or by the Chairman of the next succeeding meeting shall be evidence of the proceedings.

THE SECRETARY

Authority of Assistant and Deputy Secretaries

Subject to the provisions of the Statutes a Secretary shall be appointed by the Board to hold office on such terms and for such period as they may think fit. Any Secretary so appointed may at any time be removed from office by the Board, but without prejudice to any claim for damages for breach of any contract of service between him and the Company. The Board may also appoint from time to time on such terms as they may think fit one or more Assistant or Deputy Secretaries.
Anything required or authorised by the Statutes to be done by or to the Secretary may, if the office is vacant or there is for any other reason no Secretary capable of acting, be done by or to any Assistant or Deputy Secretary or, if there is no Assistant or Deputy Secretary capable of acting by or to any officer of the Company authorised generally or specially in that behalf by the Board Provided that any provision of these Articles or the Statutes 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.

Appointment and removal of Secretary

SEALS

Safe custody and formalities for affixing Seal

Official Seal

(A) The Board shall provide for the safe custody of the Seal and any Securities Seal and neither shall be used without the general or special authority of the Board or of a Committee of the Board authorised by the Board in that behalf and every instrument to which any such Seal (subject to the provisions hereof as to certificates for shares or debentures) is affixed shall be signed by a Director and shall be countersigned by a second Director or the Secretary or some other person duly authorised by the Board.

(B) The Company may have an official seal for use abroad under the provisions of the Statutes, where and as the Board may determine, and the Company may by writing under the Seal appoint any agent or agents, committee or committees abroad to be the duly authorised agent of the Company for the purpose of the fixing and using of such official seal and may impose such restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemed to include any such official seal as aforesaid.

RESERVES

Power to carry

The Board may, before recommending any dividend, whether
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profits to preferential or otherwise, carry to reserve out of the profits of the

reserve Company (including any premiums received upon the issue of debentures or other securities of the Company) such sums as they think proper as a reserve or 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, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company, or of its holding company, if any) as the Board may from time to time think fit. The Board may also without placing the same to reserve carry forward any profits which they may think prudent not to distribute.

Subscription 132. (A) If, so long as any of the rights attached to any warrants Right Reserve issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions applicable under the terms and conditions of the warrants, would reduce the subscription price to below the par value of a share, then the following provisions shall apply:-
(i) as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Article) maintain in accordance with the provisions of this Article a reserve (the “Subscription Right Reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (iii) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Right Reserve in paying up in full such difference in respect of such additional shares as and when the same are allotted;
(ii) the Subscription Right Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than share premium account and capital redemption reserve) have been extinguished and will then only be used to make good losses of the Company if and so far as is required by law;
(iii) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby or (as the case may be) the relevant portion thereof in the event of a partial exercise of the subscription rights and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:
39 -
(a) the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and
(b) the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par,

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

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

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

40 -

what) fraction of a share arises shall be determined according to provisions applicable under the terms and conditions of the warrants or, in the absence of any such provisions, pursuant to paragraph (C) in this Article.

(C) A certificate or report by the Auditors as to whether or not the Subscription Right Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Right Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Right Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

DIVIDENDS

Declaration of dividends

Power to make scrip issues

The profits of the Company available for dividend in accordance with the provisions of the Statues and determined to be distributed shall be applied in the payment of dividends to the members in accordance with their respective rights and priorities. The Company in General Meeting may by Ordinary Resolution declare dividends accordingly.
(A) In respect of any dividend declared or sanctioned by the Board or proposed to be declared or sanctioned by the Company in General Meeting the Board may determine and announce, prior to or contemporaneously with the declaration or sanction of the dividend in question (and provided that an adequate number of unissued shares are available for the purpose):-
(i) that members will be entitled to elect to receive in lieu of such dividend (or such part thereof as the Board may think fit) an allotment of shares credited as fully paid. In any such case the following provisions shall apply:-
(a) the basis of allotment shall be determined by the Board;
(b) the Board, after determining the basis of allotment, shall give notice in writing to the members of the right of election accorded to them and of the record date related thereto and shall send with or following such notice forms of election specifying the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(c) the right of election accorded to members as aforesaid may be exercised in whole or in part; and
(d) the dividend (or that part of the dividend in respect of
41 -

which a right of election has been accorded) shall not be payable on shares in respect of which the share election has been duly exercised (the “elected shares”) and in lieu thereof additional shares shall be allotted credited as fully paid to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise, out of any amount standing to the credit of any of the Company’s reserve accounts (including, subject to Article 143 of these Articles, any sum standing to the credit of the share premium account or capital redemption reserve) or to the credit of the profit and loss account, whether or not the same is available for distribution, and not required for paying any preferential dividend, a sum equal to the aggregate nominal amount of shares to be allotted on such basis and apply the same in paying up in full the appropriate number of unissued shares for allotment and distribution to and amongst the holders of the elected shares on such basis; or

(ii) that members will receive in lieu of such dividend (or such part thereof as the Board may think fit) an allotment of shares credited as fully paid provided that members are at the same time accorded the right to elect to receive such dividend (or part thereof as the case may be) in cash in lieu of such allotment. In any such case, the following provisions shall apply:-
(a) the provisions set out in sub-paragraphs (a), (b) and (c) of paragraph (i) above;
(b) such dividend (or the relevant part thereof as aforesaid) shall not be payable on shares in respect of which the cash election has not been duly exercised (the “non-elected shares”) and in lieu thereof shares shall be allotted credited as fully paid to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise, out of any amount standing to the credit of any of the Company’s reserve accounts (including, subject to Article 143 of these Articles, any sum standing to the credit of the share premium account or capital redemption reserve) or to the credit of the profit and loss account, whether or not available for distribution, and not required for paying any preferential dividend, a sum equal to the aggregate nominal amount of shares to be allotted on such basis and apply the same in paying up in full the appropriate number of unissued shares for allotment and distribution to and amongst the holders of the non-elected shares on such basis.
(B) The shares allotted pursuant to the provisions of paragraph
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(A) above shall rank pari passu in all respects with the fully paid shares then in issue save only as regards participation in the relevant dividend (or share or cash election in lieu).

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

(D) The Board may on any occasion determine that rights of election under paragraph (A)(i) of this Article and the allotment of shares under paragraph (A)(ii) of this Article shall not be made available or made to any members with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of such rights of election or the allotment of shares would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.

Dividends payable only as recommended by Board

Declaration and payment of dividends

Interim dividends

No dividend shall be payable except in accordance with the provisions of the Statutes or in excess of the amount recommended by the Board.
Subject to the rights of persons (if any) entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid up on the shares in respect whereof the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article as paid up on the share. 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 except that if any share is issued on terms providing that it shall rank for dividend as if paid up (in whole or in part) as from a particular date such share shall rank for dividend accordingly.
Subject to the provisions of the Statutes, the Board may if they think fit 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 available for distribution. 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
43 -

dividend, and provided that the Board act bona fide they shall not incur any responsibility to the holders of shares conferring any preference for any damage they may suffer by reason of the payment of any interim dividend on any shares having deferred or non-preferential rights. The Board may also pay half-yearly or at other suitable intervals to be settled by them any dividend payable at a fixed rate if they are of the opinion that the profits available for distribution justify the payment.

(A) The Board may deduct from any dividend or other moneys payable to any member on or in respect of a share all sums of money (if any) immediately payable by him to the Company on account of calls or otherwise in relation to the shares of the Company held by him.

Power to deduct debts due to Company

(B) The Board may retain the dividends or other moneys payable upon the shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a member, or which any person is under those provisions entitled to transfer, until such person shall become a member in respect of such shares or shall transfer the same.

All dividends unclaimed for one year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. If any dividend shall have remained unclaimed for at least six years after the same became payable the Board may forfeit the same and after such forfeiture no member or other person shall have any right to or claim in respect of such dividend. No dividend shall bear interest against the Company.
Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.
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 registered address as appearing in the Register or addressed to such person and at such address as the holder or all of the joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or all of the joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of all of the joint holders, 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. Subject to the consent of the Company, any dividend, interest or other sum payable in cash to the holder of shares may be paid, at the risk of the holder, by direct bank transfer or in such other manner as the holder or, in the case of joint holders, all of the joint holders may in writing request and compliance with such a request shall constitute a good discharge to the Company.
Any General Meeting declaring a dividend may direct payment of such dividend wholly or in part by the distribution of

Unclaimed dividends

Joint holders

Method of payment

Payment in specie

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specific assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways, and the Board shall give effect to such resolution, and where any difficulty arises in regard to the distribution they may settle the same as they think expedient, and in particular may issue fractional certificates 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 upon such trusts for the persons entitled to the dividends as may seem expedient to the Board and may appoint any person to sign any instruments of transfer and any other documents deemed to be expedient by the Board on behalf of the persons entitled to the dividend and such appointment shall be effective and binding on all such persons.

CAPITALISATION OF RESERVES

Power to capitalise

Procedure on capitalisation

The Company may by Ordinary Resolution, upon the recommendation of the Board and subject as hereinafter provided, resolve that it is desirable to capitalise any part of the amount, not required for paying any preferential dividend, for the time being standing to the credit of any of the Company’s reserve accounts (including share premium account or capital redemption reserve) or any undivided profits of the Company (whether or not the same are available for distribution) and that the Board be accordingly authorised and directed to appropriate the sum or profits so resolved to be capitalised as capital to the members in the proportion in which such sum or profits would have been divisible amongst them had the same been applied or been applicable in paying dividends on the shares held by them on such date as shall be fixed by or in accordance with such resolution, and to apply such sum or profits on their behalf, either in or towards paying up the amounts, if any, for the time being unpaid on any shares or debentures held by such members respectively, or in the paying up in full of unissued shares or debentures of the Company of a nominal amount equal to such sum or profits, such shares or debentures to be allotted and distributed, credited as fully paid up, to and among such members in the proportion aforesaid, or partly in one way and partly in the other Provided always that the share premium account or capital redemption reserve and any profits which are not available for distribution may, for the purpose of this Article, only be applied in the paying up of unissued shares to be issued to members as fully paid.
Whenever such a resolution as aforesaid shall have been passed the Board shall make all appropriations and applications of the undivided profits or sum resolved to be capitalised thereby, and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto with full power to the Board to make such provision by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions and also to authorise any person to enter on behalf of all members entitled thereto into an agreement with the
45 -

Company providing for the allotment to them respectively, credited as fully paid up, of any shares to which they may be entitled as the result of such capitalisation, and any agreement made under such authority shall be effective and binding upon all such members.

ACCOUNTS

Books of account

The Board shall cause proper books of account to be kept in accordance with the provisions of the Statutes. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.
The accounting records shall be kept at the Office, or subject to the provisions of the Statutes, at such other place as the Board shall think fit, and shall at all times be open to the inspection of the officers of the Company but no member (not being such an officer) shall have any right to inspect any book, account or document of the Company, except as conferred by the Statutes, or authorised by the Board or by an Ordinary Resolution of the Company.
The Board shall from time to time, in accordance with the provisions of the Statutes, cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are specified in the Statutes.
The Auditors’ report shall be read before the Company in General Meeting and shall be open to inspection as required by the Statutes.
A printed copy of the Directors’ and Auditors’ reports accompanied by copies of the balance sheet, profit and loss account and other documents required by law to be annexed to the balance sheet, shall, not less than twenty-one clear days before the Annual General Meeting, be delivered or sent by post to the registered address of every member and holder of debentures of the Company, to the Auditors, and to every other person who is entitled to receive notices of meetings of the Company under the provisions of the Statutes or these Articles and the required number of copies of each of these documents shall at the same time be forwarded to every stock exchange on which all or any of the shares of the Company have been admitted for listing Provided that this Article shall not require a copy of such documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.
Every such statement of accounts when audited and approved by an Annual General Meeting shall be conclusive except as regards any error discovered therein within three months next after the approval thereof. Whenever any such error is discovered within that period the statement of accounts shall forthwith be corrected, and thenceforth shall be conclusive.

Accounting records

Accounts to be laid before the Company in General Meeting

Auditors’ report

Delivery of reports and accounts

Approval of accounts conclusive

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AUDIT

Auditors shall be appointed and their duties regulated in accordance with the Statutes.

Auditors

NOTICES

Notices to members resident outside Hong Kong

Deemed service of notices

A notice or other document may be served by the Company on any member either personally or by sending it by prepaid post addressed to such member at his registered address as appearing in the Register or by advertisement in a newspaper or newspapers circulating in Hong Kong.
All notices required to be given to the members shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named first in the Register in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders.
Any Member described in the Register by an address outside Hong Kong may by notice in writing require the Company to register an address within Hong Kong which, for the purpose of the service of notices, shall be deemed to be his registered address.
Any notice or other document, if served by post, shall be deemed to have been served at the time when the envelope containing the same is put into a post office situated within Hong Kong; in proving such service it shall be sufficient to prove that the envelope containing the notice or document was properly addressed and put into such post office and a certificate in writing signed by the Secretary or other officer of the Company that the envelope containing the notice was so addressed and put into the post office shall be conclusive evidence thereof.

Notices

Notices to joint members

Notices given 156. Any notice required to be, or which may be, given by

by advertisement shall be published as a paid advertisement in such

advertisement newspaper(s) and for such period as the Board may think fit and shall be deemed to have been served on the day on which the advertisement first so appears. For so long as any share capital of the Company is listed on a stock exchange in Hong Kong, any such notice shall be so published in English in at least one English language newspaper and in Chinese in at least one Chinese language newspaper, being in each case a newspaper published daily and circulating generally in Hong Kong and as may from time to time be specified for this purpose by such stock exchange.

Notices served after death of member

Any notice or document delivered or sent by post to, or left at, the registered address of any member shall, if such member be then deceased, and whether or not the Company has notice of his decease, be deemed to have been duly served on his legal personal representative.

Effect of 158. Every person who, by operation of law, transfer, transmission,

notices or other means whatsoever, shall become entitled to any share, shall

47 -

be bound by every notice in respect of such share, which, previously to his name and address being entered in the Register as the registered holder of such share, shall have been duly given to the person from whom he derives the title to such share.

WINDING UP

Power of liquidator to distribute assets in specie

Power of liquidator to vest assets in trustees

If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and with any other sanction required by the Statutes, divide amongst the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

INDEMNITY

Indemnity of Directors and officers

Subject to the provisions of the Statutes, every Director or other officer for the time being of the Company shall be indemnified out of the assets of the Company against all costs, charges, expenses, losses and liabilities which he may sustain or incur in or about the execution or holding of his office or otherwise in relation thereto.
Subject to the provisions of the Statutes, the Company may purchase and maintain for any Directors or officers of the Company any insurance.[38]

Insurance for Directors and officers

38 Inserted by a special resolution of members passed on 9th September 2004.

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Names, Addresses and Descriptions of Subscribers	Number of Shares taken by each Subscriber
(Sd.) .Shiu Wai Ming, 54 Kennedy Road, Hong Kong Manager of Lock Hing (Sd.) .K.S. Lo, 12 Tai Hang Road, Hong Kong Manager of Eu Tong Seng Ltd.	1 1
Total Number of Shares Taken…..	2

Dated the 5th day of March, 1940. WITNESS to all the above signatures:

(Sdn.) M.W. Lo, Solicitor Hong Kong.

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AI assistant

KLN Logistics Group Limited — AGM Information 2012

49356_rns_2012-03-30_edb13dc2-db7b-4118-844a-1f39e0f93208.pdf

MEMORANDUM

and

NEW ARTICLES OF ASSOCIATION

of

VITASOY INTERNATIONAL HOLDINGS LIMITED ( 維他奶國際集團有限公司 )

SPECIAL RESOLUTION

OF

VITASOY INTERNATIONAL HOLDINGS LIMITED

_________

Passed on 9th September, 2004

SPECIAL RESOLUTION

SPECIAL RESOLUTION

OF

VITASOY INTERNATIONAL HOLDINGS LIMITED

_________

Passed on 3rd September, 2003

AS SPECIAL RESOLUTION

RESOLUTIONS

OF

VITASOY INTERNATIONAL HOLDINGS LIMITED

_______

Passed on 6[th] September, 2000

ORDINARY RESOLUTIONS

RESOLUTIONS

OF

VITASOY INTERNATIONAL HOLDINGS LIMITED

Passed on 3[rd] September, 1998

AS ORDINARY RESOLUTION

Company Limited by Shares

Special Resolution of VITASOY INTERNATIONAL HOLDINGS LIMITED

_________

Passed on the 6[th] day of September, 1996

SPECIAL RESOLUTION

Special Resolution

of

VITASOY INTERNATIONAL HOLDINGS LIMITED

Passed on the 9th day of March, 1994

RESOLUTIONS

Special Resolution

of

VITASOY INTERNATIONAL HOLDINGS LIMITED

Passed on the 28th day of December, 1993

SPECIAL RESOLUTION

CERTIFICATE OF INCORPORATION

VITASOY INTERNATIONAL HOLDINGS LIMITED ( 維他奶國際集團有限公司 )

Ordinary Resolution

of

VITASOY INTERNATIONAL HOLDINGS LIMITED

Passed on the 8th day of August, 1990

RESOLUTION

[C O P Y]

CERTIFICATE OF INCORPORATION ON CHANGE OF NAME

Whereas

THE HONG KONG SOYA BEAN PRODUCTS COMPANY, LIMITED

COMPANY NO. 1678

COMPANY LIMITED BY SHARES

SPECIAL RESOLUTIONS

OF

THE HONG KONG SOYA BEAN PRODUCTS COMPANY, LIMITED

Passed on the 2nd day of March, 1988

RESOLUTIONS

COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

THE HONG KONG SOYA BEAN PRODUCTS COMPANY, LIMITED

RESOLUTION

COMPANY LIMITED BY SHARES

Ordinary Resolution

Ordinary Resolution

THE COMPANIES ORDINANCE

ORDINARY RESOLUTIONS

OF

THE HONG KONG SOYA BEAN PRODUCTS COMPANY, LIMITED

THE COMPANIES ORDINANCE

ORDINARY RESOLUTION

OF

THE HONG KONG SOYA BEAN PRODUCTS COMPANY, LIMITED

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