THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in SHENZHEN INVESTMENT LIMITED , you should at once hand this circular with the accompanying form of proxy to the purchaser or to the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale was effected, for transmission to the purchaser or the transferee.

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

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 00604)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS PROPOSED GENERAL MANDATE TO BUY BACK SHARES PROPOSED GENERAL MANDATE TO ISSUE SHARES PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Shenzhen Investment Limited to be held at Academy Room, 1st Floor, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Thursday, 18 June 2015 at 10:30 a.m. is set out on pages 114 to 118 of this circular. Whether you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon to the office of the Company’s share registrar, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish.

28 April 2015

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed General Mandate to Buy Back Shares. . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Adoption of New Articles of Association . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I – Details of Directors Proposed for Re-election . . . . . . . . . . .	8
Appendix II – Explanatory Statement on Buy-back Mandate . . . . . . . . . .	12
Appendix III – New Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . .	15
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	114

– i –

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company to be held at Academy Room, 1st Floor, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Thursday, 18 June 2015 at 10:30 a.m. or, where the context so requires, any adjournment thereof

“Articles of Association” the articles of association of the Company
“Board” the board of Directors
“Buy-back Mandate” a general mandate to the Directors to exercise the powers of the Company to buy back Shares on the Stock Exchange representing up to a maximum of 10% of the total number of Shares in issue at the date of passing of the resolution
“Companies Ordinance” the Companies Ordinance, Chapter 622 of the Laws of Hong Kong
“Company” Shenzhen Investment Limited
“Directors” the directors of the Company
“Group” the Company and its subsidiaries
“Issue Mandate”
a general mandate to the Directors to issue Shares representing up to 20% of the total number of Shares in issue at the date of the passing of the resolution
“Last Annual General Meeting”
the annual general meeting of the Company held on 19 June 2014
“Latest Practicable Date”
20 April 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular
“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

“Notice of Annual General the notice convening the Annual General Meeting, a copy Meeting” of which is set out on pages 114 to 118 of this circular “PRC” the People’s Republic of China “Shareholder(s)” holder(s) of Shares “Shares” shares of the Company “Shum Yip Holdings” Shum Yip Holdings Company Limited, a substantial shareholder of the Company “Shum Yip Group” 深業集團有限公司 (Shum Yip Group Limited*), the holding company of Shum Yip Holdings “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

The English translation is for identification purpose only

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LETTER FROM THE BOARD

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 00604)

Executive Directors: Mr. LU Hua (Chairman) Mr. GAO Shengyuan Mr. MOU Yong Mr. LIU Chong

Non-Executive Directors: Dr. WU Jiesi Mr. HUANG Yige

Registered Office: 8th Floor New East Ocean Centre 9 Science Museum Road Tsimshatsui Kowloon Hong Kong

Independent Non-Executive Directors:

Mr. WU Wai Chung, Michael Mr. LI Wai Keung Dr. WONG Yau Kar, David

28 April 2015

To the Shareholders

Dear Sir or Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS PROPOSED GENERAL MANDATE TO BUY BACK SHARES PROPOSED GENERAL MANDATE TO ISSUE SHARES PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in connection with the proposals at the Annual General Meeting to consider (i) the re-election of retiring Directors; (ii) the grant of the Buy-back Mandate and Issue Mandate and the extension of the Issue Mandate; and (iii) the adoption of the new Articles of Association, and to give you the Notice of Annual General Meeting.

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LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

The Board currently comprises 9 Directors, namely, Mr. LU Hua, Mr. GAO Shengyuan, Mr. MOU Yong, Mr. LIU Chong, Dr. WU Jiesi, Mr. HUANG Yige, Mr. WU Wai Chung, Michael, Mr. LI Wai Keung and Dr. WONG Yau Kar, David.

In accordance with Article 101 of the Articles of Association, Mr. LIU Chong, Dr. WU Jiesi and Mr. LI Wai Keung will retire by rotation at the Annual General Meeting and being eligible, offer themselves for re-election. Details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.

Mr. LI Wai Keung, being an Independent Non-executive Director of the Company eligible for re-election at the Annual General Meeting, has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. Mr. LI has served as an Independent Non-executive Director of the Company for more than 9 years. During his years of appointment, Mr. LI has demonstrated his ability to provide an independent view on the Company’s matters. Notwithstanding his years of service as an Independent Non-executive Director of the Company, the Board is of the view that Mr. LI is able to continue to fulfill his role as required and thus recommends him for re-election at the Annual General Meeting. Further, the Company is of the view that Mr. LI meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

PROPOSED GENERAL MANDATE TO BUY BACK SHARES

An ordinary resolution was passed at the Last Annual General Meeting whereby a general mandate was granted to the Directors to buy back Shares representing up to 10% of the total number of Shares in issue at the date of the relevant resolution. Such a general mandate will lapse at the conclusion of the Annual General Meeting. Therefore, an ordinary resolution will be proposed at the Annual General Meeting to grant the Buy-back Mandate, details of which are set out in ordinary resolution No. 8 in the Notice of Annual General Meeting.

In accordance with the Listing Rules, an explanatory statement to provide Shareholders with all information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution to approve the Buy-back Mandate is set out in Appendix II to this circular.

PROPOSED GENERAL MANDATE TO ISSUE SHARES

Ordinary resolutions were passed at the Last Annual General Meeting whereby (i) a general mandate was given to the Directors to allot, issue and deal with Shares representing up to 20% of the total number of Shares in issue at the date of the relevant resolution and (ii) such a general mandate was extended by adding thereto of the number of Shares bought back by the Company pursuant to the general mandate to buy back Shares granted to the Directors. Such general mandates will lapse at the conclusion of the Annual General Meeting. Therefore,

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LETTER FROM THE BOARD

ordinary resolutions will be proposed at the Annual General Meeting to (i) grant to the Directors the Issue Mandate and (ii) extend the Issue Mandate by adding to the number of Shares being bought back under the Buy-back Mandate in order to allow flexibility and discretion to the Directors to issue any Shares, details of which are set out in ordinary resolution Nos. 9 and 10 in the Notice of Annual General Meeting.

PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION

In order to bring the existing Articles of Association in line with the Companies Ordinance, which came into effect on 3 March 2014, as well as to modernise and update the Articles of Association, certain amendments are proposed to be made to the Articles of Association. In view of the substantial number of amendments, the Board proposes that the Company takes this opportunity to adopt a new set of the Articles of Association, consolidating all the previous and proposed amendments, to replace the existing Articles of Association with effect from the date of the passing of the relevant special resolution (resolution No. 11 in the Notice of Annual General Meeting) at the Annual General Meeting.

The major amendments to the Articles of Association pursuant to the Companies Ordinance include the following:

(a) to formally migrate the mandatory clauses from the Memorandum of Association of the Company (such as the name of the Company and the limited liability of the members) to the Articles of Association given that the Articles of Association have become the single constitutional document of the Company due to the abolition of the Memorandum of Association under the Companies Ordinance;
(b) to abandon the objects clauses as it is no longer required to include such provisions in the Articles of Association without prejudicing the ability of the Company to undertake business;
(c) to remove all the references in the Articles of Association to authorised capital, par or nominal value of Shares, unissued Shares, capital redemption reserve fund and share premium account which have become obsolete due to the mandatory no par value regime under the Companies Ordinance;
(d) to delete the articles relating to conversion of Shares into stock and subscription right reserves as the Companies Ordinance has repealed the power of a company to convert Shares into stock and the abolition of the par value concept;
(e) to provide a statement of the reasons for refusal of registration of a transfer of Shares within 28 days, if required by the transferor or the transferee of the Shares;
(f) to lower the threshold for demanding a poll from 10% to 5% of the total voting rights of members having the right to vote at a general meeting;
(g) to amend the minimum notice period for convening a general meeting (other than an annual general meeting) for passing a special resolution from 21 days to 14 days;

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LETTER FROM THE BOARD

(h) to include the following new provisions in respect of appointment of proxy:
(i) to allow multiple proxies and to permit a proxy to exercise all or any of the member’s rights to attend and to speak and vote at a general meeting including voting on a show of hands, with multiple proxies excepted;
(ii) to prescribe the statutory period in various situations for the return of proxy form; and
(iii) to set out the notice requirement in the case of revocation of proxy’s authority;
(i) to broaden the scope of the requirement for declaration of a director’s interest by requiring a director to declare the nature and extent of the interest of himself and his connected entities and the direct or indirect interest in any transaction, contract or arrangement of himself and his connected entities and to specify the timing and procedures of declaration of such interests by a director in accordance with the Companies Ordinance;
(j) to allow the Company to execute a document as a deed without using its common seal as permitted under the Companies Ordinance; and
(k) to replace the obsolete terms with the new terms used in Companies Ordinance; and the Section references to the previous Companies Ordinance (Chapter 32, the Laws of Hong Kong) with the corresponding Section references to the Companies Ordinance.

Certain house-keeping amendments to the Articles of Association are also proposed, including consequential amendments in line with the above amendments to the Articles of Association, as well as the updating of certain provisions with reference to the Listing Rules currently in force and deleting the articles which have no practical use.

The full text of the proposed new Articles of Association (marked-up against the Articles of Association currently in force) is set out in Appendix III to this circular. The Chinese translation of the proposed new Articles of Association set out in the Chinese version of this circular is for reference only. In case there is any discrepancy or inconsistency between the English and Chinese versions, the English version shall prevail.

ANNUAL GENERAL MEETING

At the Annual General Meeting, ordinary resolutions will be proposed to approve, among other things, the re-election of retiring Directors, the Buy-back Mandate and the Issue Mandate and the extension of the Issue Mandate and a special resolution will be proposed to adopt the new Articles of Association. The Notice of Annual General Meeting is set out on pages 114 to 118 of this circular.

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LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the Annual General Meeting will be taken by poll except where the Chairman, in good faith, decides to allow a resolution which relates purely to procedural or administrative matters to be voted on a show of hands. The Chairman of the Annual General Meeting will, therefore, exercise his power under Article 73 of the Articles of Association to put each of the resolutions to be proposed at the Annual General Meeting to be voted by way of a poll. Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A proxy form for use at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the proxy form in accordance with the instructions printed thereon to the office of the Company’s share registrar, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish.

RECOMMENDATION

The Directors consider that the re-election of the retiring Directors, the granting of the Buy-back Mandate and the Issue Mandate and the extension of the Issue Mandate and the adoption of new Articles of Association are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

By order of the Board Shenzhen Investment Limited LU Hua Chairman

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The details of the Directors proposed to be re-elected at the Annual General Meeting are set out below:

Mr. LIU Chong , aged 55, an Executive Director since 30 December 2010 and a Vice President of the Company since April 2010. Mr LIU is also a vice president of Shum Yip Group and Shum Yip Holdings and a director of Shum Yip Shahe (Group) Company Limited. He holds a bachelor’s degree and postgraduate qualification from The Jiangxi University of Finance and Economics with major in Accounting and he is a senior accountant. Mr. LIU is also a director of various members of the Group. Prior to joining the Group, he used to serve successively as a deputy general manager and financial controller of Shenzhen SDG Company Limited (深圳市特發集團有限公司), a director and financial controller of Shenzhen Petrochemical Group Co., Ltd., a director and financial controller of Shenzhen Health Mineral Water Co., Ltd., and a director of Shenzhen Tellus (Group) Company Limited (200025.SZ). Mr. LIU has over 30 years of experience in finance and accounting management.

Mr. LIU was an independent director of Shenzhen Shenxin Taifeng Group Co., Ltd., (000034.SZ) (“Shenxin Taifeng”) during the period from May 2009 to February 2014. Shenxin Taifeng is a company established in the PRC principally engaged in the development, manufacture and sale of communication products, as well as production of feedstuffs and breeding of poultry. On 20 November 2009, the Shenzhen Intermediate People’s Court, PRC (深圳市中級人民法院) (“Court”) granted an order that Shenxin Taifeng shall undergo a restructuring and an administrator (管理人) was thereby appointed. On 15 January 2010, the Court, PRC ordered that four subsidiaries of Shenxin Taifeng shall undergo restructuring. On 30 April 2010, the Court further granted an order to approve the restructuring proposal of Shenxin Taifeng and its four subsidiaries (the “Restructuring”). The estimated amount involved in the Restructuring was approximately RMB2,113 million, comprising an external debt of RMB1,525 million. According to the Restructuring, part of the debt had been settled by way of remise of shares by Shenxin Taifeng’s promoter in accordance with the respective repayment rates, and Shenxin Taifeng and its four subsidiaries shall not be liable for the remaining debt pursuant to requirement under the Law of the People’s Republic of China on Enterprise Bankruptcy. On 30 August 2010, the Court ordered that the Restructuring was completed and Shenxin Taifeng ceased to be liable for the relevant debt in the said proceeding.

Save as disclosed above, Mr. LIU did not hold any directorships in any other listed public companies in the last three years.

Save as disclosed above, Mr. LIU does not have any relationships with any Directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. LIU had beneficial interest in an option to subscribe for 586,000 Shares at a subscription price of HK$2.39 per Share and an option to subscribe for 5,246,000 Shares at a subscription price of HK$2.85 per Share within the meaning of Part XV of the Securities and Futures Ordinance.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The Company has entered into an appointment letter with Mr. LIU for a term of 3 years commencing on 30 December 2013, subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. LIU is entitled to receive a basic salary and allowance of such amount per annum as the Board may determine from time to time. He is currently entitled to a basic salary and allowances of HK$845,819 per annum. In addition, Mr. LIU is also entitled to discretionary bonuses, share options or other benefits as may be decided by the Board having regard to his performance and duties, the Company’s performance and profitability and the prevailing market condition. For the year ended 31 December 2014, his total remuneration was HK$2,129,429 which comprised salaries and allowances of HK$845,819, discretionary bonuses of HK$1,008,788, pension scheme contribution of HK$274,822.

Dr. WU Jiesi , aged 63, a Non-executive Director since 11 May 2006. Dr. WU holds a doctorate degree in Economics and conducted post-doctorate research work in theoretical economics at The Nankai University in the PRC and was conferred a professorship qualification by The Nankai University in 2001. Dr. WU served in various positions in Industrial and Commercial Bank of China from 1984 to 1995 and served as the president of the Shenzhen Branch. From 1995 to 1998, he served as the deputy mayor of the Shenzhen Municipal Government. From 1998 to 2000, he served as the assistant to the Governor of Guangdong Province.

Dr. WU served as the chairman and honorary president of Guangdong Investment Limited (270.HK), the director and honorary president of Guangdong Tannery Limited (1058.HK), the executive director of Hopson Development Holdings Limited (754.HK), and the independent non-executive director of Yingli Green Energy Holding Company Limited (NYSE:YGE) and China Merchants Bank Co., Ltd (3968.HK), respectively. In addition, Dr. WU had also been serving as an non-executive director of China Water Affairs Group Limited (855.HK) from 2006 to 2013, an executive director, a non-executive director and vice chairman of China Aoyuan Property Group Limited (3883.HK) respectively from 2008 to 2013, and an independent director of China Merchants Securities Co., Ltd. (600999.SH) from 2013 to 2014. At present, Dr. WU is a non-executive director of Silver Base Group Holdings Limited (886.HK), an independent director of China Life Franklin Asset Mgt., Co., Ltd, and an independent non-executive director of China Taiping Insurance Holdings Company Limited (966.HK), Beijing Enterprises Holdings Limited (392.HK), Industrial and Commercial Bank of China (Asia) Limited and China CITIC Bank International Limited respectively. Dr. WU has rich experience in finance and corporate management.

Save as disclosed above, Dr. WU did not hold any directorship in any other listed public company in the last three years.

Save as disclosed above, Dr. WU does not have any relationships with Directors, senior management, substantial or controlling shareholders of the Company.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

As at the Latest Practicable Date, Dr. WU had beneficial interests in 3,400,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

The Company has entered into an appointment letter with Dr. WU for a term of 3 years commencing on 11 May 2012, subject to retirement by rotation and re-election in accordance with the Articles of Association. Dr. WU is currently entitled to receive a director’s fee of HK$330,000 per annum. In addition, Dr. WU is also entitled to receive discretionary bonuses, share options or other benefits as may be decided by the Board having regard to his performance and duties, the Company’s performance and profitability and the prevailing market condition. For the year ended 31 December 2014, he received a director’s fee of HK$330,000.

Mr. LI Wai Keung , aged 58, an Independent Non-executive Director since 27 September 2004. Mr. LI graduated from The Hong Kong Polytechnic and holds a master’s degree in Business Administration from The University of East Asia. He is a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. Mr. LI had worked for Henderson Land Development Company Limited (12.HK). He was also an independent non-executive director of Sun Century Group Limited Hong Long Holdings Limited (1383.HK). Mr. LI is currently a non-executive director of Guangdong Investment Limited (270.HK) and an executive director and financial controller of GDH Limited. He is also an executive director of Guangdong Land Holdings Limited (formerly known as Kingway Brewery Holdings Limited) (124.HK), an independent non-executive director of Hans Energy Company Limited (554.HK) and China South City Holdings Limited (1668.HK), and a director of Shenzhen City Airport (Group) Company Limited (000089.SZ). In addition, he was appointed as a management accounting advisor of the Ministry of Finance, PRC since 21 July 2014, he is also a member of the Council of the Hong Kong Chinese Orchestra Limited, the vice chairman of the Financial and Accounting Affairs Steering Committee of the Hong Kong Chinese Enterprises Association, and the executive vice president of Hong Kong Business Accountants Association Limited.

Save as disclosed above, Mr. LI did not hold any directorships in any other listed public companies in the last three years or any position with the Group.

Save as disclosed above, Mr. LI does not have any relationships with any Directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. LI had beneficial interest in 1,131,866 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The Company has entered into an appointment letter with Mr. LI for a term of 3 years commencing on 1 January 2014, subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. LI is currently entitled to a director’s fee of HK$380,000 per annum. In addition, Mr. LI is also entitled to receive discretionary bonuses, share options or other benefits as may be decided by the Board having regard to his performance and duties, the Company’s performance and profitability and the prevailing market condition. For the year ended 31 December 2014, he received a director’s fee of HK$380,000.

Save as disclosed above, there are no other matters relating to the re-election of Mr. LIU Chong, Mr. WU Jiesi and Mr. LI Wai Keung that need to be brought to the attention of Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

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APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE

This appendix serves as an explanatory statement required to be sent to the Shareholders under 10.06(1)(b) of the Listing Rules to provide the requisite information to Shareholders for their consideration of the Buy-back Mandate and also constitutes the memorandum as required under Section 239(2) of the Companies Ordinance.

1. SHARES IN ISSUE

As at the Latest Practicable Date, the total number of Shares in issue comprised 6,699,869,289 Shares.

Subject to the passing of the Ordinary Resolution No. 8 set out in the Notice of Annual General Meeting, and on the assumption that no further Shares are issued or bought back prior to the Annual General Meeting, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 669,986,928 Shares.

2. REASONS FOR BUY-BACKS

Buy-backs of Shares will only be made when the Directors believe that such buy-back(s) will benefit the Company and its Shareholders. Such buy-back(s) may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share.

3. FUNDING OF BUY-BACKS

In buying back its own shares, the Company may only apply funds legally available for such purpose in accordance with the laws of Hong Kong and the Articles of Association of the Company. The Companies Ordinance provides that the amount of capital repaid in connection with a share buy-back may only be paid from the distributable profits of the company or from the proceeds of a new issue of shares made for the purpose of the buy-back.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report for the year ended 31 December 2014) in the event that the Buy-back Mandate is exercised in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. GENERAL

The Directors have undertaken to the Stock Exchange that they will exercise the power to buy back Shares pursuant to Ordinary Resolution No. 8 set out in the Notice of Annual General Meeting in accordance with the Listing Rules and the applicable laws and regulations of Hong Kong.

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APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Buy-back Mandate if such is approved by the Shareholders.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares held by them to the Company, or have undertaken not to do so, if the Buy-back Mandate is approved by Shareholders.

If as a result of a buy-back of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Shum Yip Group had an indirect interest in 4,480,478,142 Shares, representing approximately 66.87% of the total number of Shares in issue through its 100% interests in Shum Yip Holdings, being a substantial shareholder of the Company. To the best of the knowledge and belief of the Company, no other person, together with its/his/her associates, was beneficially interested in Shares representing 10% or more of the total number of Shares in issue.

In the event that the Directors exercise in full the power to buy back Shares which is proposed to be granted pursuant to Ordinary Resolution No. 8 set out in the Notice of Annual General Meeting, the interest of Shum Yip Group in the Company held through Shum Yip Holdings would be increased to approximately 74.30% of the total number of Shares in issue. The Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any buy-backs made under the Buy-back Mandate. The Directors will use their best endeavours to ensure that the Buy-back Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than 25% of the total number of Shares in issue.

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APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE

5. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:–


	Highest	Lowest
	HK$	HK$
2014
April	2.64	2.57
May	2.53	2.48
June	2.57	2.53
July	2.60	2.55
August	2.66	2.62
September	2.40	2.40
October	2.21	2.17
November	2.29	2.23
December	2.24	2.19
2015
January	2.38	2.31
February	2.36	2.30
March	2.49	2.41
April (up to Latest Practicable Date)	3.70	3.45

6. SHARE BUY-BACK MADE BY THE COMPANY

The Company had not bought back any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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NEW ARTICLES OF ASSOCIATION

APPENDIX III

This is a marked up version which shows differences between the existing Memorandum and Articles of Association of the Company and the proposed new Articles of Association. Should there be any discrepancy or inconsistency between the English version and its Chinese translation, the English version shall prevail.

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MEMORANDUM
AND
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NEW A RTICLES OF ASSOCIATION
(As adopted by Special Resolution passed on [ ● ] 12th February, 1997 )
OF
SHENZHEN INVESTMENT LIMITED
深圳控股有限公司
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Incorporated the 15th day of December, 1992.
Woo, Kwan, Lee & Lo
Solicitors & Notaries
Hong Kong
Re-printed by
CARNIVAL PRINTING CO.
Hong Kong.
Tel.: 2544 0830
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~~Registration No. 394386~~

~~THE COMPANIES ORDINANCE (CHAPTER 32)~~

~~SPECIAL RESOLUTION~~

~~OF~~

SHENZHEN INVESTMENT LIMITED 深圳控股有限公司

~~Passed on the 12th day of June, 2006~~

~~At the Annual General Meeting of the Company duly convened and held at Cypress Room, InterContinental Hong Kong, 18 Salisbury Road, Kowloon, Hong Kong on Monday, the 12th day of June, 2006 at 2:00 p.m., the following resolution was duly passed as a Special Resolution:-~~

SPECIAL RESOLUTION

~~“THAT the Articles of Association of the Company be and are hereby amended in the following manner:-~~

~~(a) Article 71~~

~~by deleting the existing Article 71 in its entirety and substituting therefor the following new Article and its marginal note:~~

~~“71. The Chairman (if any) of the Board or, if he is absent or declines to take the chair at such meeting, the Deputy Chairman (if any) shall take the chair at every general meeting, or, there be no such Chairman or Deputy Chairman or, if at any general meeting neither of such Chairman or Deputy Chairman is present within fifteen minutes after the time appointed for holding such meeting, or both such persons decline to take the chair at such meeting, the Directors present shall choose one of their number to act as Chairman, or if one Director only is present he shall take the chair if he is willing to act as Chairman, and if no Director is present or if all the Directors present decline to take the chair or if the Chairman chosen shall retire from the chair, then the members present shall choose one of their number to be Chairman.”;~~

~~Chairman of general meeting.~~

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(b) Article 92

~~by deleting the last sentence of the Article 92 in its entirety and substituting therefor the following sentence:~~

~~“Any Director so appointed shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the existing Board), and shall then be eligible for re-election.”;~~

~~(c) Article 101~~

~~by deleting the existing Article 101 in its entirety and substituting therefor the~~ following new Article and its marginal note:

~~“101.Subject to the manner of retirement by rotation of Directors as from time to time prescribed under the Listing Rules, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election.”; and~~

~~Rotation and retirement of Directors.~~

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~~(d) Article 122~~

~~by deleting the existing Article 122 in its entirety and substituting therefor the following new Article and its marginal note:~~

~~“122.The Board may from time to time elect or otherwise appoint a Chairman. Director to be Chairman or Deputy Chairman and determine the period for which each of them is to hold office. The Chairman or, in his absence, the Deputy Chairman shall preside at meetings of the Board, but if no such Chairman or Deputy Chairman be elected or appointed, or if at any meeting the Chairman or Deputy Chairman is not present within five minutes after the time appointed for holding the same, the Directors present shall choose one of their number to be Chairman of such meeting.”.”~~

~~(Sd.) Hu Aimin~~

~~HU AIMIN (Chairman)~~

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~~Registration No. 394386~~

~~THE COMPANIES ORDINANCE (CHAPTER 32)~~

~~SPECIAL RESOLUTION~~

~~OF~~

SHENZHEN INVESTMENT LIMITED 深圳控股有限公司

~~Passed on the 3rd day of June, 2004~~

~~At the Annual General Meeting of the above Company duly convened and held at Cherry Room, InterContinental Hong Kong, 18 Salisbury Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 3rd June, 2004 at 3:00 p.m., the following resolution was duly passed as a Special Resolution:-~~

SPECIAL RESOLUTION

~~“THAT the Articles of Association of the Company be and are hereby amended in the following manner:-~~

~~(a) Article 2~~
~~(i) by deleting the definition of “associate” in Article 2 in its entirety and substituting therefor the following new definition and its marginal note:-~~

~~“associate” shall have the meaning ascribed to it under the Listing associate. Rules;~~

~~(ii) by deleting the definition of “clearing house” in Article 2 in its entirety and substituting therefor the following new definition and its marginal note:-~~
~~“clearing house” shall mean a recognised clearing house within the clearing house. meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);~~

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~~(iii) by adding the following definitions and their marginal notes immediately after the definition of “dollars” in Article 2:-~~

~~“electronic communication” shall mean a communication sent by electronic transmission in any form through any medium, cable and telex message;~~

~~electronic communication.~~

~~“Entitled Person” shall mean an “entitled person” as defined under the Companies Ordinance;~~

~~Entitled Person.~~

~~“the Listing Rules” shall mean the Rules Governing the Listing of Listing Rules. Securities on The Stock Exchange of Hong Kong Limited and any amendments thereto for the time being in force;~~

~~(iv) by deleting the words “Secretary for administrative service and information” in the last line of the definition of “newspaper” in Article 2 and substituting therefor the words “Chief Secretary for Administration”.~~

~~(v) by adding the following definition and its marginal note immediately after the definition of “the register” in Article 2:-~~

~~“relevant financial documents” shall mean the “relevant financial relevant financial documents” as defined under the Companies Ordinance; documents.~~

~~(vi) by adding the following definition and its marginal note immediately after the definition of “shareholders” or “members” in Article 2:-~~

~~“summary financial report” shall mean the “summary financial report” as defined under the Companies Ordinance;~~

~~summary financial report.~~

~~(vii) by deleting the definition of “writing” or “printing” in Article 2 in its entirety and substituting therefor the following new definition and its marginal note:-~~

~~“writing” and “printing” shall mean written or printed or printed by lithography or printed by photography or typewritten or produced by any other modes of representing words or figures in a visible form or,~~

~~writing, printing.~~

~~to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or partly in one visible form and partly in another visible form;~~

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~~(viii) by adding the following paragraph and its marginal note as the last paragraph of Article 2:-~~

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

~~Document being executed and document.~~

(b) Article 15

~~by deleting the existing Article 15 in its entirety and substituting therefor the following new Article and its marginal note:-~~

~~“15. Every person whose name is entered as a member in the register shall be entitled to receive within such period of time as may be prescribed by the Companies Ordinance or the Listing Rules after allotment or lodgement of a transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or, if he so request, in a case where the allotment or transfer is of a number of shares in excess of the number for the time being forming the stock exchange board lot, upon payment, (i) in the case of an allotment, of a fee not exceeding such maximum amount as may from time to time be prescribed by the Listing Rules for every certificate after the first; or (ii) in the case of a transfer, of a fee not exceeding such maximum amount as may from time to time be prescribed by the Listing Rules for every certificate, such number of certificates for shares in stock exchange board lots or multiples thereof as he shall request and one for the balance (if any) of the shares in question, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue a certificate or certificates to each other person, and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders.”.~~

~~Share certificates.~~

(c) Article 19

~~by deleting the words “as The Stock Exchange of Hong Kong Limited may determine to be the maximum fee payable or such lesser sum as the Board may determine” after the word “any,” in the second line of Article 19 and substituting therefor the words “not exceeding such maximum amount as may from time to time be prescribed by the Listing Rules”.~~

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~~(d) Article 39~~

~~by deleting the words “of such maximum sum as The Stock Exchange of Hong Kong Limited may determine to be payable or such lesser sum as the Board may from time to time require” after the word “fee” in the first line of paragraph (a) of Article 39 and~~

~~substituting therefor the words “not exceeding such maximum amount as may from time to time be prescribed by the Listing Rules”.~~

(e) Article 42

~~by deleting the words “without charge” after the word “issued” and “him” in the third line and the fifth line of Article 42 respectively and substituting therefor the words “with a fee not exceeding the maximum amount as may from time to time be prescribed by the Listing Rules” respectively.~~

~~(f) Article 73~~
~~(i) by inserting the words “unless a poll is taken as may from time to time be required under the Listing Rules or any other applicable laws, rules or regulations or” before the word “unless” in the second line of the first paragraph of Article 73.~~
~~(ii) by inserting the words “a poll is so taken as required under the Listing Rules or any other applicable laws, rules or regulations or unless” after the word “Unless” at the beginning of the second paragraph of Article 73.~~

(g) Article 82

~~by adding the following new paragraph and its marginal note immediately after paragraph (b) of Article 82:~~

~~“(c) Where the Company has knowledge that any member is, under any applicable laws and the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.”.~~

~~Voting in contravention of Listing Rules.~~

(h) Article 93

~~by adding the following new paragraph immediately after paragraph (d) of Article 93:-~~

~~“(e) An alternate Director shall be deemed to be the agent of the Director who appoints him. A Director who appoints an alternate Director shall be vicariously liable for any tort committed by the alternate Director while acting in the capacity of alternate Director.”.~~

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~~(i) Article 100~~
~~(i) by deleting paragraphs (h), (i), (j) and (k) of Article 100 in their entirety and substituting therefor the following new paragraphs:~~
- ~~“(h) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associate(s) to his knowledge is/are materially interested, but this prohibition shall not apply to any of the following matters namely:-~~
  - ~~(i) any contract or arrangement for the giving by the Company of any security or indemnity to the Director or his associate(s) in respect of money lent or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;~~
  - ~~(ii) any contract or arrangement for the giving by the Company of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;~~
  - ~~(iii) any contract, arrangement or proposal concerning an offer of the shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or subunderwriting of the offer;~~
  - ~~(iv) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company, by virtue only of his/their interest in shares or debentures or other securities of the Company;~~
  - ~~(v) any contract, arrangement or proposal concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director and/or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in 5 per cent. or more of the issued shares or voting rights of any class of shares of such company (or of any third company through which his interest or that of his associates is derived);~~

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~~(vi) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to the Directors, his associates and employees of the Company or any of its subsidiaries or its associated companies and does not provide in respect of any Director or his associate(s) any privilege not generally accorded to the employees to whom such scheme or fund relates; and~~
~~(vii) any proposal or arrangement concerning the adoption, modification or operation of any share scheme involving the issue or grant of options over shares or other securities by the Company to, or for the benefit of the employees of the Company or any of its subsidiaries under which the Director or his associate(s) may benefit.~~
~~(i) A company shall be deemed to be a company in which a Director and/or his associate(s) own(s) 5 per cent. or more if and so long as (but only if and so long as) he and/or his associate(s) is/are (either directly or indirectly) the holder(s) of or beneficially interested in 5 per cent. or more of any class of the equity share capital of such company (or of any third company through which his interest or that of any of his associates is derived) or of the voting rights available to members of such company. For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder and any shares which carry no voting right at general meetings and very restrictive dividend and return of capital right.~~
~~(j) Where a company in which a Director and/or his associate(s) hold(s) 5 per cent. or more is materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.~~
~~(k) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or his associate(s) or as to the entitlement of any Director (other than such chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director and/or his associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the~~

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~~meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall be counted in the quorum but shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board.”.~~

~~(ii) by adding the words “or his associate(s) is/are” immediately after the word “is” in the fourth line of paragraph (l) of Article 100.~~
~~(iii) by adding the words “or whose associate(s) is/are” immediately after the word “is” in the third line of paragraph (m) of Article 100.~~
~~(j) Article 105~~

~~by deleting the existing Article 105 in its entirety and substituting therefor the following Article and its marginal note:~~

~~“105. No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a notice signed by a member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a notice signed by the person to be proposed for his willingness to be elected shall have been lodged at the registered office provided that the minimum length of the period, during which such notice(s) are given, shall be at least seven (7) days and that the period for lodgment of such notice(s) shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and ending no later than seven (7) days prior to the date appointed for such general meeting.”.~~

~~Notices to be given when person proposed for election.~~

(k) Article 107

~~by deleting the words “special resolution” in the first line of Article 107 and the marginal note of Article 107 and substituting therefor the words “ordinary resolution”.~~

~~(l) Article 123~~

~~by deleting the words “three Directors” after the word “determined” in the third line of Article 123 and substituting therefor the words “two Directors”.~~

~~(m) Article 163~~

~~by deleting Article 163 in its entirety and substituting therefor the following new Article and its marginal note:~~

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~~“163. (a) The Board shall from time to time in accordance with the provisions of the Companies Ordinance cause to be prepared and laid before the Company at its annual general meeting the relevant financial documents.~~

~~Relevant financial documents and summary financial repot.~~

~~(b) Subject to paragraph (c) of this Article, the Company shall in accordance with the Companies Ordinance and other applicable laws, rules and regulations, deliver or send to every member of, and every holder of debentures of, the Company and to every Entitled Person a copy of the relevant financial documents of the Company or a copy of the summary financial report in place of a copy of the relevant financial documents from which the report is derived, not less than twenty-one days before the date of the general meeting of the Company concerned (or such other time as is permitted under the Companies Ordinance and other applicable laws, rules and regulations).~~
~~(c) Where any Entitled Person has, in accordance with the Companies Ordinance and other applicable laws, rules and regulations, agreed or is deemed to have agreed to his having access to the relevant financial documents and/or the summary financial report on the Company’s computer network as mentioned in Article 168 or, to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations, in any other manner (including any other form of electronic communication) instead of being sent the documents or report, as the case may be (an “assenting person”), the publication or making available by the Company, in accordance with the Companies Ordinance and other applicable laws, rules and regulations, on the Company’s computer network referred to above of the relevant financial documents and/or the summary financial report throughout the period beginning not less than twenty-one days before the date of the general meeting of the Company concerned and ending on such date in accordance with the Companies Ordinance and other applicable laws, rules and regulations (or such other period of time as is permitted under the Companies Ordinance and other applicable laws, rules and regulations) or in such other manner, shall be treated as having sent a copy of the relevant financial documents or a copy of the summary financial report to an assenting person in satisfaction of the Company’s obligations under paragraph (b) of this Article.”.~~

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~~(n) Articles 167, 168, 169 and 170~~

~~by deleting Articles 167, 168, 169 and 170 in their entirety and substituting therefor the following new Articles and their marginal notes:~~

~~“167. Every Entitled Person shall register with the Company an address either in Hong Kong or elsewhere to which notices can be sent and if any member shall fail so to do, notice may be given to such member by sending the same in any of the manners hereafter mentioned to his last known place of business or residence, or if there be none, by posting the same for one day at the registered office of the Company or by posting the same on the website of the Company or any other electronic means. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the register and notice so given shall be sufficient notice to all the joint holders.~~

~~Address of shareholders and service of notices to joint holders.~~

~~168. Any notice or document (including any “corporate communication” as defined in the Listing Rules), whether or not to be given or issued under the Companies Ordinance, other applicable laws, rules and regulations or these presents from the Company, may be served or delivered by the Company upon any Entitled Person:~~

~~Service of notices.~~

~~(i) personally;~~
~~(ii) by sending it through the post in a prepaid envelope or wrapper addressed to such person at his registered place of address;~~
~~(iii) by advertisement in English in at least one English language newspaper and in Chinese in at least one Chinese language newspaper and for such period as the Board shall think fit to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations;~~
~~(iv) by sending or transmitting it as an electronic communication to such person at any telex or facsimile transmission number or electronic number or electronic address or computer network or website supplied by him to the Company for the giving of notice or document from the Company to him to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations;~~

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~~(v) by publishing it on the Company’s computer network and giving to such person a notice in accordance with the Companies Ordinance, other applicable laws, rules and regulations stating that the notice or other document is available there (a “notice of publication”) to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations. The notice of publication may be given to such person by any of the means set out in paragraphs (i) to (iv) or (vi) of this Article; or~~
~~(vi) by sending or otherwise making available to such person through such means to the extent permitted by, and in accordance with, the Companies Ordinance and other applicable laws, rules and regulations.~~

~~169. (a) Any notice or other document (including any corporate communication as defined in the Listing Rules) given or issued by or on behalf of the Company:-~~

~~When notice deemed to be served.~~

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

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~~(iii) if sent or transmitted as an electronic communication in accordance with Article 168(iv) or through such means in accordance with Article 168(vi), shall be deemed to have been served or delivered at the time of the relevant despatch or transmission. A notice or document published in the Company’s computer network in accordance with Article 168(v), shall be deemed to have been served or delivered on the day following that on which a notice of publication is sent to the Entitled Person. In proving such service or delivery, a certificate in writing signed by the Secretary (or such other officer of the Company or such other person appointed by the Board) as to the fact and time of such service, delivery, despatch, transmission or publication shall be conclusive evidence provided that no notification that the electronic communication has not reached its recipient has been received by the sender, except that any failure in transmission beyond the sender’s control shall not invalidate the effectiveness of the notice or document being served; and~~

~~(iv) if served by advertisement in a newspaper in accordance with Article 168(iii), shall be deemed to have been served on the day on which such notice or document is first published.~~

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~~(b) Subject to the Companies Ordinance and other applicable laws, rules and regulations, any notice or other document (including but not limited to the documents referred to in Article 163 and corporate communication as defined in the Listing Rules) may be given by the Company in the English language only, in the Chinese language only or in both. Where a person has in accordance with the Companies Ordinance and other applicable laws, rules and regulations consented to receive notices and other documents (including but not limited to the documents referred to in Article 163 and any corporate communication as defined in the Listing Rules) from the Company in the English language only or the Chinese language only but not both, it shall be sufficient for the Company to serve on or deliver to him any such notice or document in such language only in accordance with these presents unless and until there is a notice of revocation or amendment of such consent given or deemed to have been given by such person to the Company in accordance with the Companies Ordinance and other applicable laws, rules and regulations which shall have effect in respect of any notice or document to be served on or delivered to such person subsequent to the giving of such notice of revocation or amendment.~~

~~Choice of language.~~

~~170. A notice or document may be given by or on behalf of the Company to the person(s) entitled to a share in consequence of death, mental disorder or bankruptcy of a member in such manner as provided in Article 168 in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.”.~~

~~Service of notice to persons entitled on death, mental disorder or bankruptcy of a member.~~

(o) Article 172

~~by deleting the words “by post or left at the registered address of any member in pursuance of these presents” in the first and second lines of Article 172 and substituting therefor the words “to any member in such manner as provided in Article 168”.~~

(p) Article 173

~~by deleting the words “written or printed” in Article 173 and substituting therefor the words “written, printed or made electronically”.~~

(q) Article 178

~~by deleting the words “paragraph (c) of the proviso to Section 165 of the Ordinance” in the fourth line of paragraph (a) of Article 178 and substituting therefor the words “Section 165(2) of the Companies Ordinance”.~~

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~~(r) new Article 179~~

~~by adding the following new Article and its marginal note immediately after Article 178:-~~

~~“179. The Company shall have power to purchase and maintain for any Director, or other officer or Auditors of the Company:-~~

~~Liability insurance.~~

~~(a) insurance against any liability to the Company, a related company or any other party in respect of any negligence, default, breach of duty or breach of trust (save for fraud) of which he may be guilty in relation to the Company or a related company; and~~
~~(b) insurance against any liability incurred by him in defending any proceedings, whether civil or criminal, taken against him for any negligence, default, breach of duty or breach of trust (including fraud) of which he may be guilty in relation to the Company or a related company.~~

~~For the purpose of this Article 179, “related company” means any company which is the Company’s subsidiary or holding company or a subsidiary of the Company’s holding company.”.”~~

~~Dated the 3rd day of June, 2004~~

~~(Sd.) Hu Aimin HU AIMIN (Chairman)~~

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~~Company Number: 394386~~

ORDINARY RESOLUTION

~~OF~~

SHENZHEN INVESTMENT LIMITED 深圳控股有限公司

~~Passed on the 30th day of July, 2002~~

~~At an Extraordinary General Meeting of the Company duly convened and held at 8th Floor, New East Ocean Centre, 9 Science Museum Road, Tsimshatsui, Hong Kong on Tuesday, the 30th day of July, 2002 at 10:00 a.m., the following resolution was duly passed as an Ordinary Resolution:-~~

ORDINARY RESOLUTION

~~“THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the shares to be issued pursuant to the Subdivision (as hereinafter defined), each of the issued and unissued shares of HK$0.10 each of the Company be and is hereby subdivided into two shares of HK$0.05 each (“Subdivided Shares”) with effect from 31 July 2002 (the “Subdivision”) and the directors of the Company be authorised to issue new share certificates in respect of the Subdivided Shares to holders of the existing shares of the Company pursuant to the Subdivision.”~~

~~(Sd.) Song Zhiwang~~

~~SONG ZHIWANG (Chairman)~~

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No. 394386

編號

(COPY)

COMPANIES ORDINANCE

(CHAPTER 32)

香港法例第 32 章公司條例

CERTIFICATE OF INCORPORATION ON CHANGE OF NAME

公司更改名稱註冊證書

I hereby certify that 本人謹此證明

SHUM YIP INVESTMENT LIMITED 深業控股有限公司

having by special resolution changed its name, is now incorporated under 經通過特別決議，已將其名稱更改，該公司的註冊名 the name of 稱現為

SHENZHEN INVESTMENT LIMITED 深圳控股有限公司

Issued by the undersigned on 17 December 2001.

本證書於二○○一年十二月十七日簽發。

(Sd.) MISS R. CHEUNG

for Registrar of Companies

Hong Kong 香港公司註冊處處長 (公司註冊主任張潔心代行)

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~~Company Number: 394386~~

~~SPECIAL RESOLUTION~~

~~OF~~

深業控股有限公司 SHUM YIP INVESTMENT LIMITED (Incorporated in Hong Kong with limited liability)

~~Passed on the 7th day of December, 2001~~

~~At an Extraordinary General Meeting of the Company duly convened and held at 8th Floor, New East Ocean Centre, 9 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong on Friday, the 7th day of December, 2001 at 3:00 p.m., the following resolution was duly passed as a special resolution of the Company:-~~

SPECIAL RESOLUTION

~~“THAT , subject to and conditional upon the effective registration of the name changed with the Registrar of Companies in Hong Kong, the name of the Company be changed to:~~

~~深圳控股有限公司~~ SHENZHEN INVESTMENT LIMITED ~~.”~~

~~(Sd.) Song Zhiwang~~

~~SONG ZHIWANG (Chairman)~~

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~~Registration No. 394386~~

THE COMPANIES ORDINANCE (CHAPTER 32)

ORDINARY RESOLUTIONS

AND

SPECIAL RESOLUTIONS

OF

SHUM YIP INVESTMENT LIMITED

~~Passed on the 12th day of February, 1997.~~

~~At an Extraordinary General Meeting of the Shareholders of Shum Yip Investment Limited (the “Company”) duly convened and held at the office of Woo, Kwan, Lee & Lo at 27th Floor, Jardine House, 1 Connaught Place, Hong Kong on 12th February, 1997 at 12:15 p.m., the following resolutions were duly passed:-~~

ORDINARY RESOLUTION

~~1. “THAT each of the existing 75,000,000 shares of HK$1 each in the share capital of the Company be and is hereby sub-divided into 10 shares of HK$0.10 each.”~~

SPECIAL RESOLUTIONS

~~2. “THAT the Memorandum of Association of the Company be and is hereby altered with regard to its objects by the adoption of the provisions contained in the third clause of the document marked “A” produced to the meeting and for the purpose of identification signed by Mr. Xu Yang, the Chairman of the meeting, as the objects of the Company in substitution for and to the exclusion of all the existing objects of the Company.”~~

~~3. “THAT the Company be converted into a public company and THAT the regulations contained in the document marked “B” produced to the meeting and for the purpose of identification signed by Mr. Xu Yang, the Chairman of the meeting, be and are hereby adopted as the new Articles of Association of the Company in substitution for and to the exclusion of all the existing Articles of Association of the Company.”~~

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ORDINARY RESOLUTION

~~4. “THAT, subject to the passing of Special Resolution No. 3 set out in the notice convening this meeting, the provisions contained in Article 97 and Article 98 of the new Articles of Association referred to in the said Special Resolution No. 3 relating to the emoluments of the directors of the Company be and are hereby approved for the purpose of Section 116A of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong).”~~

~~5. “THAT, conditional on the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of and permission to deal in the shares of HK$0.10 each in the Company (“Shares”) in issue and to be issued as mentioned in the prospectuses (a Hong Kong prospectus (the “Hong Kong Prospectus”) and a preliminary prospectus) proposed to be issued by the Company and proposed to be dated on or about 21st February, 1997 (collectively the “Prospectus” and individually the “Prospectus”) (including any Shares which may fall to be issued pursuant to the exercise of the options granted under the Share Option Scheme (as referred to in Ordinary Resolution No. 6 set out in the notice convening this meeting) and any additional Shares which may be made available pursuant to the exercise of the Over-allotment Option (as hereinafter defined)) and on the obligations of Peregrine Capital Limited (“Peregrine”) and/or such other underwriters as named in the Hong Kong Prospectus (together the “Underwriters”) under an underwriting agreement (the “Underwriting Agreement”) to be entered into between, inter alia, the Underwriters and the Company becoming unconditional (including, if relevant, following the waiver of any conditions by Peregrine on behalf of the Underwriters) and not being terminated in accordance with its terms or otherwise, in each case on or before 22nd March, 1997 or such later date as Peregrine (on behalf of the Underwriters) may agree with the Company :-~~

~~(A) the share capital of the Company be and is hereby altered by increasing its authorised share capital from HK$75,000,000 to HK$150,000,000 by the creation of an additional 750,000,000Shares;~~
~~(B) the proposed issue of 75,000,000 new Shares (subject to adjustment) (“Public Offer Shares”) to the public in Hong Kong for subscription at a price within a range of HK$1.60 to HK$1.85 per Share (subject to final determination to be agreed between Peregrine (on behalf of the Underwriters) and the directors of the Company) (the “Issue Price”) on and subject to the terms and conditions set out in the Prospectus and the application forms relating thereto (the “Public Offer”) and the conditional placing of 175,000,000 new Shares (subject to adjustment) (the “Placing Shares”) with professional and institutional investors in Hong Kong and in certain other jurisdictions at the Issue Price on and subject to the terms and conditions set out in the preliminary prospectus (the “Placing”) be and are hereby approved and that the directors of the Company be and are hereby authorised to effect the same and to allot and issue the Public Offer Shares and the Placing Shares pursuant thereto; and~~

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~~(C) the option (the “Over-allotment Option”) exercisable for 25 days from the date of the Prospectus, be and is hereby granted to the Underwriters pursuant to which Peregrine (on behalf of the Underwriters) may require the Company to issue up to an aggregate of 37,500,000 additional Shares to cover over-allotments in the Public Offer and the Placing and the directors of the Company be and are hereby authorised to allot and issue up to an aggregate of 37,500,000 additional Shares at the Issue Price if the Over-allotment Option is exercised.”~~

~~6. “THAT, conditional on the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the Share Option Scheme (as hereinafter defined) and any options which may be granted thereunder and the listing of and permission to deal in any shares in the capital of the Company falling to be issued pursuant to the exercise of any such option and on the obligations of the Underwriters under the Underwriting Agreement referred to in Ordinary Resolution No. 5 set out in the notice convening this meeting becoming unconditional and not being terminated in accordance with its terms or otherwise, in each case on or before 22nd March, 1997 or such later date as Peregrine Capital Limited (on behalf of the Underwriters) may agree with the Company, the rules of the share option scheme (“Share Option Scheme”), the terms of which are set out in the document marked “C” produced to the meeting and for the purpose of identification signed by Mr. Xu Yang, the Chairman of the meeting, be and are hereby approved and adopted and that the directors of the Company be and are hereby authorised to grant options thereunder and to allot and issue shares in the capital of the Company pursuant to the exercise of any options which may be granted thereunder and to take all such steps as may be necessary or desirable to implement the Share Option Scheme and to vote on any matter connected therewith notwithstanding that they or any of them may be interested in the same.”~~

~~7. “THAT :-~~

~~(A) subject to paragraph (C) of this Resolution and pursuant to Section 57B of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and it is hereby generally and unconditionally approved;~~
~~(B) the approval in paragraph (A) of this Resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;~~

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~~(C) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (A) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), or (ii) an issue of shares in the Company under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares in the Company, or (iii) an issue of shares in the capital of the Company as scrip dividends pursuant to the Articles of Association of the Company from time to time, shall not exceed 20 per cent. of the aggregate of (i) the total nominal value of the share capital of the Company in issue immediately following completion of the Public Offer and the Placing as referred to in Ordinary Resolution No. 5 set out in the notice convening this meeting; and (ii) the total nominal value of shares of the Company which may be issued pursuant to the exercise of the Over-allotment Option as referred to in Ordinary Resolution No. 5 set out in the notice convening this meeting and the said approval shall be limited accordingly; and~~
~~(D) for the purpose of this Resolution:-~~

~~“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:-~~

~~(i) the conclusion of the next annual general meeting of the Company;~~
~~(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) or the Articles of Association of the Company to be held; and~~
~~(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in any general meeting of the Company; and~~

~~“Rights Issue” means an offer of shares in the capital of the Company open for a period fixed by the directors of the Company to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory applicable to the Company).”~~

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~~8. “THAT :-~~

~~(A) subject to paragraph (B) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase securities of the Company on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;~~
~~(B) the amount of the securities of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (A) of this Resolution shall not exceed 10 per cent. of the aggregate of (i) the total nominal value of the share capital of the Company in issue immediately following completion of the Public Offer and the Placing as referred to in Ordinary Resolution No. 5 set out in the notice convening this meeting; and (ii) the total nominal value of shares of the Company which may be issued pursuant to the exercise of the Over-allotment Option as referred to in Ordinary Resolution No. 5 set out in the notice convening this meeting and the authority pursuant to paragraph (A) of this Resolution shall be limited accordingly; and~~
~~(C) for the purpose of this Resolution:-~~

~~“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:-~~

~~(i) the conclusion of the next annual general meeting of the Company;~~
~~(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) or the Articles of Association of the Company to be held; and~~
~~(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company.”~~

~~9. “THAT, conditional upon Ordinary Resolutions Nos. 7 and 8 set out in the notice convening this meeting being duly passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot and issue shares pursuant to Ordinary Resolution No. 7 set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal value of the share capital which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued~~

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~~by the directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company pursuant to the mandate to repurchase securities of the Company as referred to in Ordinary Resolution No. 8 set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the aggregate of (i) the total nominal value of the issued share capital of the Company immediately following completion of the Public Offer and the Placing as referred to in Ordinary Resolution No. 5 set out in the notice convening this meeting; and (ii) the total nominal value of shares of the Company which may be issued pursuant to the exercise of Over-allotment Option as referred to in Ordinary Resolution No. 5 set out in the notice convening this meeting.”~~

~~(Sd.) Xu Yang~~ ~~Xu Yang~~ ~~Chairman~~

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~~Registration No. 394386~~

THE COMPANIES ORDINANCE (CHAPTER 32)

ORDINARY RESOLUTIONS

OF

SHUM YIP INVESTMENT LIMITED

~~Passed on the 5th day of February, 1997.~~

~~Pursuant to Section 116B of the Companies Ordinance (Chapter 32), all the shareholders for the time being of Shum Yip Investment Limited (the “Company”) entitled to receive notice of and to attend and vote at general meetings of the Company resolved that the following resolutions be passed as Ordinary Resolutions of the Company:-~~

ORDINARY RESOLUTIONS

~~1. “THAT the authorised share capital of the Company be and is hereby increased from HK$10,000 to HK$75,000,000 by the creation of an additional 74,990,000 shares of HK$1 each.”~~

~~2. “THAT the sum in the amount of HK$742,233,242 owing by the Company to Shum Yip Holdings Company Limited be capitalised and that the said sum be applied in paying up in full 74,999,998 shares of HK$1 each, such shares to be allotted credited as fully paid up at HK$742,233,242 to Shum Yip Holdings Company Limited and the directors of the Company be and are hereby authorised to give effect to such capitalisation and allotment of shares.”~~

~~(Sd.) Dong Yingjie (Sd.) Xu Yang Dong Yingjie Xu Yang~~

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No. 394386 編號

(C O P Y)

COMPANIES ORDINANCE

(CHAPTER 32)

香港法例第 32 章公司條例

CERTIFICATE OF INCORPORATION

ON CHANGE OF NAME

公司更改名稱註冊證書

I hereby certify that 本人謹此證明

SHUM YIP LAND & INVESTMENT LIMITED 深業控股有限公司

having by special resolution changed its name, is now incorporated under the name of 經通過特別決議，已將其名稱更改，該公司的註冊名稱現為

SHUM YIP INVESTMENT LIMITED 深業控股有限公司

Issued by the undersigned on 1 October 1996.

本證書於一九九六年十月一日簽發。

(Sd.) MISS H. CHANG

for Registrar of Companies

Hong Kong 香港公司註冊處處長 (公司註冊主任張巧雯代行)

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~~Registration No. 394386~~

THE COMPANIES ORDINANCE (CHAPTER 32)

SPECIAL RESOLUTION

OF

SHUM YIP LAND & INVESTMENT LIMITED 深業控股有限公司

~~Passed on the 14th day of September, 1996.~~

~~Pursuant to Section 116B of the Companies Ordinance (Chapter 32), all the shareholders of Shum Yip Land & Investment Limited (the “Company”) for the time being entitled to receive notice of and to attend and vote at general meetings of the Company resolved that the following resolution be passed as special resolution of the Company:-~~

SPECIAL RESOLUTION

~~“THAT subject to the approval of the Registrar of Companies, the name of the Company be~~ changed to SHUM YIP INVESTMENT LIMITED 深業控股有限公司 .”

~~(Sd.) Xu Yang (Sd.) Dong Ying Jie~~

~~Xu Yang~~

~~Dong Ying Jie~~

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No. 394386 編號

(C O P Y)

CERTIFICATE OF INCORPORATION

公司更改名稱

ON CHANGE OF NAME

註冊證書

I hereby certify that 本人茲證明

MASSLAND DEVELOPMENT LIMITED 茂南發展有限公司

having by special resolution changed its name, is now incorporated under the name of 經通過特別決議案，已將其名稱更改，該公司現在之註冊名稱為

SHUM YIP LAND & INVESTMENT LIMITED 深業控股有限公司

Given under my hand this Twentieth day of April One Thousand Nine Hundred and 簽署於一九九三年四月二十日。

Ninety Three.

(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)

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~~Registration No. 394386~~

THE COMPANIES ORDINANCE (CHAPTER 32)

COMPANY LIMITED BY SHARES

SPECIAL RESOLUTION

OF

~~MASSLAND DEVELOPMENT LIMITED 茂南發展有限公司~~

~~Passed on the 1st day of April, 1993.~~

~~The following resolution was passed as a Special Resolution by a written resolution of all the members of the Company on 1st April, 1993:-~~

~~“THAT the name of the Company be changed from~~ ~~MASSLAND DEVELOPMENT LIMITED 茂南發展有限公司 to~~ ~~SHUM YIP LAND & INVESTMENT LIMITED 深業控股有限公司 .”~~

~~(Sd.) Xu Yang (Sd.) Dong Ying Jie~~ ~~Xu Yang Dong Ying Jie~~ ~~Shareholder Shareholder~~

~~(being all the members of the Company for the time being)~~

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No. 394386 編號

(C O P Y)

CERTIFICATE OF INCORPORATION 公司註冊證書

I hereby certify that 本人茲證明

MASSLAND DEVELOPMENT LIMITED 茂南發展有限公司

is this day incorporated in Hong Kong under the Companies Ordinance, and that this 於本日在香港依據公司條例註冊成為有限公司。 company is limited.

Given under my hand this Fifteenth day of December One Thousand Nine Hundred and 簽署於一九九二年十二月十五日。

Ninety Two.

(Sd.) FELIX LAM

p. Registrar General

(Registrar of Companies) Hong Kong

香港註冊總署署長暨公司註冊官 (註冊主任林盛波代行)

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~~THE COMPANIES ORDINANCE (CHAPTER 32)~~

~~Company Limited by Shares~~

MEMORANDUM OF ASSOCIATION

~~(As altered by Special Resolution passed on 12th February, 1997)~~

~~OF~~

SHENZHEN INVESTMENT LIMITED 深圳控股有限公司

~~First:-The name of the Company is~~ ~~“SHENZHEN INVESTMENT LIMITED* 深圳控股有限公司”.~~

~~Second:-The registered office of the Company will be situate in Hong Kong.~~

~~Third*:-The objects for which the Company is established are:-~~

~~(1) To carry on the business of a holding company in all its branches and to co-ordinate the policy and administration of any subsidiary company or companies or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled by the Company.~~
~~(2) To erect and construct houses, buildings or works of every description on any land whether or not owned by the Company, and to demolish, rebuild, enlarge, alter and improve existing houses, buildings or works, to convert and appropriate any such land into and for roads, garages, gardens and other facilities, and generally to deal with and develop property of the Company.~~
~~(3) To sell, lease, let, mortgage, charge or otherwise dispose of the land, houses, buildings, and other property of the Company.~~
~~(4) To manufacture, buy and sell bricks, tiles, stone, marble, slates, chalk, sand, gravel and other building materials.~~
~~(5) To advance money to any individual or corporation on the security of property by way of mortgage, or on other security, and in particular to advance money for the~~

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~~purpose of enabling the borrower to erect, purchase, enlarge, alter or repair any house or building, or to purchase any estate or interest in, or to take a demise for any term or terms of years of, any property in Hong Kong, the People’s Republic of China or elsewhere, on such terms and conditions as the Company may think fit.~~

~~(6) To equip and furnish any property for the purpose of letting it to visitors or guests, whether in singe rooms, suites, chalets, caravans, movable structures, cottages or otherwise.~~
~~(7) To buy, sell, import, produce, manufacture and deal in food and food products, meat, fish, groceries, fruit, confectionery, wine, spirits, beer and other beverages whether alcoholic or not, tobacco, chemists’ and druggists’ supplies, linen, furniture, furnishings and other articles required by visitors to the Company’s premises and others.~~
~~(8) To adapt any of the property of the Company as, and to build or rent, shops, offices and other places of business, and to use or lease any part of the property of the Company not required for the above purposes for any other purpose.~~
~~(9) To carry on the business of theatre and entertainment ticket agents.~~
~~(10) To purchase motor cars, minibuses, vans, trucks, lorries and any other vehicles used for transporting persons or goods for the purpose of leasing the same to members of the public for hire and for rental for charge.~~
~~(11) To repair and maintain all such vehicles.~~
~~(12) To construct yards, garages and other buildings and facilities for the garaging or repair and maintenance of such vehicles and the storage of fuel, oil, tools, parts and equipment required for the repair and maintenance of such vehicles.~~
~~(13) To sell such vehicles and replace them as and when the purposes of the business require.~~
~~(14) To establish and carry on all or any of the business of importers, exporters, agents, distributors, manufacturers, warehousemen, merchants, commission agents, contractors, store-keepers, carriers, manufacturers’ representatives, commercial, industrial, financial and general agents, brokers, advisers and representatives, forwarding agents and traders both wholesale and retail or otherwise deal in goods produce, raw materials, articles and merchandise in all its branches, and to create, manufacture, produce, import, export, buy, sell, barter, exchange, make advances upon or otherwise deal in goods, produce, commodities and merchandise of all kinds.~~
~~(15) To invest in, hold, sell and deal with the stock, shares, bonds, debentures, debenture stock, obligations, notes and securities of any government, state, company, corporation or other body or authority; and to raise and borrow money by the issue of shares, stock, debentures, debenture stock, howsoever and to underwrite any such issue.~~

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~~(16) To invest and deal with the moneys of the Company not immediately required in such manner as from time to time be determined and to hold, sell or otherwise deal with any investments made.~~
~~(17) To draw, make, accept, endorse, discount, negotiable, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, and other negotiable or transferable instruments.~~
~~(18) To receive valuables or money on deposit with or without allowance or interest thereon.~~
~~(19) To undertake and execute any trusts the undertaking whereof may seem desirable and also to undertake the office of executor, administrator, treasurer or registrar and to keep for any company, government, authority, or body any register relating to any stocks, funds, shares or securities or to undertake any duties in relation to the registration of transfers, the issue of certificates or otherwise.~~
~~(20) To improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, use in connection with the Company’s business or any part thereof, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company, both real and personal.~~
~~(21) To purchase or by any other means acquire and take options over any freehold, leasehold of other real or personal property for any estate or interest whatever, and any rights or privileges of any kind over or in respect of any real or personal property, and to carry on all or any of the business usually carried on by land companies, land investment companies, land and building mortgage companies and building and estate companies in their several branches.~~
~~(22) To establish, construct, demolish, resite, rebuild, alter, furnish, improve, maintain, develop, manage, work, control, carry out, and superintend bonded warehouses, warehouses, godowns, stores, shops, dairies, offices, block of flats or offices, flats, houses, roads, hotels, clubs, restaurants, factories, works, places of amusement, buildings, and other works and conveniences of all kinds which may seem calculated directly or indirectly to advance the Company’s interests or conducive to the objects of the Company, and to contribute or otherwise assist or take part in the construction, maintenance, development, management, carrying out, working, control and superintendence thereof.~~
~~(23) To carry on all or any of the businesses of general contractors, engineering contractors, civil engineers, site formation and plant layout advisers and consultants (whether civil, mechanical, electrical, structural, chemical, aeronautical, marine or otherwise).~~
~~(24) To act as trustees or nominees of individuals or clubs or associations or companies whether incorporated or not.~~

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~~(25) To act as accountants, secretaries and consultants of companies incorporated by law or societies or organisations whether incorporated or not.~~
~~(26) To manage, supervise, control or take part in the management, supervision or control of the business or operations of any company or undertaking and for that purpose to appoint and remunerate any directors, accountants, solicitors or other experts or agents.~~
~~(27) To act as financial advisers and to facilitate and encourage the creation, issue or conversion of and to offer for public subscription debentures, debenture stock, bonds, obligations, shares, stocks and securities and to act as trustees in connection with any such securities and to establish or to promote or to concur in establishing or promoting any company, association, undertaking or public or private body.~~
~~(28) To provide or undertake any other service or facility whether of the kind mentioned above or otherwise which, in the opinion of the Directors, the Company can provide or undertake in the furtherance of its business.~~
~~(29) To act as agents or managers for any insurance companies, clubs or associations or for any individual underwriters in connection with its or his or their insurance or underwriting business (wherever the same may be carried on) or any branch of the same.~~
~~(30) To insure with any company or person against losses, damages, risks and liabilities of all kinds which may affect this Company and to act as agents and brokers for placing insurance risks of all kinds in all its branches.~~
~~(31) To subscribe for, register, take, purchase, or otherwise acquire and hold and to sell, exchange, deal in and otherwise dispose of shares or other interests in or securities of any other company whether having objects similar to or different from those of the Company or carrying on any business capable of being carried on so as directly or indirectly to benefit the Company or enhance the value of any of its property and to co-ordinate, finance and manage the business and operations of any company in which the Company holds any such interest.~~
~~(32) To amalgamate with any other company, whose business can conveniently be carried on in association with the business of the Company, whether by sale or purchase (for fully or partly-paid shares or otherwise) of the undertaking, subject to the liabilities of the Company or any such other company as aforesaid with or without winding up or by purchase (for fully or partly-paid shares or otherwise) of all or a controlling interest in the share or stock of any such other company, or in any other manner.~~
~~(33) To enter into partnership or any arrangement for sharing profits, union of interests or co-operation with any company, firm or person carrying on or proposing to carry on any business within the objects of the Company, or calculated to advance its interests, and to acquire and hold shares, stock or securities of any such company.~~

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~~(34) To carry on the business of garage, service-station or filling-station proprietors, licensees or operators; or as vehicle manufacturers, assemblers, finishers or repairers; as dealers in oil, petroleum products or motor accessories of all kinds; or as motor, mechanical or electrical engineers.~~
~~(35) To carry on all or any of the businesses of travel agents, ticket and booking agents, charter-flight travel contractors, and to facilitate tours and travel and to arrange hotel and accommodation booking and travellers-cheque and credit-card facilities and other facilities for tourists and travellers and to engage in all aspects of the travel and tourist industry.~~
~~(36) To purchase or otherwise acquire and to carry on the business or businesses of ship owners, stevedores, wharfingers, carriers, forwarding agents, storage keepers, warehousemen, ship builders, drydock keepers, marine engineers, engineers, ship keepers, boat builders, ship and boat repairers, outfitters, brokers and agents, salvors, wreck raisers, divers, auctioneers, valuers and assessors.~~
~~(37) To carry on all or any of the businesses of proprietors or licensees of restaurants, refreshment and tea rooms, hotels, bars for the sale of liquor, clubs, dance halls, cafes and milk and snack bars, and as caterers and contractors, in all their respective branches.~~
~~(38) To carry on all or any of the businesses of knitters, weavers, spinners and manufacturers of and dealers in yarns, fabrics, make-ups or other types of textile products made from cotton, wool, silk, rayon, synthetic fibres, artificial silk, flax, hemp, linen, jute or other fibrous substances, bleachers, dyers, printers and finishers of the said products and substances, and makers of vitriol, bleaching and dyeing materials.~~
~~(39) To carry on all or any of the business of costumiers and tailors, makers of underwear, shirt, singlet, nightwear, sportswear, or other kind of garments, makers of mantle, coat, jacket, doublet, waistcoat, robes or other sort of dress, corset, lingerie and brassiere makers, trimmings and lace makers, embroiderers, haberdashers and milliners, glovers, hosieries, makers of towels and napkins, makers of table-cover and table-cloth, furriers, and manufacturers of and dealers in any kind of textile make-up products.~~
~~(40) To carry on all or any of the business of manufacturers, exporters, importers, repairers, designers, wholesalers, retailers, suppliers and agents of, and dealers in mechanical, electronic and electrical watches, clocks, timepieces and chronological instruments of all kinds and descriptions and all components parts and accessories thereof.~~
~~(41) To carry on the business of manufacturers of, suppliers, repairers, programmers, advisers and dealers in electricals, electronics, computers, microcomputers, hardwares, softwares, accessories, motors, office and industrial appliances and equipments, and toys of all descriptions.~~

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~~(42) To manufacture plastic goods, articles and any other products in which some plastic parts are incorporated, and to make moulds, dies, tools and machinery for the production of plastic goods.~~
~~(43) To build, establish, maintain, operate and own factories of all kinds.~~
~~(44) To apply for, promote, and obtain Licence of any Government department or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may seem expedient, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.~~
~~(45) To apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in Hong Kong or elsewhere, any patents, patent rights, brevets d’inventions, licences, secret processes, trade marks, designs, protections and concessions and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire.~~
~~(46) To enter into any arrangements with any Governments or authorities (supreme, municipal, local or otherwise) that may seem conducive to the attainment of the Company’s objects or any of them, and to obtain from any such Government or authority any charters, decrees, rights, privileges or concessions which the Company may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges and concessions.~~
~~(47) To acquire mines, mining rights, quarries and mineral lands, timber and forestry estates and property and land of every description developed or intended to be developed for the production of raw materials, crops, animal products or agricultural products anywhere throughout the whole world and any interest or concession therein and to explore, work, exercise, develop and turn the same to account.~~
~~(48) To carry on business as dealers in, and producers, whether as farmers, market gardeners or processors, of fish, dairy farm, and garden produce of all kinds, including milk, cream, butter, cheese, poultry, eggs, fruit and vegetables.~~
~~(49) To carry on all or any of the businesses of packing, general warehousemen, godown and ice cold storage operators.~~
~~(50) To carry on the business of a transportation company by means of vehicles of whatever kind and howsoever propelled for the carriage of passengers, animals, fish, food-stuffs and goods of whatsoever kind and description.~~
~~(51) To carry on business as jewellers, gold and silver smiths, gem merchants, watch and clock makers, electro-platers, dressing-bag makers, importers and exporters of~~

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~~bullion, and to buy, sell and deal in (wholesale and retail) diamonds, precious stones, jewellery, watches, clocks, gold and silver plates, electro-plates, cutlery, bronzes, articles of virtue, objects of art, and such other articles and goods as the Company may consider capable of being conveniently dealt with in relation to its business and to manufacture and to establish factories for manufacturing goods for the above businesses.~~

~~(52) To carry on all or any of the businesses of publishers, stationers, type-founders, book-binders, printers, photographers, film-processors, cine-film producers, and cartographers and to do all things necessary or convenient for carrying out such businesses or businesses of a character similar or analogous to the foregoing or any of them or connected herewith.~~
~~(53) To establish, found, operate, own, support, or aid in the establishment, founding, operating, owning and support of schools, colleges, institutions or other educational establishments of whatsoever kind connected with or incidental to the promotion of any form of education, learning, cultural activity, sport or past-time amongst members of the public.~~
~~(54) To borrow and raise money in such manners as the Company shall think fit and to secure the repayment of any money borrowed, raised, or owing, by mortgage, charge, lien or other security upon the whole or any part of the Company’s property or assets (whether present or future), including its uncalled capital, and also by a similar mortgage, charge, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it.~~
~~(55) To lend and advance money or give credit on such terms as may seem expedient and with or without security to customers and others, to enter into guarantees, contracts of indemnity and suretyships of all kinds other than those in the nature of insurance business, to become security for any persons, firms or companies and to receive money, stocks, bonds, certificates, securities, deeds and property on deposit or for safe custody or management.~~
~~(56) To carry on any other business which may seem to the Company capable of being conveniently carried on in connection with the above objects, or calculated directly or indirectly to enhance the value of or render more profitable any of the Company’s property.~~
~~(57) To do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them.~~
~~(58) To procure the Company to be registered or recognized in any part of the world and to do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise and by or through agents or otherwise and either alone or in conjunction with others.~~

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~~(59) To enter into any arrangements for profit-sharing with any of the directors or employees of the Company or of any company in which the company may for the time being hold a share or shares (subject to the consent and approval of such company) and to grant sums by way of bonus or allowance to any such directors or employees or their dependents or connections, and to establish or support, or aid in the establishment and support of, provident and gratuity funds, associations, institutions, schools or conveniences calculated to benefit directors or employees of the company or its predecessors in business or any companies in which the company owns a share or shares or the dependents or connections of such persons, and to grant pensions and make payments towards insurance.~~
~~(60) To Guarantee or otherwise support or secure, either with or without the Company receiving any consideration or advantage and whether by personal convenant or by mortgaging or charging all or part of the undertaking, property, assets, and rights (present and future) and uncalled capital of the Company or by both such method or by any other means whatsoever, the liabilities and obligations of and the payment of any moneys whatsoever (including but not limited to capital, principal, premiums, interest, dividends, costs and expenses on any stocks, shares or securities) by any person, firm or company whatsoever including but not limited to any company which is for the time being the holding company or a subsidiary (both as defined by Section 2 of the Companies Ordinance (Cap. 32) of the Company or of the Company’s holding company or is otherwise associated with the Company in its business), and to act as agents for the collection, receipt or payment of money, and to enter into any contract of indemnity or suretyship (but not in respect of fire, life and marine insurance business).~~
~~(61) To sell or otherwise dispose of the whole or any part of the business or property of the Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any company purchasing the same.~~
~~(62) To distribute among the Members of the Company in kind any property of the Company of any kind.~~
~~(63) To remunerate any person, firm or company rendering services to this Company either by cash payment or by the allotment to him or them of Shares or other securities of the Company credited as paid up in full or in part or otherwise as may be thought expedient.~~
~~(64) To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling, or guaranteeing the subscription of any Shares or other securities of the Company and to accept stock or shares in, or the debentures, mortgage debentures, or other securities of any other company in payment or part payment for any services rendered, or for any sale made to, or debt owing from, any such company.~~

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~~The objects set forth in each sub-clause of this clause shall not be restrictively construed but the widest interpretation shall be given thereto, and they shall not, except where the context~~

~~expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in such sub-clause or from the terms of any other sub-clause or by the name of the Company. None of such sub-clauses or the object or objects therein specified or the powers thereby conferred shall be deemed subsidiary or ancillary to the objects or powers mentioned in any other sub-clause, but the Company shall have as full a power to exercise all or any of the objects conferred by and provided in each of the said sub-clauses as if each sub-clause contained the objects of a separate company.~~

Fourth:-The liability of the Members is limited.

~~Fifth*:-The share capital of the Company is HK$500,000,000.00 divided into 10,000,000,000 shares of HK$0.05 each with the 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 preference, priority or special privileges, or subject to any postponement of rights 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.~~

~~*Notes:~~

~~(1) On 20th April, 1993, the name of the Company was changed from “MASSLAND DEVELOPMENT LIMITED 茂南發展有限公司” to “SHUM YIP LAND & INVESTMENT LIMITED 深業控股有限公司”.~~
~~(2) On 1st October, 1996, the name of the Company was changed from “SHUM YIP LAND & INVESTMENT LIMITED 深業控股有限公司” to “SHUM YIP INVESTMENT LIMITED 深業控股有限公司”.~~
~~(3) On 17th December, 2001, the name of the Company was changed from “SHUM YIP INVESTMENT LIMITED 深業控股有限公司” to its present name.~~
~~(4) By an ordinary resolution passed on 5th February, 1997, the authorised capital of the Company was increased from HK$10,000.00 to HK$75,000,000.00 by the creation of 74,990,000 shares of HK$1.00 each.~~
~~(5) By a further ordinary resolution passed on 12th February, 1997, each of the existing 75,000,000 shares of HK$1.00 each was sub-divided into 10 shares of HK$0.10 each.~~
~~(6) By a special resolution passed on 12th February, 1997, the Company altered its objects clause.~~
~~(7) By a further ordinary resolution passed on 12th February, 1997, the authorised capital of the Company was conditionally increased from HK$75,000,000 to HK$150,000,000 by the creation of an additional 750,000,000 shares of HK$0.10 each. This ordinary resolution had subsequently become unconditional on 4th March, 1997.~~
~~(8) By a further ordinary resolution passed on 30th July, 2002, each of the issued and unissued shares of HK$0.10 each was sub-divided into two shares of HK$0.05 each.~~
~~(9) By a further ordinary resolution passed on 12th June, 2006, the authorised capital of the Company was increased from HK$150,000,000 to HK$250,000,000 by the creation of an additional 2,000,000,000 shares of HK$0.05 each.~~
~~(10) By a further ordinary resolution passed on 18th April, 2013, the authorised capital of the Company was increased from HK$250,000,000 to HK$500,000,000 by the creation of an additional 5,000,000,000 shares of HK$0.05 each.~~

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~~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 to our respective names:-~~

		~~Names, Addresses and Descriptions of Subscribers~~	~~Names, Addresses and Descriptions of Subscribers~~	~~Names, Addresses and Descriptions of Subscribers~~	~~Names, Addresses and Descriptions of Subscribers~~	~~Names, Addresses and Descriptions of Subscribers~~	~~Names, Addresses and Descriptions of Subscribers~~	~~Names, Addresses and Descriptions of Subscribers~~
			~~For and on behalf of~~ ~~PROJECT MANAGEMENT LIMITED~~ ~~(Sd.) NG CHUN WAH~~ ~~. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~ ~~PROJECT MANAGEMENT LIMITED~~ ~~Room 605 Wing On Life Building,~~ ~~22 Des Voeux Road Central,~~ ~~Hong Kong.~~ ~~Corporation~~ ~~For and on behalf of~~ ~~PIONEER SECRETARIES LIMITED~~ ~~(Sd.) NG CHUN WAH~~ ~~. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~ ~~PIONEER SECRETARIES LIMITED~~ ~~Room 605 Wing On Life Building,~~ ~~22 Des Voeux Road Central,~~ ~~Hong Kong.~~ ~~Corporation~~
						~~Total Number of Shares Taken . . . . . . . . .~~

~~Dated the 1st day of November, 1992. WITNESS to the above signatures:~~

~~(Sd.) NG MEI WAN Secretary Room 605 Wing On Life Building, 22 Des Voeux Road Central, Hong Kong~~

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THE COMPANIES ORDINANCE (CHAPTER 622 ~~32~~ )

Company Limited by Shares

NEW A RTICLES OF ASSOCIATION

(As adopted by Special Resolution passed on ~~12th February, 1997~~ [ ● ])

SHENZHEN INVESTMENT LIMITED 深圳控股有限公司

NAME OF COMPANY

The name of the Company is “ SHENZHEN INVESTMENT LIMITED 深圳控股有限公 Company 司 ” name. LIABILITY OF MEMBERS 2. The liability of the members of the Company is limited. Members’ liabilities. 3. The liability of the members is limited to any amount unpaid on shares held by the members. ~~TABLE A~~ MODEL ARTICLES 4 ~~1.~~ The regulations contained in ~~Table A in the First~~ Schedule 1 to the Companies (Model Other regulations Articles) Notice (Cap. 622H) ~~Ordinance~~ shall not apply to the Company. excluded.

INTERPRETATION

Interpretation.

5 ~~2.~~ The marginal notes to these Articles shall not be deemed to be part of these Articles and shall not affect their interpretation and in the interpretation of these Articles, unless there be something in the subject or context inconsistent therewith:-

“these Articles” or “these presents” shall mean these Articles of Association in their present form and all supplementary, amended or substituted articles for the time being in force;

these Articles. these presents.

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associate.

“associate” shall have the meaning ascribed to it under the Listing Rules as modified from time to time;

Auditors.

“Auditors” shall mean the persons for the time being performing the duties of that office;

Board. Director.

“the Board” or “the Directors” shall mean the Directors from time to time of the Company or (as the context may require) the majority of Directors present and voting at a meeting of the Directors;

call.

“call” shall include any instalment of a call;

capital.

“capital” shall mean the share capital from time to time of the Company;

Chairman.

“the Chairman” shall mean the Chairman presiding at any meeting of members or of the Board;

clearing house.

“clearing house” shall mean a recognised clearing house within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

the Company.

“the Company” or “this Company” shall mean the abovenamed Company;

Companies Ordinance. ~~the Ordinance.~~

“the Companies Ordinance” ~~or “the Ordinance”~~ shall mean the Companies Ordinance (Chapter 622 ~~32~~ of the ~~l~~ Laws of Hong Kong), any subsidiary legislation providing relevant administrative, technical and procedural matters for implementation of the Companies Ordinance, and any amendments thereto or re-enactment thereof for the time being in force ~~and includes every other ordinance incorporated therewith or substituted therefor and in the case of any such substitution the references in these Articles to the provisions of the Ordinance shall be read as references to the provisions substituted therefor in the new Ordinance~~ ;

dividend.

“dividend” shall include scrip dividends, distributions in specie or in kind, capital distributions and capitalisation issues, if not inconsistent with the subject or context;

dollars.

“dollars” shall mean dollars in the lawful currency of Hong Kong;

electronic communication.

“electronic communication” shall mean a communication sent by electronic transmission in any form through any medium, cable and telex message;

Entitled Person.

“Entitled Person” shall mean a ~~n “entitled person” as defined under~~ member who is entitled to receive or otherwise demand for a copy of the reporting documents of the Company under the relevant provisions of the Companies Ordinance;

Listing Rules. “the Listing Rules” shall mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and any amendments thereto for the time being in force;

month.

“month” shall mean a calendar month;

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“newspaper” shall mean a newspaper published daily and circulating generally in Hong
Kong and specified in the list of newspapers issued and published in the Gazette ~~for the~~
~~purposes of Section 71A of the Companies Ordinance ~~by the Chief Secretary for
Administration;
“the register” shall mean the register of members and includes any branch register to be
kept pursuant to the provisions of the Companies Ordinance;
“~~relevant financial~~reporting documents” shall mean the ~~“relevant financial~~reporting
documents~~” ~~as ~~defined under~~set out in Section 357(2) of the Companies Ordinance;
“seal” shall mean the common seal from time to time of the Company and includes, unless
the context otherwise requires, any official seal that the Company may have as permitted
by these Articles and the Companies Ordinance;
“Secretary” shall mean the person~~or corporation~~for the time being performing the duties
of that office;
“share” shall mean share in the capital of the Company ~~and includes stock except where~~
~~a distinction between stock and shares is expressed or implied~~;
“shareholders” or “members” shall mean the duly registered holders from time to time of
the shares in the capital of the Company;
“summary financial report” shall mean the “summary financial report” as defined under
Section 357 of the Companies Ordinance;
“writing” and “printing” shall ~~mean written or printed or printed by ~~include writing,
printing,lithography,~~or printed by~~photography,~~or typewritten or produced by~~typesetting
orany other modes of representing words or figures in alegible and non-transitory ~~visible~~
form ~~or, to the extent permitted by, and in accordance with the Companies Ordinance and~~
~~other applicable laws, rules and regulations, any visible substitute for writing (including~~
~~an electronic communication), or partly in one visible form and partly in another visible~~
~~form~~;
words denoting the singular shall include the plural and words denoting the plural shall
include the singular;
words importing any gender shall include every gender; and
words importing person shall include partnerships, firms, companies and corporations.
Subject as aforesaid, any words or expressions defined in the Companies Ordinance
(except any statutory modification thereof not in force when these Articles become
binding on the Company) shall, if not inconsistent with the subject and/or context, bear
the same meaning in these Articles, save that “company” shall where the context permits
include any company incorporated in Hong Kong or elsewhere.

newspaper.
the register.
~~relevant~~
~~financial~~reporting
documents.
seal.
Secretary.
share.
shareholders.
members.
summary
financial
report.
writing,
printing.
singular and
plural.
gender.
persons.
~~companies.~~
Companies
Ordinance to
bear same
meaning in
Articles.

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

Document References to a document being executed include references to its being executed under being executed and hand or under seal or, to the extent permitted by, and in accordance with the Companies

document. Ordinance and other applicable laws, rules and regulations, by electronic signature or by any other method. References to a document, to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations, include references to any information in visible form whether having physical substance or not.

SHARE CAPITAL AND MODIFICATION OF RIGHTS

Issue of 6 ~~3. (a) W~~ ithout prejudice to any special rights previously conferred on the holders of or shares. restrictions for the time being attached to any existing shares, any share may be issued upon such terms and conditions and with such preferred, deferred, or other special rights or privileges, or such restrictions, whether in regard to dividend, voting, return of ~~share~~ capital, or otherwise, as the Company may from time to time by ordinary resolution determine (or, in the absence of any such determination, as the Board may, subject to the Companies Ordinance, determine), and any preference share may, with the sanction of a special resolution, be issued on the terms that it is, or at the option of the Company or the holder thereof is liable, to be redeemed.
Warrants. 7. ~~(b)~~ The Board may issue warrants (other than share warrants to bearer) to subscribe for any class of shares or securities of the Company on such terms as it may from time to time determine. ~~Where share warrants are issued to bearer, no new warrant shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original has been destroyed.~~
How rights of 8 ~~4. If at any time the share capital is divided into different classes of shares, the rights~~ shares may be modified. ~~attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied 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 general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these regulations relating to general meetings shall~~ ~~mutatis mutandis apply, but so that the necessary quorum shall be 2 persons at least holding or representing by proxy or by authorised representative one-third in nominal value of the issued shares of the class, that every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him, that any holder of shares of the class present in person or by proxy or by authorised representative may demand a poll and that at any adjourned meeting of such holders one holder present in person or by proxy or by authorised representative (whatever the number of shares held by him) shall be a quorum.~~
(a) Without prejudice to any special rights conferred on the holders of any existing shares, the shares in the original or any increased capital of the Company may, subject to the provisions of the Companies Ordinance, be divided into different classes of shares as the Company may from time to time determine by a special resolution in general meeting.

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(b) All or any of the special rights (unless otherwise provided for by the terms of issue) attached to the shares or any class of the shares (if the capital is divided into different classes of shares) may, subject to the provisions of the Companies Ordinance, be varied or abrogated either with the consent in writing of the holders of not less than seventy-five per cent. of the total voting rights of holders of the issued shares or issued shares of that class (if the capital is divided into different classes of shares) or with the sanction of a special resolution passed at a general meeting of the holders of the shares or at a separate general meeting of the holders of the shares of that class (if the capital is divided into different classes of shares). To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be not less than two persons holding or representing by proxy one-third of the total voting rights of the issued shares of that class, and at an adjourned meeting one person holding shares of that class or his proxy, and that any holder of shares of the class present in person or by proxy may demand a poll.
(c) The provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the rights whereof are to be varied.
(d) The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching thereto or the terms of issue of such shares, be deemed to be altered by the creation or issue of further shares ranking pari passu therewith.

SHARES AND INCREASE OF CAPITAL

9 ~~5.~~ The Company may exercise any powers conferred or permitted by the Companies Ordinance or any other ordinance from time to time to buy back ~~acquire~~ its own shares or to give directly or indirectly, by means of a loan, guarantee, the provision of security or otherwise, financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company and should the Company buy back ~~acquire~~ its own shares neither the Company nor the Board shall be required to select the shares to be bought back ~~acquired~~ rateably or in any other particular manner as between the holders of shares of the same class or as between them and the holders of shares of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares provided always that any such share buy back ~~acquisition~~ or financial assistance shall only be made or given in accordance with any relevant rules or regulations issued by The Stock Exchange of Hong Kong Limited or the Securities and Futures Commission from time to time.
10 ~~6.~~ The Company ~~in general meeting~~ may from time to time, subject to the provisions of the Companies Ordinance, ~~whether all the shares for the time being authorised shall have been issued or all the shares for the time being issued shall have been fully paid up or not, by ordinary resolution increase~~ alter its share capital ~~by the creation of new shares, such new capital to be of such amount and to be divided into shares of such respective amounts as the resolution shall prescribe~~ as permitted by Section 170 of the Companies Ordinance.

Company to finance ~~purchase of own~~ shares buy-back.

Power to ~~increase~~ alter capital.

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11~~7.~~ Conditions on which new shares to be issued.	Without prejudice to any special rights previously conferred on the holders of existing shares, any new shares shall be issued upon such terms and conditions and with such ~~fddfdhilihiilhiihhi~~
	~~preerre, eerre, or oter speca rgts or prveges, or suc restrctons, weter n~~ ~~ddiiddifhilhihCih~~
	~~regar to ven, votng, return o sare capta, or oterwse, as te ompany n te~~ ~~lilihihfhlldiihbf~~
	~~genera meetng resovng upon te creaton tereo sa etermne or, n te asence o~~ ~~any such determination, as the Board may determine ~~rights, privileges or restrictions annexed thereto and rights may be granted to subscribe for, or to convert any security
	into, shares in the Company as the Company, subject to the provisions of the Companies
	Ordinance and of these Articles, shall direct, and if no direction is given or is required to
	be given under the Companies Ordinance, as the Board shall determine; and in particular
	any such shares may be allotted and issued with a preferential or qualified right to
	dividends and in the distribution of assets of the Company and with a special or without
	any right of voting.

When to be 12 ~~8.~~ The Company may, in accordance with the Companies Ordinance ~~by ordinary resolution~~ , offered to existing before the issue of any new shares, determine that the same, or any of them, shall be members. offered in the first instance ~~, and either at par or at a premium,~~ to all the existing holders of any class of shares in proportions as nearly as may be to the number of shares of such class held by them respectively, or make any other provisions as to the issue and allotment of the new shares, but in default of any such determination, or so far as the same shall not extend, the new shares may be dealt with as if they formed part of the shares in the capital of the Company existing prior to the issue of the new shares.
New shares 13 ~~9.~~ Except so far as otherwise provided by the conditions of issue, or by these Articles, any treated as forming part capital raised by the creation of new shares shall be treated as if it formed part of the of original capital. original capital of the Company, and such shares shall be subject to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.
Shares at the 14 ~~0.~~ Subject to the provisions of the Companies Ordinance (and in particular Sections ~~57B~~ 140 disposal of the Board. and 141 thereof) and of these Articles relating to new shares, all unissued shares in the Company shall be at the disposal of the Board, which may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times, for such consideration and generally on such terms as the Board shall in its absolute discretion think fit ~~, but so that no shares shall be issued at a discount, except in accordance with the provisions of the Companies Ordinance~~ .
Company 15 ~~1.~~ The Company may at any time pay a commission ~~not exceeding ten per cent.~~ to any may pay commission. person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, but so that ~~if the commission shall be paid or payable out of capital~~ the conditions and requirements of the Companies Ordinance shall be observed and complied with, and the commission shall not exceed ten per cent, in each case, of the price at which the shares are issued.

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16 ~~2.~~ If any shares in the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings, or the provision of any plant which cannot be made profitable for a lengthened period, the Company may pay interest on so much of such share capital as is for the time being paid up for the period and subject to the conditions and restrictions mentioned in the Companies Ordinance, may charge the sum so paid by way of interest to capital as part of the cost of construction of the works or buildings, or the provision of plant.
17 ~~3.~~ Except as otherwise expressly provided by these Articles or as required by law or as ordered by a court of competent jurisdiction, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

Power to charge interest to capital.

Company not to recognise trusts in respect of shares.

REGISTER OF MEMBERS AND SHARE CERTIFICATES

18 ~~4.~~ (a) The Board shall cause to be kept a register of members, and there shall be entered therein the particulars required under the Companies Ordinance.
(b) Subject to the provisions of the Companies Ordinance, if the Board considers it necessary or appropriate, the Company may establish and maintain a branch register of members at such location outside Hong Kong as the Board thinks fit.
19 Every person whose name is entered as a member in the register shall be entitled to ~~15.~~ receive within such period of time as may be prescribed by the Companies Ordinance or the Listing Rules after allotment or lodgement of a transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or, if he so request, in a case where the allotment or transfer is of a number of shares in excess of the number for the time being forming the stock exchange board lot, upon payment, ~~(i) in the case of an allotment, of a fee not exceeding such maximum amount as may from time to time be prescribed by the Listing Rules for every certificate after the first; or (ii)~~ in the case of a transfer, of a fee not exceeding such maximum amount as may from time to time be prescribed by the Listing Rules for every certificate, such number of certificates for shares in stock exchange board lots or multiples thereof as he shall request and one for the balance (if any) of the shares in question, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue a certificate or certificates to each other person, and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders.
20 Every certificate for shares or warrants or debentures or representing any other form of ~~16.~~ securities of the Company shall be issued under its seal ~~the seal of the Company, which for this purpose may be any official seal as permitted by Section 73A of~~ or be otherwise executed in accordance with the Companies Ordinance.
Share register.
Branch register.
Share certificates.

Share certificates to be sealed.

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Particulars to 21 Every share certificate hereafter issued shall specify the number and class of shares and be specified in certificate. ~~17.~~ distinguishing number of shares (if require by the Companies Ordinance) in respect of which it is issued and the amount paid thereon, and may otherwise be in such form as the Board may from time to time prescribe. If at any time the share capital of the Company is divided into different classes of shares, every share certificate shall contain the descriptions required under Section 179 of the Companies Ordinance. A share certificate shall relate to only one class of shares.

Joint holders.

22 (a) The Company shall not be bound to register more than four persons as joint holders ~~18.~~ of any share.
- (b) If any share shall stand in the names of two or more persons, the person first named in the register shall be deemed the sole holder thereof as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the share.
Replacement 23 If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such of share certificates. ~~19.~~ fee, if any, not exceeding such maximum amount as may from time to time be prescribed by the Listing Rules and on such terms and conditions, if any, as to publication of notices, evidence and indemnity as the Board thinks fit and in the case of wearing out or defacement, after delivery up of the old certificate. In the case of destruction or loss, the person to whom such replacement certificate is given shall also bear and pay to the Company any exceptional costs and the reasonable out-of-pocket expenses incidental to the investigation by the Company of the evidence of such destruction or loss and of such indemnity.

LIEN

Company’s 24 ~~0.~~ The Company shall have a first and paramount lien on every share (not being a fully paid lien. up share) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of such share; and the Company shall also have a first and paramount lien and charge on all shares (other than fully paid up shares) standing registered in the name of a member, whether singly or jointly with any other person or persons, for all the debts and liabilities of such member or his estate to the Company 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 period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the
Lien extends same are joint debts or liabilities of such member or his estate and any other person, to dividends and bonuses. whether a member of the Company or not. The Company’s lien (if any) on a share shall extend to all dividends and bonuses declared in respect thereof. The Board may at any time either generally or in any particular case waive any lien that has arisen, or declare any share to be exempt wholly or partially from the provisions of this Article.
Sale of 25 ~~1.~~ The Company may sell, in such manner as the Board thinks fit, any shares on which the shares subject to lien. Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable or the liability or engagement in respect of which such lien

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exists is liable to be presently fulfilled or discharged, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of the sum presently payable or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of intention to sell in default shall have been given to the holder for the time being of the shares or the person entitled by reason of his death or bankruptcy to the shares.

26 ~~2.~~ The net proceeds of such sale after the payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debt or liability or engagement in respect whereof the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser and may enter the purchaser’s name in the register as holder of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

Application of proceeds of such sale.

CALLS ON SHARES

27 ~~3.~~ The Board may from time to time make such calls as it may think fit upon the members in respect of all moneys unpaid on the shares held by them respectively and not by the conditions of allotment thereof made payable at fixed times. A call may be made payable either in one sum or by instalments. ~~The Board may make arrangements on the issue of shares for a difference between the shareholders in the amount of calls to be paid and in the times of payment. The provisions of these Articles with respect to calls may in any share incentive scheme for employees approved by the Company be varied with respect to any shares issued pursuant to such scheme.~~
28 ~~4.~~ Fourteen days’ notice at least of any call shall be given specifying the time and place of payment and to whom such call shall be paid.
29 A copy of the notice referred to in Article 28 ~~4~~ shall be sent to members in the manner in ~~25.~~ which notices may be sent to members by the Company as herein provided.
30 Every member upon whom a call is made shall pay the amount of every call so made on ~~26.~~ him to the person and at the time or times and place or places as the Board shall appoint. 31 In addition to the giving of notice in accordance with Article 29, ~~N~~ notice of the person ~~27.~~ appointed to receive payment of every call and of the times and places appointed for payment may, if required by any applicable laws, rules or regulations, or determined by the Board to be appropriate, be given to the members by notice to be inserted ~~once in The Hongkong Government Gazette and once at least in both an English language newspaper in English and a Chinese language newspaper in Chinese~~ in newspaper or any other form of advertisement.

Calls.

Notice of call.

Copy of notice to be sent to members.

Every member liable to pay call at appointed time and place.

Notice of call may be advertised.

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When call 32 A call shall be deemed to have been made at the time when the resolution of the Board deemed to have been ~~28.~~ authorising such call was passed.

made.

Liability of joint holders.

33 The joint holders of a share shall be severally as well as jointly liable for the payment of

~~29.~~ all calls and instalments due in respect of such share or other moneys due in respect thereof.

Board may 34 ~~0.~~ The Board may from time to time and at its ~~absolute~~ discretion extend the time fixed for extend time fixed for call. any call, and may similarly extend such time as to all or any of the members, whom from residence outside Hong Kong or other cause the Board may deem entitled to any such extension, but no member shall be entitled to any such extension except as a matter of grace and favour.
Interest on 35 ~~1.~~ If the sum payable in respect of any call or instalment is not paid on or before the day unpaid calls. appointed for payment thereof, the person or persons from whom the sum is due shall pay interest for the same at such rate not exceeding twenty per cent. per annum as the Board shall fix from the day appointed for the payment thereof to the time of the actual payment, but the Board may in its absolute discretion waive payment of such interest wholly or in part.
Suspension of 36 ~~2.~~ No member shall be entitled to receive any dividend or bonus or to be present and vote privileges while call (save as proxy for another member) at any general meeting either personally or by proxy, unpaid. to be reckoned in a quorum, or to exercise any other privilege as a member until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.
Evidence in 37 ~~3.~~ On the trial or hearing of any action or other proceedings for the recovery of any money action for call. due for any call, it shall be sufficient to prove that the name of the member sued is entered in the register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.
Sums payable 38 ~~4.~~ Any sum which by the terms of allotment of a share is made payable upon allotment, or on allotment deemed a at any fixed date ~~, whether on account of the nominal value of the share and/or by way of~~ call. ~~premium,~~ shall for all purposes of these Articles be deemed to be a call duly made and payable on the date fixed for payment, and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture and the like, shall apply as if such sums had become payable by virtue of a call duly made and notified.
Payment of 39 The Board may, if it thinks fit, receive from any member willing to advance the same, and calls in advance. ~~35.~~ either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so

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advanced the Company may pay interest at such rate (if any) not exceeding twenty per cent. per annum as the Board may decide provided that not until a call is made any payment in advance of a call shall not entitle the member to receive any dividend or to exercise any other rights or privileges as a member in respect of the shares or the due portion of the shares upon which payment has been advanced by such member before it is called up. The Board may at any time repay the amount so advanced upon giving to such member not less than one month’s notice in writing of their intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced.

TRANSFER OF SHARES

40 All transfers of shares may be effected by an instrument of transfer in the usual or ~~36.~~ common form or in such other form as the Board may accept and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time. All instruments of transfer must be left at the registered office or at such other place as the Board may appoint.
41 The instrument of transfer shall be executed by or on behalf of the transferor and the ~~37.~~ transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. The Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.
42 The Board may, in its absolute discretion, ~~, and without assigning any reason,~~ refuse to ~~38.~~ register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also refuse to register any transfer of any share to more than four joint holders or any transfer of any share (not being a fully paid up share) on which the Company has a lien.
43 The Board may also decline to recognise any instrument of transfer unless:-

~~39.~~

Form of transfer.

Execution of transfer.

Board may refuse to register transfers.

Requirements as to transfer.

(a) a fee not exceeding such maximum amount as may from time to time be prescribed by the Listing Rules is paid to the Company in respect thereof ~~for registering any transfer or other document relating to or affecting the title to the shares involved or for otherwise making an entry in the register relating to such shares~~ ;
(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

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(c) the instrument of transfer is in respect of only one class of shares;
(d) the shares concerned are free of any lien in favour of the Company; and
(e) the instrument of transfer is properly stamped.

No transfer 44 ~~0~~ . No transfer of shares (not being a fully paid up share) shall be made to an infant or to a to an infant etc. person of unsound mind or under other legal disability.

Notice of 45 ~~1.~~ If the Board shall refuse to register a transfer of any share, it shall, within two months refusal. after the date on which the transfer was lodged with the Company, send to each of the transferor and the transferee notice of such refusal ~~, as required by Section 69 of the Ordinance~~ provided that if any of the transferor or transferee should request for a statement of the reasons for the refusal, it must within twenty-eight days after receiving the request send the statement of the reasons or register the transfer.
Certificate on 46 ~~2.~~ Upon every transfer of shares the certificate held by the transferor shall be given up to transfer. be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued with a fee not exceeding the maximum amount as may from time to time be prescribed by the Listing Rules to the transferee in respect of the shares transferred to him, and if any of the shares included in the certificate so given up shall be retained by the transferor a new certificate in respect thereof shall be issued to him with a fee not exceeding the maximum amount as may from time to time be prescribed by the Listing Rules. The Company shall also retain the transfer.
When 47 ~~3.~~ The registration of transfers may be suspended and the register closed at such times and transfer books and for such periods as the Board may from time to time determine and either generally or in registerbe closed.may respect of any class of shares, provided always that such registration shall not be suspended or the register closed for more than thirty days in any year or, with the approval of the Company in general meeting, sixty days in any year.

TRANSMISSION OF SHARES

Death of 48 ~~4.~~ In the case of the death of a member, the survivor or survivors where the deceased was registered holder or a joint holder, and the legal personal representatives of the deceased where he was a sole joint holder of shares. holder, shall be the only person(s) recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or jointly held by him.

Registration 49 Subject to the Companies Ordinance, ~~A~~ any person becoming entitled to a share in of personal representatives ~~45.~~ consequence of the death or bankruptcy of a member may, upon such evidence as to his andin trustees title being produced as may from time to time be required by the Board, and subject as bankruptcy. hereinafter provided either be registered himself as holder of the share or elect to have some person nominated by him registered as the transferee thereof.

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50 If the person so becoming entitled shall elect to be registered himself, he shall deliver or ~~46.~~ send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have his nominee registered, he shall testify his election by executing to his nominee a transfer of such share. All the limitations, restrictions and provisions of these presents relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer executed by such member.
51 A person becoming entitled to a share by reason of the death or bankruptcy of the holder ~~47.~~ shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it ~~they~~ thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 78 ~~79~~ being met, such a person may vote at meetings.

Notices of election to be registered.

Registration of nominee.

Retention of dividends, etc., of shares of deceased or bankrupt member.

FORFEITURE OF SHARES

52 If a member fails to pay any call or instalment of a call on the day appointed for payment ~~48.~~ thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, without prejudice to the provisions of Article 36 ~~2~~ hereof, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment.
53 The notice shall name a further day (not earlier than the expiration of fourteen days from ~~49.~~ the date of service of the notice) on or before which the payment required by the notice is to be made, and it shall also name the place where payment is to be made, such place being either the registered office of the Company, or some other place at which calls of the Company are usually made payable. The notice ~~and~~ shall also state that in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.
54 ~~0.~~ If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture. The Board may accept the surrender of any shares liable to be forfeited hereunder and in such cases references in these Articles to forfeiture shall include surrender.
55 ~~1.~~ Any share so forfeited shall be deemed to be the property of the Company, and may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board thinks fit and at any time before a sale or ~~disposal~~ disposition the forfeiture may be cancelled on such terms as the Board thinks fit.

If call or instalment not paid notice may be given.

Form of notice.

If notice not complied with shares may be forfeited.

Forfeited share to become property of Company.

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Amounts to 56 ~~2.~~ A person whose shares have been forfeited shall cease to be a member in respect of the be paid notwithstanding forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all forfeiture. moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, together with (if the Board shall in its ~~their~~ discretion so require) interest thereon from the date of forfeiture until payment at such rate not exceeding twenty per cent. per annum as the Board may prescribe, and the Board may enforce the payment thereof if it thinks fit, and without any deduction or allowance for the value of the shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture ~~, whether on account of the nominal value of the share or by way of premium,~~ shall notwithstanding that that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.
Evidence of 57 ~~3.~~ A statutory declaration in writing that the declarant is a Director or Secretary of the forfeiture, and transfer Company, and that a share in the Company has been duly forfeited on a date stated in the ofshare.forfeited declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or ~~disposal~~ disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.
Notice after 58 ~~4.~~ When any share shall have been forfeited, notice of the resolution shall be given to the forfeiture. member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any ~~failure~~ omission or neglect to give such notice or make such entry ~~as aforesaid~~ .
Power to ~~buy~~ 59 Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any ~~backr~~ forfeitededeem ~~55.~~ shares so forfeited shall have been sold, re-allotted or otherwise disposed of, cancel the share. forfeiture on such terms as the Board thinks fit or permit the shares forfeited to be bought back or redeemed upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it ~~they~~ think ~~s~~ fit.

Forfeiture not to prejudice Company’s right to call or instalment.

60 The forfeiture of a share shall not prejudice the right of the Company to any call already ~~56.~~ made or instalment payable thereon.
Forfeiture for 61 The provisions of these Articles as to forfeiture shall apply in the case of non-payment non-paymentof any sum ~~57.~~ of any sum which, by the terms of issue of a share, becomes payable at a fixed time ~~,~~ dueshares.on ~~whether on account of the nominal value of the share or by way of premium,~~ as if the same had been payable by virtue of a call duly made and notified.

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STOCK

~~58. The Company may by ordinary resolution convert any paid up shares into stock, and may from time to time by like resolution reconvert any stock into paid up shares of any denomination.~~

~~59. The holders of stock may transfer the same or any part thereof in the same manner, and subject to the same regulations as and subject to which the shares from which the stock arose might prior to conversion have been transferred, or as near thereto as circumstances admit, but the Board may from time to time, if it thinks fit, fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose. No warrants to bearer shall be issued in respect of any stock.~~

~~60. The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, participation in assets on a winding up, voting at meetings, and other matters, as if they held the shares from which the stock arose, but no such right, privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such right, privilege or advantage.~~

~~61. All such of the provisions of these presents as are applicable to paid up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.~~

~~Power to convert into stock.~~

~~Transfer of stock.~~

~~Rights of stockholders.~~

~~Interpretation.~~

ALTERATION OF CAPITAL

(a) Subject to the provisions of the Companies Ordinance, ~~T~~ the Company may from time to time by ordinary resolution:-
(i) consolidate ~~and divide~~ all ~~or any~~ of its shares ~~capital~~ into smaller number of shares ~~of larger or smaller amount~~ than its existing ~~shares~~ number; on any consolidation of fully paid shares into shares of larger amount, the Board may settle any difficulty which may arise as it thinks expedient and in particular (but without prejudice to the generality of the foregoing) may as between the holders of shares to be consolidated determine which particular shares are to be consolidated into each consolidated share, and if it shall happen that any persons shall become entitled to fractions of a consolidated share or shares, such fractions may be sold by some person appointed by the Board for that purpose, and the person so appointed may transfer the shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated share or shares rateably in accordance with their rights and interests or may be paid to the Company for the Company’s benefit;

Consolidation and division of ~~capital~~ shares and sub-division and cancellation of shares.

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(ii) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, or have been forfeited in accordance with these Articles ~~, and diminish the amount of its share capital by the amount of the shares so cancelled~~ ; and
(iii) sub-divide its shares into larger number of shares than its existing number ~~or any of them into shares of smaller amount than is fixed by the Memorandum of Association~~ , subject nevertheless to the provisions of the Companies Ordinance, and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred or other special rights over, or may have such deferred rights or be subject to any such restrictions as compared with, the others as the Company has power to attach to ~~unissued or~~ new shares.

Reduction of capital.

(b) The Company may by special resolution reduce its share capital ~~, any capital redemption reserve fund or any share premium account~~ in ~~any~~ such manner authorised and subject to any conditions prescribed by law.

GENERAL MEETINGS

When annual 63. The Company shall ~~in each year~~ hold ~~a general meeting as its~~ annual general meetings general meeting to be within the period as required by the Companies Ordinance. ~~in addition to any other~~ held. ~~meeting in that year and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next.~~ The annual general meeting shall be held at such time and place as the Board shall appoint.

Extraordinary general meetings.

All general meetings other than annual general meetings shall be called extraordinary general meetings.
Convening of 65. The Directors may, whenever they think fit, convene an extraordinary general meeting, extraordinary general and extraordinary general meetings shall also be convened on requisition as provided by meetings. the Companies Ordinance, or, in default, may be convened by the requisitionists.
Notices of 66. An annual general meeting ~~and a meeting called for the passing of a special resolution~~ meetings. shall be called by ~~21~~ twenty-one days’ notice in writing at the least, and ~~a meeting~~ the other general meetings of the Company ~~other than an annual general meeting or a meeting for the passing of a special resolution~~ shall be called by ~~14~~ fourteen days’ notice in writing at the least. 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 meeting and ~~, in case of special business, the general nature of that business, and~~ shall be given, in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Company, provided that subject to the provisions of the Companies Ordinance, a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it so agreed:-

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(i) in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and
(ii) in the case of any other general meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. of the total voting rights at the meeting of all the members.
(a) The accidental omission to give any such notice to, or the non-receipt of any such notice by, any person entitled to receive such notice shall not invalidate any resolution passed or any proceeding at any such meeting.

As to omission to give notice.

(b) In cases where instruments of proxy are sent out with notices, the accidental omission to send such instrument of proxy to, or the non-receipt of such instrument of proxy by, any person entitled to receive notice shall not invalidate any resolution passed or any proceeding at any such meeting.

PROCEEDINGS AT GENERAL MEETINGS

~~68. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transacted at an annual general meeting, with the exception of sanctioning dividends, the reading, considering and adopting of the accounts and balance sheet and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet, the election of Directors and appointment of Auditors and other officers in the place of those retiring, the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration to the Directors.~~

68 ~~9.~~ For all purposes the quorum for a general meeting shall be two members present in person ~~or in the case of a member being a corporation by its duly authorised representative~~ or by proxy ~~and entitled to vote~~ . No business shall be transacted at any general meeting unless the requisite quorum shall be present at the commencement of the business.
69 If within fifteen minutes from the time appointed for the meeting a quorum is not present, ~~70.~~ the meeting, if convened upon the requisition of members, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and place as shall be decided by the Board, and if at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, the member or members present in person shall be a quorum and may transact the business for which the meeting was called.
70 ~~1.~~ The Chairman (if any) of the Board or, if he is absent or declines to take the chair at such meeting, the Deputy Chairman (if any) shall take the chair at every general meeting, or, there be no such Chairman or Deputy Chairman or, if at any general meeting neither of such Chairman or Deputy Chairman is present within fifteen minutes after the time appointed for holding such meeting, or both such persons decline to take the chair at such

~~Special business.~~

Quorum.

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

Chairman of general meeting.

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meeting, the Directors present shall choose one of their number to act as Chairman, or if one Director only is present he shall take the chair if he is willing to act as Chairman, and if no Director is present or if all the Directors present decline to take the chair or if the Chairman chosen shall retire from the chair, then the members present shall choose one of their number to be Chairman.

Power to 71 ~~2.~~ The Chairman may, with the consent of any general meeting at which a quorum is present, adjourn general and shall, if so directed by the meeting, adjourn the meeting from time to time and from meeting,Business of place to place as the meeting shall determine. Whenever a meeting is adjourned for adjourned fourteen days or more, at least seven clear days’ notice, specifying the place, the day and meeting. the hour of the adjourned meeting shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.
How 72 ~~3.~~ At any general meeting a resolution put to the vote of the meeting shall be decided on a questions to be decided. show of hands unless a poll is taken as may from time to time be required under the Listing Rules or any other applicable laws, rules or regulations or unless a poll is (before or on the declaration of the result of the show of hands) demanded:-
(a) by the Chairman; or
(b) by at least three members present in person ~~or in the case of a member being a corporation by its duly authorised representative~~ or by proxy for the time being entitled to vote at the meeting; or
(c) by any member or members present in person ~~or in the case of a member being a corporation by its duly authorised representative~~ or by proxy and representing not less than ~~one-tenth~~ 5 per cent. of the total voting rights of all the members having the right to vote at the meeting. ~~; or~~
~~(d) by any member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.~~

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

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73 ~~4.~~ If a poll is required or demanded as aforesaid, it shall (subject as provided in Article 74 ~~5~~ ) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was required or demanded, as the Chairman directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was required or demanded. The demand for a poll may be withdrawn, with the consent of the Chairman, at any time before the close of the meeting or the taking of the poll, whichever is the earlier.
74 ~~5.~~ Any poll duly required or demanded on the election of a chairman of a meeting or on any question of adjournment shall be taken at the meeting and without adjournment.
75 ~~6.~~ In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is required or demanded, shall be entitled to a second or casting vote. In case of any dispute as to the admission or rejection of any vote, the Chairman shall determine the same, and such determination shall be final and conclusive.
76 ~~7.~~ The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

Poll.

In what cases poll taken without adjournment.

Chairman to have casting vote.

Business may proceed notwithstanding demand for poll.

VOTES OF MEMBERS

77 ~~8.~~ Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a show of hands every member who (being an individual) is present in person or by proxy or (being a corporation) is present by a representative duly authorised under Section 606 ~~115~~ or 607 of the Companies Ordinance, shall have one vote. If a member appoints more than one proxy, the proxies so appointed are not entitled to vote on the resolution on a show of hands. ~~, and oO~~ n a poll every member present in person or by proxy or by duly authorised representative shall have one vote for every share of which he is the holder which is fully paid up or credited as fully paid up ~~share of which he is the holder and have for every partly paid share of which he is the holder the fraction of one vote equal to the proportion which the nominal amount due and paid up thereon bears to the nominal value of the share,~~ (but so that no amount paid up or credited as paid up on a share in advance of calls or instalments shall be treated for the purposes of this Article as paid up on the share). On a poll a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.
78 ~~9.~~ Any person entitled under Article 51 ~~45~~ to be registered as a shareholder may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares; provided that forty-eight hours at least before the time of the holding of the meeting or adjourned meeting as the case may be at which he proposes to vote, he shall satisfy the Board of his right to be registered as the holder of ~~entitlement to~~ such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

Votes of members.

Votes in respect of deceased and bankrupt members.

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Joint holders. ~~807~~ 9.Where there are joint registered 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: but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share, shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.
Votes of 80 ~~1.~~ A member of unsound mind, or in respect of whom an order has been made by any court member of unsound having jurisdiction in lunacy ~~cases of mental disorders~~ , may vote, whether on a show of mind. hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may, on a poll, vote by proxy, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the registered office of the Company, or to such other place as is specified in accordance with these Articles for the deposit of instrument of proxy, not later than the last time at which a valid instrument of proxy could be so delivered ~~not less than forty-eight hours before the time for holding the meeting, or adjourned meeting or poll, as the case may be~~ .
Qualification 81 ~~2.~~ (a) Save as herein expressly provided, no person other than a member duly registered for voting. and who shall have paid everything for the time being due from him and payable to the Company in respect of his shares and is entitled to attend and vote shall be entitled to be present or to vote (save as proxy for another member) either personally or by proxy, or to be reckoned in a quorum ~~(save as proxy for another member)~~ , at any general meeting.

Objections to votes.

(b) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, any vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman, whose decision shall be final and conclusive.
Voting in (c) Where the Company has knowledge that any member is, under any applicable laws, contravention of Listing regulations or ~~and~~ the Listing Rules, required to abstain from voting on any Rules. particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.
Proxies. 82 ~~3.~~ Any member of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holder of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion.

Instrument 83 ~~4.~~ The instrument appointing a proxy shall be in writing under the hand of the appointor or appointing proxy to be of his attorney duly authorised in writing, or if the appointor is a corporation, either under in writing. seal, or under the hand of an officer or attorney duly authorised.

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84 ~~5.~~ The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company or at such other place as is specified in the notice of meeting or in the instrument of proxy issued by the Company and received by the Company (a) for a general meeting or adjourned general meeting, not less than forty-eight hours before the time for holding the meeting or adjourned meeting; and (b) for a poll taken more than forty-eight hours after it was demanded not less than twenty-four hours before the time appointed for the taking of the poll ~~or poll (as the case may be) at which the person named in such instrument proposes to vote~~ , and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after expiration 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. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
85 ~~6.~~ Every instrument of proxy, whether for a specified meeting or otherwise, shall be in such form as the Board may from time to time approve.
86 ~~7.~~ The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority upon the proxy to demand or join in demanding a poll and to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks fit provided that any form issued to a member for use by him for appointing a proxy to attend and vote at an extraordinary general meeting or at an annual general meeting at which any business is to be transacted shall be such as to enable the member, according to his intention, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise his discretion in respect of) each resolution dealing with any such business; and (ii) unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.
87 ~~8.~~ A vote given or poll demanded by a proxy, including authorized representative of a corporation, in accordance with the terms of an instrument of proxy or power of attorney shall be valid notwithstanding the previous death or insanity ~~unsoundness of mind~~ of the principal or the previous termination or revocation of the proxy or power of attorney or other authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, provided that no notice ~~intimation~~ in writing of such death, insanity ~~unsoundness of mind~~ , termination, revocation or transfer ~~as aforesaid~~ shall have been received by the Company not less than forty-eight hours before the time fixed for holding the meeting or adjourned meeting (or in the case of a poll taken more than forty-eight hours after it is demanded, twenty-four hours before the time appointed for the taking of the poll) ~~at the registered office, or at such other place as is referred to in Article 85 of these Articles, prior to two hours before the commencement of the meeting, adjourned meeting or poll, as the case may be, at which the proxy is used~~ .

Appointment of proxy must be deposited.

Form of proxy.

Authority under instrument appointing proxy.

When vote ~~beb~~ y proxy valid though authority revoked.

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Corporation 88 ~~9.~~ (a) Any corporation which is a member of the Company may by resolution of its acting by representative directors or other governing body or by power of attorney, authorise such person as at meetings. it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise as if it were an individual member of the Company. References in these Articles to a member present in person at a meeting shall, unless the context otherwise requires, include a corporation which is a member represented at the meeting by such duly authorised representative.
(b) If a clearing house (or ~~a~~ its nominee(s)) ~~of a clearing house~~ is a member of the Company, it may authorise such person(s) ~~or persons~~ as it thinks fit to act as its representative(s) or proxy(ies) ~~or representatives~~ at any meeting of the Company or at any meeting of any class of members of the Company provided that, if more than one person is so authorised or appointed, the authorisation or instrument of proxy shall specify the number and class of shares in respect of which each such person is so authorised or appointed. A person so authorised or appointed under the provisions of these Articles shall be entitled to exercise the same powers on behalf of the clearing house (or its nominee(s)) which he represents as that clearing house (or its nominee(s)) could exercise as if ~~it~~ such person were an individual member of the Company.
~~(c) Any reference in these Articles to a duly authorised representative of a member of the Company being a corporation shall mean a representative authorised under the provisions of these Articles.~~

REGISTERED OFFICE

Registered ~~908~~ 9.The registered office of the Company shall be at such place in Hong Kong as the Board Office. shall from time to time appoint.

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BOARD OF DIRECTORS

90 ~~1.~~ The number of Directors shall not be less than two.
91 ~~2.~~ The Board shall have power from time to time, and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the ~~existing~~ Board), and shall then be eligible for re-election at that meeting provided that any Director who so retires shall not be taken into account in determining the number of Directors who are to retire by rotation at an annual general meeting.
92 ~~3.~~ (a) A ~~ny~~ Director may at any time by notice in writing delivered to the registered office of the Company or at a meeting of the Board, appoint any person (including another Director) to act as ~~be his~~ alternate Director in his place during his ~~for such period of~~ absence ~~from Hong Kong or such period of unavailability due to illness or disability or for such meeting as may be specified therein~~ and may in like manner at any time determine such appointment. If such person is not another Director, ~~S~~ such appointment, unless previously approved by the Board, shall have effect only upon and subject to being so approved.

~~Number~~ Constitution of Board.

Board may fill vacancies.

Alternate Directors.

(b) The appointment of an alternate Director shall determine on the happening of any event which, were he a Director, would cause him to vacate such office, or if his appointor ceases to be a Director.
(c) An alternate Director shall (except when absent from Hong Kong ~~, for which purpose he shall be deemed absent from Hong Kong on any day if he has given to the Secretary notice of his intention to be absent from Hong Kong for any period including such day and has not revoked such notice~~ ) be entitled to receive notices of meeting of the Board and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all the functions of his appointor as a Director, and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he (instead of his appointor) were a Director. If he shall be himself a Director and/or ~~or~~ shall attend any such meeting as an alternate for more than one Director his voting rights shall be cumulative. If his appointor is for the time being absent from Hong Kong or ~~temporarily~~ otherwise unavailable or unable to act ~~through ill-health or disability,~~ his signature to any resolution in writing of the Board shall be as effective as the signature of his appointor. To such extent as the Board may from time to time determine in relation to any committees of the Board, the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An alternate Director shall not, save as aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles.

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(d) An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director, but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.
~~(e) An alternate Director shall be deemed to be the agent of the Director who appoints him. A Director who appoints an alternate Director shall be vicariously liable for any tort committed by the alternate Director while acting in the capacity of alternate Director.~~
No 93 ~~4.~~ A Director shall ~~need~~ not be required to hold any qualification shares but shall qualification shares for nevertheless be entitled to receive notice of and to attend and speak at all general Directors. meetings of the Company and ~~at all separate meetings of the respective holders~~ of all class ~~es~~ of ~~shares~~ members of the Company.
Directors’ 94 ~~5.~~ The Directors shall be entitled to receive by way of remuneration for their services such remuneration. sum as shall from time to time be determined by the Company in general meeting, such sum (unless otherwise directed by the resolution by which it is voted) to be divided amongst the Directors in such proportions and in such manner as the Board may agree or, failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. The foregoing provisions shall not apply to a Director who holds any salaried employment or office in the Company except in the case of sums paid in respect of Directors’ fees.
Directors’ 95 ~~6.~~ The Directors shall also be entitled to be repaid all travelling, hotel and other expenses expenses. reasonably incurred by them respectively in or about the performance of their duties as Directors, including their expenses of travelling to and from board meetings, committee meetings or general meetings or otherwise incurred whilst engaged in the business of the Company.
Special 96 ~~7.~~ The Board may grant special remuneration to any Director who, being called upon, shall remuneration. perform any special or extra services to the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, ~~or~~ commission, participation in profits or otherwise as may be arranged.
Remuneration 97 ~~8.~~ Notwithstanding the foregoing Articles ~~95~~ 94, ~~96~~ 95 and ~~97~~ 96, the remuneration of a of Managing Directors, Managing Director, Joint Managing Director, Deputy Managing Director or other etc. Executive Director or a Director appointed to any other office in the management of the Company shall from time to time be fixed by the Board and may be by way of salary,

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commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time decide. Such remuneration shall be in addition to his remuneration as a Director.

98 ~~9.~~ (a) A Director shall vacate his office:-

When office of Director to be vacated.

(i) ~~I~~ if he becomes bankrupt or has a receiving order made against him or suspends payment, or compounds with his creditors ~~.~~ ;
(ii) ~~I~~ if he becomes a lunatic or of unsound mind ~~.~~ ;
(iii) ~~I~~ if he absents himself from the meetings of the Board during a continuous period of six months without special leave of absence from the Board, and his alternate Director (if any) shall not during such period have attended in his stead, and the Board passes a resolution that he has by reason of such absence vacated his office ~~.~~ ;
(iv) ~~I~~ if he becomes prohibited from being a Director by reason of any order made under any provision of the Companies Ordinance or pursuant to any applicable laws, rules or regulations ~~.~~ ;
(v) ~~I~~ if by notice in writing delivered to the Company at its registered office that he resigns his office ~~.~~ ;
(vi) ~~I~~ if he shall be removed from office by notice in writing served upon him signed by all his co-Directors ~~.~~ ;
(vii) ~~I~~ if, having been appointed to an office under Article ~~114~~ 113 hereof, he is dismissed or removed therefrom by the Board under Article 115.114; or
(viii) if he shall be removed from office by an ordinary resolution of the Company under Article 106.
(b) ~~Subject to the provisions of the Companies Ordinance n~~ 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.

~~100~~

(a) A Director may hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Article.

Directors may contract with Company.

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(b) A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
(c) A Director of the Company may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or any other company in which the Company may be interested, and shall not be liable to account to the Company or the members for any remuneration, profits or other benefits received by him as director or officer of or from his interest in such other company. The Board may also cause the voting power conferred by the shares in any other company held or owned by the Company ~~or exercisable by it as director of such other company~~ to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.
(d) A Director shall not vote or be counted in the quorum on any resolution of the Board concerning his own appointment as the holder of any office or place of profit with the Company or any other company in which the Company is interested (including the arrangement or variation of the terms thereof, or the termination thereof).
(e) Where arrangements are under consideration concerning the appointment (including the arrangement or variation of the terms thereof, or the termination thereof) of two or more Directors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director and in such case each of the Directors concerned shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment (or the arrangement or variation of the terms thereof, or the termination thereof) and except (in the case of an office or place of profit with any such other company as aforesaid) where the other company is a company in which the Director and ~~together~~ with any of his associates are in aggregate beneficially interested in ~~own~~ 5 per cent. or more of the issued shares of any class of such company or of the voting rights of any class of shares of such company.
(f) Subject to the Companies Ordinance and to the next paragraph of this Article, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit (other than the office of Auditors of the Company or any subsidiary of the Company) or as vendor, purchaser or in any other manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established.

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(g) If a ~~A~~ Director or any of his connected entities or associates who ~~to his knowledge~~ is in any way, whether directly or indirectly, interested in a transaction, contract or arrangement (or a proposed transaction, contract or arrangement) with the Company that is significant in relation to the Company’s business, the Director shall declare the nature and extent of his interest (or the connected entity’s or associate’s interest, as the case may be) at the meeting of the Board at which the question of entering into the transaction, contract or arrangement is first taken into consideration ~~if he knows his interest then exists~~ , or in any other case by notice in writing sent to other Directors, or by general notice sent to the Board or the Company, in each case in accordance with the Companies Ordinance ~~at the first meeting of the Board after he knows that he is or has become so interested~~ . Subject to the Companies Ordinance, a general notice by a Director ~~F~~ for this purpose, is a ~~general~~ notice ~~to the Board by a Director~~ to the effect that:-
(i) ~~het~~ he Director (or his connected entity or associate) has an interest ~~i~~ as a member, officer, employee or otherwise in ~~of~~ a body corporate ~~specified company~~ or firm specified in the notice and is to be regarded as interested in any transaction, contract or arrangement which may after the effective date of the notice be ~~made~~ entered into with that ~~company~~ specified body corporate or firm; or
(ii) ~~het~~ he Director (or his connected entity or associate) is connected with a person specified in the notice (other than a body corporate or firm) and the Director is to be regarded as interest in any transaction, contract or arrangement which may after the effective date of the notice be ~~made~~ entered into with ~~a~~ that specified person ~~who is connected with him~~ ,

which shall be deemed to be a sufficient declaration of interest in relation to any such transaction, contract or arrangement ~~;~~ provided that:

(aa) such notice must state the nature and extent of the interest of the Director (or his connected entity or associate) in the specified body corporate or firm; or the nature of the Director’s (or his connected entity’s or associate’s) connection with the specified person; and
(bb) ~~no~~ such notice ~~shall~~ must be ~~effective unless either it is~~ given at a meeting of the Board ~~or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given~~ in which case it shall take effect on the date of the meeting of the Board; or in writing and sent to the Company in which case it shall take effect on the twenty-first day after the day on which it is sent.
(h) Subject to the Listing Rules and save as otherwise provided by these Articles, ~~A~~ a Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any transaction, contract or arrangement or any other proposal in which he or any of his associate(s) or connected entities ~~to his knowledge~~ is/are materially interested, but this prohibition shall not apply to any of the following matters namely:-

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(i) any transaction, contract or arrangement for the giving by the Company of any security or indemnity to the Director or his associate(s) or connected entities in respect of money lent or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;
(ii) any transaction, contract or arrangement for the giving by the Company of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) or connected entities has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;
(iii) any transaction, contract, arrangement or proposal concerning an offer of the shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his associate(s) or connected entities is/are or is/are to be interested as a participant in the underwriting or subunderwriting of the offer;
(iv) any transaction, contract or arrangement in which the Director or his associate(s) or connected entities is/are interested in the same manner as other holders of shares or debentures or other securities of the Company, by virtue only of his/their interest in shares or debentures or other securities of the Company;
(v) any contract, arrangement or proposal concerning any other company in which the Director or his associate(s) or connected entities is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director and/or his associate(s) or connected entities is/are beneficially interested in shares of that company, provided that the Director and any of his associates or connected entities are not in aggregate beneficially interested in 5 per cent. or more of the issued shares of any class of such company or of the voting rights of any class of shares of such company (or of any third company through which his interest or that of his associates is derived);
(vi) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to the Directors, his associates and employees of the Company or any of its subsidiaries ~~or its associated companies~~ and does not provide in respect of any Director or his associate(s) or connected entities any privilege not generally accorded to the ~~employees~~ class of persons to whom such scheme or fund relates; and

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(vii) any proposal or arrangement concerning the adoption, modification or operation of any employee’s share scheme or any share incentive or share option scheme ~~involving the issue or grant of options over shares or other securities by the Company to, or for the benefit of the employees~~ of the Company or any of its subsidiaries under which the Director or his associate(s) or connected entities may benefit.
(i) A company shall be deemed to be a company in which a Director and/or his associate(s) or connected entities own(s) 5 per cent. or more if and so long as (but only if and so long as) he and/or his associate(s) or connected entities is/are (either directly or indirectly) the holder(s) of or beneficially interested in 5 per cent. or more of any class of the equity share capital of such company (or of any third company through which his interest or that of any of his associates is derived) or of the voting rights available to members of such company. For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) or connected entities as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) or connected entities is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) or connected entities is/are interested only as a unit holder and any shares which carry no voting right at general meetings and very restrictive dividend and return of capital right.
(j) Where a company in which a Director and/or his associate(s) or connected entities hold(s) 5 per cent. or more is materially interested in a transaction, contract or arrangement, then that Director and/or his associate(s) or connected entities shall also be deemed materially interested in such transaction, contract or arrangement.
(k) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or his associate(s) or connected entities or as to the entitlement of any Director (other than such chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director and/or his associate(s) or connected entities concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall be counted in the quorum but shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman and/or his associate(s) and/or his connected entities concerned as known to such chairman has not been fairly disclosed to the Board.
~~(l) In so far as it is required by The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, a Director shall not vote (nor be counted in~~

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~~the quorum) on any resolution of the shareholders in respect of any contract or arrangement in which he is or his associate(s) is/are to his knowledge materially interested provided that this prohibition (a) shall not apply to any of the matters specified as (i) to (vii) inclusive in Article 100 (h) above; and (b) is also subject to any waiver which may be granted by The Stock Exchange of Hong Kong Limited.~~

(l ~~m~~ ) The Company may by ~~O~~ ordinary ~~R~~ resolution ratify any transaction, contract or arrangement not duly authorised by reason of a contravention of these Articles provided that no member ~~Director~~ who (i) is a Director in respect of whose conduct the ratification is sought, (ii) is an entity connected with that Director or an associate of that Director; or (iii) holds any shares in the Company in trust for that Director or entity or associates ~~or whose associate(s) is/are materially interested in such transaction, together with any of his associates,~~ shall vote upon such ~~O~~ ordinary ~~R~~ resolution ~~in respect of any shares in the Company in which they are interested~~ .

For the purposes of this Article 99, references to (i) an entity connected with a Director shall be construed in accordance with Section 486 of the Companies Ordinance; and (ii) a transaction, contract or arrangement include a proposed transaction, contract or arrangement.

ROTATION OF DIRECTORS

100

Rotation and ~~1~~ . Subject to the manner of retirement by rotation of Directors as from time to time retirement of Directors. prescribed under the Listing Rules, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), ~~then~~ the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election.

101

Meeting to ~~2~~ . The Company at any general meeting at which any Directors retire in manner aforesaid, fillvacancies.up may fill up the vacated offices by electing a like number of persons to be Directors.

102

Retiring ~~3~~ . If at any general meeting at which an election of Directors ought to take place, the places Directors to remain in of ~~a~~ the retiring Directors ~~is~~ are not filled ~~up~~ , the retiring Directors or such of them as have office till successors, not had their places filled shall be deemed to have been re-elected and shall, if willing, appointed. continue in office until the next annual general meeting and so on from year to year until ~~his~~ their places ~~is~~ are filled ~~up~~ , unless it shall be expressly resolved at such meeting to reduce the number of Directors, or not to fill such vacated office, or unless a resolution for the re-election of such Director shall have been put to such meeting and lost.

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103

~~4~~ . The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall never be less than two.

Power of general meeting to increase or reduce number of Directors.

104

~~5~~ . No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a notice signed by a member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a notice signed by the person to be proposed for his willingness to be elected shall have been lodged at the registered office of the Company provided that the minimum length of the period, during which such notice(s) are given, shall be at least seven (7) days and that the period for lodgment of such notice(s) shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and ending no later than seven (7) days prior to the date appointed for such general meeting.

Notices to be given when person proposed for election.

105

~~6~~ . The Company shall keep at its office a register containing all such particulars of its Directors as are required by the Companies Ordinance to be kept therein ~~and shall send to the Registrar of Companies a copy of such register~~ and shall from time to time notify to the Registrar any change that takes place in such Directors or their particulars as required by the Companies Ordinance.

106

~~7~~ . The Company may by ordinary resolution remove any Director (including a Managing Director or other Executive Director) before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim which such Director may have for damages for any breach of any contract of service between him and the Company) and may elect another person in his stead. Any person so elected shall hold office for such time only as the Director in whose place he is elected would have held the same if he had not been removed.

Power to remove Director by ordinary resolution.

BORROWING POWERS

107

~~8~~ . The Board may from time to time at their discretion exercise all the powers of the Company to raise or borrow, or to secure the payment of, any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and uncalled capital or any part thereof.

Power to borrow.

108

~~9~~ . The Board may raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as they think fit and in

Conditions on which money may be borrowed.

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particular, by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

~~110~~

Assignment. 109. Debentures, debenture stock, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

110

Special privileges.

~~1~~ . Any debentures, debenture stock, bonds or other securities may be issued ~~at a discount, premium or otherwise and~~ with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

111

Register of ~~2~~ . The Board shall cause a proper register to be kept, in accordance with the provisions of charges to be kept. the Companies Ordinance, of all mortgages and charges specifically affecting the property of the Company and shall duly comply with the requirements of the Companies Ordinance, in regard to the registration of mortgages and charges therein specified and otherwise.

112

Charge of ~~3~~ . Where any uncalled capital of the Company is charged, all persons taking any subsequent uncalled capital. charge, thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the members or otherwise, to obtain priority over such prior charge.

MANAGING DIRECTORS ETC.

113

Power to ~~4~~ . The Board may from time to time appoint any one or more of its body to the office of appoint Managing Managing Director, Joint Managing Director, Deputy Managing Director or other Directors, etc. Executive Director and/or such other office in the management of the Company as it may decide for such period and upon such terms as it thinks fit and upon such terms as to remuneration as it may decide in accordance with Article ~~98~~ 97.

114

Removal of ~~5~~ . Every Director appointed to an office under Article ~~114~~ 113 hereof shall, subject to the Managing Director, etc. provisions of any contract between himself and the Company with regard to his employment in such office, be liable to be dismissed or removed therefrom by the Board.

115

Cessation of appointment.

~~6~~ . A Director appointed to an office under Article ~~114~~ 113 hereof shall be subject to the same provisions as to removal as the other Directors of the Company, and he shall (subject to the provisions of any contract between him and the Company) ipso facto and immediately cease to hold such office if he ceases to hold the office of Director for any cause.

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116

~~7~~ . The Board may from time to time entrust to and confer upon a Managing Director, Joint Managing Director, Deputy Managing Director or Executive Director all or any of the powers of the Board that they may think fit. But the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose, and the said powers may at any time be withdrawn, revoked or varied ~~.~~ , but no person dealing in good faith and without notice of such withdrawal, revocation or variation shall be affected thereby.

Powers may be delegated.

POWERS OF DIRECTORS MANAGEMENT

117

~~8~~ . (a) ~~Subject to any exercise by the Board of the powers conferred by Articles 117, 119, 120, 121, 127, 139 and 140 hereof, tT~~ he management of the business of the Company shall be vested in the Board who, in addition to the powers and authorities by these Articles expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by the Companies Ordinance expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Companies Ordinance and of these Articles and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles ~~:~~ , ~~P~~ provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.

General powers of Company vested in the Board.

(b) Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers:-
(i) (subject to Section 141 of the Companies Ordinance) ~~T~~ to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at such agreed value ~~par or at such premium as may be agreed.;~~ and
(ii) ~~Tt~~ o give any Directors, officers or servants of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

MANAGERS

118

~~9~~ . The Board may from time to time appoint a general manager, a manager or managers of the Company and may fix his or their remuneration either by way of salary or commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes and pay the working expenses of any of the staff of the general manager, manager or managers who may be employed by him or them upon the business of the Company.

Appointment and remuneration of managers.

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120

Tenure of 119. The appointment of such general manager, manager or managers may be for such period office and powers. as the Board may decide, and the Board may confer upon him or them all or any of the powers of the Directors as it may think fit.

120

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

CHAIRMAN

121

Chairman. ~~2~~ . The Board may from time to time elect or otherwise appoint a Director to be Chairman or Deputy Chairman and determine the period for which each of them is to hold office. The Chairman or, in his absence, the Deputy Chairman shall preside at meetings of the Board, but if no such Chairman or Deputy Chairman be elected or appointed, or if at any meeting the Chairman or Deputy Chairman is not present within five minutes after the time appointed for holding the same, the Directors present shall choose one of their number to be Chairman of such meeting.

PROCEEDINGS OF THE DIRECTORS

122

Meetings of ~~3~~ . The Directors may meet together for the despatch of business, adjourn and otherwise Directors, quorum, etc. regulate their meetings and proceedings as they think fit and may determine the quorum necessary for the transaction of business. Unless otherwise determined two Directors shall be a quorum. For the purpose of this Article an alternate Director shall be counted in a quorum but notwithstanding that an alternate Director is also a Director or is an alternate for more than one Director he shall for quorum purposes count as only one Director. Any Director may participate in a meeting of the Board or of any such committee of the Board by means of a conference telephone or other electronic means or similar communication equipment by means of which all persons participating in the meeting are capable of hearing each other.

123

Convening of ~~4~~ . A Director may, and on request of a Director or the Secretary shall, at any time summon Board meeting. a meeting of the Board. Notice thereof shall be given to each Director either in writing or by telephone or by electronic means ~~telex or telegram~~ at the address from time to time notified to the Company by such Director or in such other manner as the Board may from time to time determine. Provided however that notice need not be given to any Director for the time being absent from Hong Kong. A Director may waive notice of any meeting and any such waiver may be prospective or retrospective.

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124

~~5~~ . Questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of an equality of votes the Chairman shall have a second or casting vote.

How questions to be decided.

125

~~6~~ . A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the Articles of the Company for the time being vested in or exercisable by the Board generally.

Powers of meeting.

126

~~7~~ . The Board may delegate any of their powers to committees consisting of such member or members of its body as the Board thinks fit, and it may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to person or purposes, but every committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Board.

Power to appoint committee and to delegate.

127

~~8~~ . All acts done by any such committee in conformity with such regulations, and in Acts of committee to
fulfilment of the purposes for which it is appointed, but not otherwise, shall have the like be of same effect as acts
force and effect, as if done by the Board, and the Board shall have power, with the consent of the Board. of the Company in general meeting, to remunerate the members of any special committee, and charge such remuneration to the current expenses of the Company.

128

~~9~~ . The meetings and proceedings of any such committee consisting of two or more members Proceedings of committee.
shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors.

~~130~~

All acts bona fide done by any meeting of the Board or by a committee of the Board, or by any person acting as a Director shall, notwithstanding that it shall 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 ~~he had by virtue of Article 99(a) ceased to be a Director,~~ be as valid as if every such person had been duly appointed and had not ceased to be a Director.

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

130

~~1~~ . The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the minimum number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

Directors’ powers when vacancies exist.

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131

Directors’ ~~2~~ . A resolution in writing signed by all the Directors in Hong Kong except such as are absent resolutions in writing. from Hong Kong or temporarily unable to act through ill-health or disability ~~, and all~~ (or their alternate Directors) ~~in Hong Kong whose appointors are absent from Hong Kong or are temporarily unable to act as aforesaid~~ shall (so long as they constitute a quorum as provided in Article ~~123~~ 122) be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. ~~and~~ Any such resolution in writing may consist of several documents in like form each signed by one or more of the Directors or alternate Directors.

HONORARY PRESIDENT

132

Honorary ~~3~~ . The Board may, at any time and from time to time, appoint any one of their number or President. any former Director of the Company who, in their opinion, has rendered outstanding services to the Company, or any other person to be President of the Company for such period as the Board may decide. Any such appointment may from time to time be vested by the Board. The President shall not, by virtue of his office, be deemed a Director or be entitled to any remuneration. Nevertheless where he is not a Director he may, by invitation of the Board, attend meetings of the Board for the purpose of giving advice and the Board may remunerate him in respect of advice and assistance from time to time given by him.

SECRETARY

133

Appointment ~~4~~ . The Secretary shall be appointed by the Board for such term, at such remuneration and of Secretary. upon such conditions as it may think fit, and any Secretary so appointed may be removed by the Board. Anything by the Companies Ordinance or these Articles required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may 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 on that behalf by the Board. In the event that the Secretary appointed is a corporation or other body, it may act and sign by the hand of any one or more of its directors or officers duly authorised.

134

Residence.

~~5~~ . The Secretary shall (a), if an individual, ordinarily reside in Hong Kong, and (b), if a body corporate, have its registered office or a place of business in Hong Kong.

135

Same person ~~6~~ . A provision of the Companies Ordinance or of these Articles requiring or authorising a not to act in two thing to be done by or to a Director and the Secretary shall not be satisfied by its being capacities at once. done by or to the same person acting both as Director and as or in place of the Secretary.

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GENERAL MANAGEMENT – MISCELLANEOUS AND USE OF THE SEAL

136

~~7~~ . (a) The Board shall provide for the safe custody of the seal which shall only be used by the authority of the Board or of a committee of the Board authorised by the Board on their behalf, and every instrument to which the seal shall be affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Board for the purpose. Provided that the Board may either generally or in any particular case or cases resolve (subject to such restrictions as to the manner in which the seal may be affixed as the Board may determine) that such signatures or any of them may be affixed to certificates for shares or debentures or representing any other form of security by some mechanical means other than autographic to be specified in such resolution or that such certificates need not be signed by any person. Every instrument executed in manner provided by this Article shall be deemed to be sealed and executed with the authority of the Board previously given.
(b) Notwithstanding Article 136(a), the Company may execute a document as a deed in any other manner as may be permitted by law.
( ~~b~~ c) The Company may have an official seal for use for sealing certificates for shares or other securities issued by the Company as permitted by Section 126 ~~73A~~ of the Companies Ordinance (and no signature of any Director, officer or other person and no mechanical reproduction thereof shall be required on any such certificates or other document and any such certificates or other document to which such official seal is affixed shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction as aforesaid) and an official seal for use abroad under the provisions of the Companies Ordinance where and as the Board shall determine, and the Company may by writing under the seal appoint any agents or agent, committees or committee abroad to be the duly authorised agents of the Company for the purpose of affixing and using such official seal and they may impose such restrictions on the use thereof in accordance with the Companies Ordinance as may otherwise 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.

Seal.

~~Official seal.~~

Official seal.

137

~~8~~ . All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking account shall be kept with such banker or bankers as the Board shall from time to time determine.

Cheques and banking arrangements.

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138

Power to ~~9~~ . (a) The Board may from time to time, and at any time, by power of attorney or any appoint attorney. instrument executed as a deed ~~under the common seal~~ , appoint any company, firm or person, or any fluctuating body of persons, whether nominated directly or indirectly by the Board to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in him.
Execution of (b) The Company may, by an instrument executed as a deed ~~writing under its common~~ deeds by attorney. ~~seal~~ , empower any person, either generally or in respect of any specified matter, as its attorney, to execute deeds and instruments on its behalf and to enter into contracts and sign the same on its behalf ~~in any place not situate within Hong Kong~~ , and every deed signed by such attorney on behalf of the Company and under his seal or executed as a deed shall bind the Company and have the same effect as if it were under the common seal of, or executed as a deed by, the Company.

~~140~~

Local boards. 139. The Board may establish any committees, local boards or agencies for managing any of the affairs of the Company, either in Hong Kong or elsewhere, and may appoint any persons to be members of such committees, local boards or agencies and may fix their remuneration, and may delegate to any committee, local board, or agent any of the powers, authorities and discretions vested in the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any local board, or any of them, to fill any vacancies therein, and to act notwithstanding vacancies, and any such appointment or delegation may be upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

140

Pension funds ~~1~~ . The Board may establish and maintain or procure the establishment and maintenance of donations, etc. any contributory or non-contributory pension or superannuation funds for the benefit of, or give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company, or is allied or associated with the Company or with any such subsidiary company, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid, and who hold or who have held any salaried employment or office in the Company or such other company, and the wives, widows, families and dependants of any such persons. The Board may also establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the

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Company or of any such other company as aforesaid or of any such persons as aforesaid, and may make payments for or towards the insurance of any such persons as aforesaid, and subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. The Board may do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid. Any Director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument.

CAPITALISATION OF RESERVES

141

~~2~~ . (a) Subject to the Companies Ordinance, ~~T~~ the Company in general meeting may, upon the recommendation of the Directors, resolve to capitalise any part ~~that it is desirable to capitalise any part of the amount for the time being standing to the credit of any~~ of the Company’s reserves ~~accounts or to the credit of the~~ or undivided profits ~~and loss account or otherwise available for distribution (and~~ not required for the payment or provision of the dividend on any shares with a preferential right to dividend, ~~)~~ and accordingly that such part be sub-divided ~~sums be set free for distribution~~ amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions, on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such members respectively or paying up in full shares or debentures or other securities of the Company to be allotted and distributed credited as fully paid to and amongst such members in the proportion aforesaid, or partly in one way and partly in the other ~~holding ordinary shares in proportion to the number of ordinary shares (whether or not fully paid) held by them respectively on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such members respectively or paying up in full unissued shares or debentures of the Company to be allotted and distributed credited as fully paid up to and amongst such members in the proportions aforesaid, or partly in the one way and partly in the other, and the Board shall give effect to such resolution: Provided that a share premium account and a capital redemption reserve fund may, for the purposes of this Article, only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid up shares~~ .
(b) Whenever such a resolution as aforesaid shall have been passed the Board shall make all appropriations and applications of the reserve or profits and undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid up shares or debentures, ~~if any,~~ or other securities and generally shall do all acts and things required to give effect thereto. For the purpose of giving effect to any resolution under this Article, the Board may settle any difficulty which may arise in regard to a capitalisation issue as it thinks fit, and in particular, may determine that cash payments shall be made to any members in respect of fractional entitlements

Power to capitalise.

Effect of resolution to capitalise.

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or that fractions of such value (as the Board may determine) may be disregarded in order to adjust the rights of all parties or that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the members concerned. The Board may appoint any person to sign on behalf of the persons entitled to shares in a capitalisation issue and such appointment shall be effective and binding upon all concerned, and the contract may provide for the acceptance by such persons of the shares, debentures or other securities to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalised. ~~, with full power to the Board to make such provision by the issue of fractional certificates or by payment in cash or otherwise (including provision for the benefit of fractional entitlements to accrue to the Company rather~~

~~than to the members concerned) 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 Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation, or, as the case may require, for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such members.~~

SUBSCRIPTION RIGHTS RESERVE

~~143. (a) If, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions of the 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 Rights Reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (iii) of this paragraph (a) on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Rights Reserve in paying up such additional shares in full as and when the same are allotted;~~
~~(ii) the Subscription Rights Reserve will not be used for any purpose other than that specified above until all other reserves of the Company (other than share premium account and capital redemption reserve fund) have been used and will then only be used to make good losses of the Company if and so far as is required by law;~~

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~~(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:-~~
~~(aa) 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~~
~~(bb) the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par;~~

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

~~(iv) if upon the exercise of the subscription rights represented by any warrant the amount standing to the credit of the Subscription Rights Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including to the extent permitted by law, share premium account and capital redemption reserve fund) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until such time no dividend or other distributions shall be paid or made on the shares. 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 transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate.~~

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~~(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.~~
~~(c) Notwithstanding anything contained in paragraph (a) of this Article no fraction of a share shall be allotted on exercise of the subscription rights.~~
~~(d) The provisions of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating, the provisions for the benefit of any warrantholder or class of warrantholders under this Article without the sanction of a special resolution of such warrantholders or class of warrantholders.~~
~~(e) A certificate or report by the Auditors as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to an exercising warrantholder credited as fully paid and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.~~

DIVIDENDS AND RESERVES

Power to declare dividends.

Board’s power to pay interim dividends.

142 The Company in general meeting may declare dividends in any currency, but no dividends ~~4~~ . shall exceed the amount recommended by the Board.
143 (a) The Board may from time to time pay to the members such interim dividends as ~~5~~ . appear to the Board to be justified by the profits of the Company, and in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights.
(b) The Board may also pay half-yearly or at other suitable intervals to be settled by it any dividend which may be payable at a fixed rate if the Board is of the opinion that the profits justify the payment.

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144 ~~(a)~~ No dividend shall be payable except out of the profits of the Company. No dividend ~~6~~ . shall carry interest.

~~Provisions as to d~~ Dividends not to be paid out of capital.

~~(b) For so long as any share issued under any share incentive scheme for employees remains subject to restrictions on dividends, voting and transfer imposed thereby, but without prejudice to the entitlement of the holder of such share to participate in any distribution on capitalization of reserves under Article 142, no dividend whether payable in cash or in specie or by way of allotment of fully paid shares under Article 148 hereof shall be declared or paid on such share.~~
145 Whenever the Board or the Company in general meeting has resolved that a dividend be ~~7~~ . paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may ~~issue fractional certificates,~~ disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest and such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, and such appointment shall be effective. Where requisite, a contract shall be filed in accordance with the provisions of the Companies Ordinance, and the Board may appoint any person to sign such contract on behalf of the persons entitled to the dividend, and such appointment shall be effective.
146 (a) Whenever the Board or the Company in general meeting have resolved that a ~~8~~ . dividend be paid or declared on the share capital of the Company, the Board may further resolve:-

Dividend in specie.

Scrip dividends.

either

(i) ~~Tt~~ hat such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up on the basis that the shares so allotted shall be of the same class or classes as the class or classes already held by the allottee, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment. In such case, the following provisions shall apply:-
(aa) the basis of any such allotment shall be determined by the Board;
(bb) the Board, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

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(cc) the right of election may be exercised ~~in whole or in part~~ in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and
(dd) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in lieu and in satisfaction thereof shares shall be allotted credited as fully paid to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company’s reserve accounts (including ~~profits carried and standing to the credit of any reserve or reserves or other~~ any special account ~~other than the Subscription Rights Reserve or Conversion Rights Reserve or Capital Redemption Reserve Fund (if there be any such Reserves)~~ ) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the non-elected shares on such basis;

(ii) ~~Tt~~ hat the shareholders entitled to such dividend be entitled to elect to receive an allotment of shares credited as fully paid in lieu of the whole or such part of the dividend as the Board may think fit on the basis that the shares so allotted shall be of the same class or classes as the class or classes already held by the allottee. In such case, the following provisions shall apply:-
(aa) the basis of any such allotment shall be determined by the Board;
(bb) the Board, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(cc) the right of election may be exercised ~~in whole or in part~~ in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and
(dd) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares shall be allotted credited as fully paid

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to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company’s reserve accounts (including ~~profits carried and standing to the credit of any reserve or reserves or other~~ any special account ~~other than the Subscription Rights Reserve or Conversion Rights Reserve or Capital Redemption Reserve Fund (if there be any such Reserves)~~ ) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the elected shares on such basis.

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

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

( ~~ii~~ c) The Directors may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (a) of this Article, with full power to the Board to make such provisions as they thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the members concerned). The Board may authorise any person to enter into, on behalf of all members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.
(d ~~c~~ ) The Company may upon the recommendation of the Board ~~by special resolution~~ resolve in respect of any particular dividend of the Company that notwithstanding the provisions of paragraph (a) of this Article ~~s~~ a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

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

Reserves.

147 The Board may, before recommending any dividend, set aside out of the profits of the ~~9~~ . Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for meeting claims on or liabilities of the Company or contingencies or for paying off any loan capital or for equalising dividends or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may from time to time think fit, and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to divide.
Dividends to 148 Subject to the rights of persons, if any, entitled to shares with special rights as to be paid in proportion to ~~50.~~ dividend, all dividends shall be declared and paid according to the amounts paid or paidcapital.up credited as paid up on the shares in respect whereof the dividend is paid, but no amount paid up or credited as paid up on a share in advance of calls shall be treated for the purposes of this Article as paid up on the share. ~~All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid up on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such shares shall rank for dividend accordingly.~~

Retention of dividends etc.

~~151~~ (a) The Board may retain any dividends or other moneys payable on or in respect of a 149. share upon which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.
Deduction of (b) The Board may deduct from any dividend or bonus payable to any member all sums debts. of money (if any) presently payable by him to the Company on account of calls, instalments or otherwise ~~in relation to the shares of the Company.~~
Dividend and 15 Any general meeting sanctioning a dividend may make a call on the members of such call together. 0 ~~2.~~ amount as the meeting fixes, but so that the call on each member shall not exceed the dividend payable to him, and so that the call be made payable at the same time as the dividend, and the dividend may, if so arranged between the Company and the member, be set off against the call.

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151 A transfer of shares shall not pass the right to any dividend or bonus declared thereon ~~3~~ . before the registration of the transfer.
152 If two or more persons are registered as joint holders of any share, any one of such
~~4~~ . persons may give effectual receipts for any dividends, interim dividends or bonuses and other moneys payable in respect of such shares.
153 Unless otherwise directed by the Board, any dividend or bonus may be paid by cheque or ~~5~~ . warrant sent through the post to the registered address of the member entitled, or, in case of joint holders, to the registered address of that one whose name stands first in the register in respect of the joint holding or to such person and to such address as the holder or joint holders may in writing direct. Every cheque or warrant so sent shall be sent at the risk of the holder or joint holder, as the case may be, and made payable to the order of the person to whom it is sent, and the payment of any such cheque or warrant shall operate as a good discharge to the Company in respect of the dividend and/or bonus represented thereby, notwithstanding that it may subsequently appear that the same has been stolen, or that any endorsement thereon has been forged.
154 All dividends or bonuses unclaimed for one year after having been declared may be ~~6~~ . invested or otherwise made use of by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof for any profit or benefit derived therefrom. All dividends or bonuses unclaimed for six years after having been declared may be forfeited by the Board and shall revert to the Company.
155 Any resolution declaring a dividend on shares of any class, whether a resolution of the ~~7~~ . Company in general meeting or a resolution of the Board, may specify that the same shall be payable or distributable to the persons registered as the holders of such shares on a particular date or at a point of time on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article shall mutatis mutandis apply to bonuses, capitalisation issue, distributions of realised capital profits or offers or grants made by the Company to the members.

Effect of transfer.

Receipts for dividends on shares held by joint holders.
Payment by post.
Unclaimed dividends.

Record dates.

UNTRACEABLE MEMBERS

156 Without prejudice to the rights of the Company under Article 154 ~~6~~ and the provisions of ~~8~~ . Article 157, the Company may cease sending such cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

Company may cease sending dividend warrants.

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Company may sell shares of untraceable members.

157 The Company shall have the power to sell, in such manner as the Board thinks fit, any ~~9~~ . shares of a member who is untraceable, but no such sale shall be made unless:-
(i) all cheques or warrants, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles of the Company have remained uncashed;
(ii) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and
(iii) the Company has caused an advertisement to be inserted in English in an English language newspaper and in Chinese in a Chinese language newspaper giving notice of its intention to sell such shares and has notified The Stock Exchange of Hong Kong Limited of such intention and a period of three months has elapsed since the date of such advertisement.

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

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

ACCOUNTS

Accounts to 158 The Directors shall cause true accounts to be kept of the sums of money received and be kept. ~~60.~~ expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Companies Ordinance or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.

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161 The accounting records of the Company ~~books of account~~ shall be kept at the registered 159. office or at such other place or places as the Board thinks fit and shall always be open to the inspection of the Directors without charge.
160 The Board shall from time to time determine whether and to what extent, at what times ~~2~~ . and places and under what conditions or regulations, the accounting records ~~accounts and books~~ of the Company, or any of them, shall be open to the inspection of the members not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company, except as conferred by the Companies Ordinance or authorised by the Directors or by the Company in general meeting.
161 (a) The Board shall from time to time in accordance with the provisions of the ~~3~~ . Companies Ordinance cause to be prepared and laid before the Company at its annual general meeting the ~~relevant financial~~ reporting documents.

Where

accounts to be kept.

Inspection by members.

~~Relevant financial~~ Reporting documents and summary financial report.

(b) Subject to paragraph (c) of this Article, the Company shall in accordance with the Companies Ordinance, the Listing Rules and other applicable laws, rules and regulations, deliver or send to every member of, and every holder of debentures of, the Company and to every Entitled Person a copy of the ~~relevant financial~~ reporting documents ~~of the Company~~ or ~~a copy of~~ the summary financial report ~~in place of a copy of the relevant financial documents from which the report is derived,~~ not less than twenty-one days before the date of the general meeting of the Company concerned (or such other time as is permitted under the Companies Ordinance and other applicable laws, rules and regulations).
(c) Where any Entitled Person has, in accordance with the Companies Ordinance and other applicable laws, rules and regulations, agreed or is deemed to have agreed to his having access to the ~~relevant financial~~ reporting documents and/or the summary financial report on the Company’s ~~computer network~~ website as mentioned in Article 166 ~~8~~ or, to the extent permitted by, and in accordance with the Companies Ordinance, the Listing Rules and other applicable laws, rules and regulations, in any other manner (including any other form of electronic communication) instead of being sent the documents or report, as the case may be (an “assenting person”), the publication or making available by the Company, in accordance with the Companies Ordinance and other applicable laws, rules and regulations, on the Company’s ~~computer network~~ website referred to above of the ~~relevant financial~~ reporting documents and/or the summary financial report throughout the period beginning not less than twenty-one days before the date of the general meeting of the Company concerned and ending on such date in accordance with the Companies Ordinance, the Listing Rules and other applicable laws, rules and regulations (or such other period of time as is permitted under the Companies Ordinance and other applicable laws, rules and regulations) or in such other manner, shall be ~~treated as having sent a copy of the relevant financial documents or a copy of the summary financial report to an assenting person in satisfaction of~~ deemed to discharge the Company’s obligations under paragraph (b) of this Article.

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AUDITORS

Auditors.

162 Auditors shall be appointed and their duties regulated in accordance with the provisions ~~4~~ . of the Companies Ordinance.

Remuneration of Auditors.

163 Subject as otherwise provided by the Companies Ordinance, the remuneration of the ~~5~~ . Auditors shall be fixed by the Company in general meeting provided always that in respect of any particular financial year the Company in general meeting may delegate the fixing of such remunerations to the Board.
When 164 Every statement of accounts, audited by the Company’s Auditors and presented by the accounts to be deemed ~~6~~ . Board at an annual general meeting, shall after approval at such meeting, be conclusive finally settled. except as regards any error discovered therein within three months of the approval thereof. Whenever any such error is discovered within that period, it shall forthwith be corrected, and the statement of accounts amended in respect of the error shall be conclusive.

NOTICES

Address of 165 Every ~~Entitled Person~~ member shall register with the Company an address either in Hong shareholders and service ~~7~~ . Kong or elsewhere to which notices can be sent and if any member shall fail so to do, ofjointnoticesholders.to notice may be given to such member by sending the same in any of the manners hereafter mentioned to his last known place of business or residence, or if there be none, by posting the same for one day at the registered office of the Company or by posting the same on the website of the Company or any other electronic means. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the register and notice so given shall be sufficient notice to all the joint holders.

Service of notices.

166 Any notice or document (including any “corporate communication” as defined in the ~~8~~ . Listing Rules), whether or not to be given or issued under the Companies Ordinance, other applicable laws, rules and regulations or these presents from the Company, may be served or delivered by the Company to another ~~upon any Entitled P~~ person:
(i) personally;
(ii) by sending it through the post in a prepaid envelope or wrapper addressed to a member ~~such person~~ at his ~~registered place of~~ address as appear in the register or to such address as that other person (whether or not he is a member) may provide for the purpose;
(iii) by advertisement in ~~English in at least one~~ an English language newspaper and in ~~Chinese in at least one~~ a Chinese language newspaper and for such period as the Board shall think fit to the extent permitted by, and in accordance with the Companies Ordinance, the Listing Rules and other applicable laws, rules and regulations;

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(iv) by sending or transmitting it as an electronic communication to such person at any telex or facsimile transmission number or electronic number or electronic address or computer network or website supplied by him to the Company for the giving of notice or document from the Company to him to the extent permitted by, and in accordance with the Companies Ordinance, the Listing Rules and other applicable laws, rules and regulations;
(v) by publishing it on the Company’s ~~computer network~~ website and, if required by ~~giving to such person a notice in accordance with~~ the Companies Ordinance, the Listing Rules, other applicable laws, rules and regulations, giving to such person ~~stating that the~~ a notification of the availability of the notice or other document ~~is available there~~ (a “notice of publication”) to the extent permitted by, and in accordance with the Companies Ordinance, the Listing Rules and other applicable laws, rules and regulations. The notice of publication may be given to such person by any of the means set out in paragraphs (i) to (iv) or (vi) of this Article; or
(vi) by sending or otherwise making available to such person through such means to the extent permitted by, and in accordance with, the Companies Ordinance, the Listing Rules and other applicable laws, rules and regulations.
167 (a) Any notice or other document (including any corporate communication as defined ~~9~~ . in the Listing Rules) given or issued by or on behalf of the Company:-

When notice deemed to be served.

(i) if served or delivered in person, shall be deemed to have been served or delivered at the time of personal service or delivery, and in proving such service or delivery, a certificate in writing signed by the Secretary (or other officer of the Company or such other person appointed by the Board) that the notice or document was so served or delivered shall be conclusive evidence thereof;
(ii) if served or delivered by post, shall be deemed to have been served or delivered on the second business day following that on which the envelope or wrapper containing the same is ~~put into a post box~~ posted, and in proving such service or delivery, it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly prepaid, addressed and put into such post box. A certificate in writing signed by the Secretary (or such other officer of the Company or such other person appointed by the Board) that the envelope or wrapper containing the notice or other document was so prepaid, addressed and put into the post shall be conclusive evidence thereof;
(iii) if sent or transmitted as an electronic communication in accordance with Article 166 ~~8~~ (iv) or through such means in accordance with Article 166 ~~8~~ (vi), shall be deemed to have been served or delivered at the time of the relevant despatch or transmission or otherwise in accordance with the Companies

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Ordinance. A notice or document published in the Company’s ~~computer network~~ website in accordance with Article 166 ~~8~~ (v), shall be deemed to have been served or delivered twelve hours from the later of (i) the time that such ~~on~~ the day following that on which notice, document or information is first made available on the website; and (ii) the time that a notification of the presence of such notice, document or information on the website ~~a notice of publication is~~ sent to the Entitled Person, or otherwise in accordance with the Companies Ordinance. In proving such service or delivery, a certificate in writing signed by the Secretary (or such other officer of the Company or such other person appointed by the Board) as to the fact and time of such service, delivery, despatch, transmission or publication shall be conclusive evidence provided that no notification that the electronic communication has not reached its recipient has been received by the sender, except that any failure in transmission beyond the sender’s control shall not invalidate the effectiveness of the notice or document being served; and

(iv) if served by advertisement in a newspaper ~~in accordance with Article 168(iii)~~ , shall be deemed to have been served on the day on which such notice or document is first published.

Choice of language.

(b) Subject to the Companies Ordinance and other applicable laws, rules and regulations, any notice or other document (including but not limited to the documents referred to in Article 161 ~~3~~ and corporate communication as defined in the Listing Rules) may be given by the Company in the English language only, in the Chinese language only or in both. Where a person has in accordance with the Companies Ordinance and other applicable laws, rules and regulations consented to receive notices and other documents (including but not limited to the documents referred to in Article 161 ~~3~~ and any corporate communication as defined in the Listing Rules) from the Company in the English language only or the Chinese language only but not both, it shall be sufficient for the Company to serve on or deliver to him any such notice or document in such language only in accordance with these presents unless and until there is a notice of revocation or amendment of such consent given or deemed to have been given by such person to the Company in accordance with the Companies Ordinance and other applicable laws, rules and regulations which shall have effect in respect of any notice or document to be served on or delivered to such person subsequent to the giving of such notice of revocation or amendment.
Service of 168 A notice or document may be given by or on behalf of the Company to the person(s) noticepersonsto ~~70.~~ entitled to a share in consequence of death, mental disorder or bankruptcy of a member entitleddeath, mentalon in such manner as provided in Article 166 ~~8~~ in which the same might have been given if disorder or the death, mental disorder or bankruptcy had not occurred. bankruptcy of a member.
Transferee to 171 Any person who by operation of law, transfer or other means whatsoever shall become bepriorboundnotices.by 169. entitled to any share shall be bound by every notice, document and information in respect of such share which previously to his name and address being entered on the register shall be duly given to the person from whom he derives his title to such share.

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170 Any notice or document delivered or sent to any member in such manner as provided in ~~2~~ . Article 166 ~~8~~ , shall notwithstanding that such member be then deceased and whether or not the Company has notice of his decease be deemed to have been duly served in respect of any registered shares whether held solely or jointly with other persons by such member until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these presents be deemed a sufficient service of such notice or document on his personal representatives and all persons (if any) jointly interested with him in any such shares.
171 The signature to any notice or document to be given by the Company may be written, ~~3~~ . printed or made electronically.

Notice valid though Member deceased.

How notice to be signed.

INFORMATION

172 No member (not being a Director) shall be entitled to require discovery of or any ~~4~~ . information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board it will be inexpedient in the interests of the members of the Company to communicate to the public.

Member not entitled to secret information.

DOCUMENTS

173 (a) Any Director or the Secretary or any person appointed by the Board for the purpose ~~5~~ . shall have power to authenticate any documents affecting the constitution of the Company and any resolutions 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 and accounts are elsewhere than at the registered office, the local manager or other officer of the Company having the custody thereof shall be deemed to be a 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 Company or of the Board or any committee of the Board which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.
(b) (i) The Company ~~shall be entitled to~~ may destroy ~~the following documents at the following times~~ :-

Authentication of documents.

Destruction of documents.

(aa) ~~registered~~ any instruments of transfer ~~:~~ of shares which has been registered at any time after the expiration of seven years from the date of registration ~~thereof~~ ;
~~(bb) allotment letters: at any time after the expiration of seven years from the date of issue thereof;~~

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NEW ARTICLES OF ASSOCIATION

APPENDIX III

~~(cc) copies of powers of attorney, grants of probate and letters of administration: at any time after the expiration of two years after the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed;~~
(bb any dividend mandates or any variation or cancellation thereof ~~and~~ or ~~dd)~~ notifications of change of address ~~:~~ at any time after the expiration of two years from the date ~~of recording thereof~~ on which such mandate, variation, cancellation or notification was recorded by the Company; ~~and~~
(cc any ~~cancelled~~ share certificates ~~:~~ which has been cancelled at any time ~~ee)~~ after the expiration of one year from the date of ~~the~~ such cancellation ~~thereof.~~ ; and
(dd) any other document, on the basis of which any entry in the register is made, at any time after the expiry of seven years from the date on which an entry in the register was first made in respect of it.
(ii) It shall conclusively be presumed in favour of the Company:-
(aa) that every entry in the register purporting to be made on the basis of any such documents so destroyed was duly and properly made; and
(bb) that every such document so destroyed was valid and effective and had been duly and properly registered, cancelled, or recorded in the books or records of the Company, as the case may be.
(iii) (aa) The provisions aforesaid shall apply only to the destruction of a document in good faith and without express notice of any claim (regardless of the parties thereto) to which the document might be relevant;
(bb) Nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article ~~s~~ ;
(cc) References herein to the destruction of any document include references to the disposal thereof in any manner.

WINDING UP

Distribution 174 If the Company shall be wound up, the surplus assets remaining after payment to all of assets in ~~6~~ . creditors shall be divided among the members in proportion to the capital paid up on the winding up. shares held by them respectively, and if such surplus assets shall be insufficient to repay the whole of the paid up capital, they shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up on the shares held by them respectively, but all subject to the rights of any shares which may be issued on special terms or conditions.

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NEW ARTICLES OF ASSOCIATION

APPENDIX III

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

176

~~7~~ . In the event of a winding-up of the Company in Hong Kong, every member of the Company who is not for the time being in Hong Kong shall be bound, within fourteen days after the passing of an effective resolution to wind up the Company voluntarily, or the making of an order for the winding-up of the Company, to serve notice in writing on the Company appointing some person resident in Hong Kong and stating that person’s full name, address and occupation upon whom all summonses, notices, process, orders and judgments in relation to or under the winding-up of the Company may be served, and in default of such nomination the liquidator of the Company shall be at liberty on behalf of such member to appoint some such person, and service upon any such appointee, whether appointed by the member or the liquidator, shall be deemed to be good personal service on such member for all purposes, and, where the liquidator makes any such appointment, he shall with all convenient speed give notice thereof to such member by advertisement in an English language newspaper in English and a Chinese language newspaper in Chinese as he shall deem appropriate or by a registered letter sent through the post and addressed to such member at his address as mentioned in the register, and such notice shall be deemed to be served on the day following that on which the advertisement appears or the letter is posted.

Division of assets in liquidation.

Service of process.

INDEMNITY

177

Indemnity.

~~8~~ . (a) Every Director, ~~manager,~~ Secretary or other officer ~~and every Auditor~~ of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities ( ~~including any such liability as is mentioned in Section 165(2) of~~ to the fullest extent permitted by the Companies Ordinance) which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, and no Director, manager, Secretary or other officer ~~or Auditor~~ shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto ~~. But~~ provided that this Article shall only have effect in so far as its provisions are not avoided by the ~~said Section~~ Companies Ordinance.

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NEW ARTICLES OF ASSOCIATION

APPENDIX III

(b) Subject to ~~Section 165 of~~ the provisions of and so far as may be permitted by the Companies Ordinance, if any Director or other person shall become personally liable for the payment of any sum primarily due from the Company, the Board may execute or cause to be executed any mortgage, charge, or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Director or person so becoming liable as aforesaid from any loss in respect of such liability.

Liability insurance.

178

~~9~~ . Subject to the provisions of and so far as may be permitted by the Companies Ordinance, ~~T~~ the Company ~~shall have power to~~ may purchase and maintain for any Director ~~,~~ or other officer or Auditors of the Company:-
(a) insurance against any liability to the Company, a related company or any other party in respect of any negligence, default, breach of duty or breach of trust (save for fraud) of which he may be guilty in relation to the Company or a related company; and
(b) insurance against any liability incurred by him in defending any proceedings, whether civil or criminal, taken against him for any negligence, default, breach of duty or breach of trust (including fraud) of which he may be guilty in relation to the Company or a related company.

For the purpose of this Article 178 ~~9~~ , “related company” means any company which is the Company’s subsidiary or holding company or a subsidiary of the Company’s holding company.

– 112 –

NEW ARTICLES OF ASSOCIATION

APPENDIX III

The following sets out the details of the initial subscribers of the Company, the initial number of shares taken by each of them and the initial share capital of the Company on 1 November 1992.

==> picture [596 x 417] intentionally omitted <==

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

Initial Number of
Shares taken by
Names, Addresses and Descriptions of Initial Subscribers
each Initial
Subscriber
For and on behalf of
PROJECT MANAGEMENT LIMITED
(Sd.) NG CHUN WAH
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROJECT MANAGEMENT LIMITED
One
Room 605 Wing On Life Building,
22 Des Voeux Road Central,
Hong Kong.
Corporation
For and on behalf of
PIONEER SECRETARIES LIMITED
(Sd.) NG CHUN WAH
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PIONEER SECRETARIES LIMITED
One
Room 605 Wing On Life Building,
22 Des Voeux Road Central,
Hong Kong.
Corporation
Total Number of Shares Taken . . . . . . . . . . . . . . . . Two
----- End of picture text -----

~~Dated the 1st day of November, 1992.~~

~~WITNESS to the above signatures:~~

Initial Paid-up Share Capital of the Company

HK$2

~~(Sd.) NG MEI WAN Secretary Room 605 Wing On Life Building, 22 Des Voeux Road Central, Hong Kong~~

– 113 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [72 x 33] intentionally omitted <==

==> picture [146 x 36] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00604)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shenzhen Investment Limited (the “Company”) will be held at Academy Room, 1st Floor, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Thursday, 18 June 2015 at 10:30 a.m. for the following purposes:–

To receive and consider the audited financial statements, the report of the Directors and the independent auditor’s report for the year ended 31 December 2014.
(Resolution 1)
To declare a final dividend for the year ended 31 December 2014 in cash with scrip option. (Resolution 2)
To consider and approve, if thought fit, the following resolutions, each as a separate resolution:

(a)	to	re-elect Mr. LIU Chong as Director.	(Resolution 3)
(b)	to	re-elect Dr. WU Jiesi as Director.	(Resolution 4)
(c)	to	re-elect Mr. LI Wai Keung as Director.	(Resolution 5)
(d)	to	authorize the board of Directors to fix the remuneration of the Directors.
			(Resolution 6)

To re-appoint auditors and to authorise the board of Directors to fix their remuneration. (Resolution 7)

To consider and, if thought fit, to pass with or without modifications the following resolutions as Ordinary Resolutions:–

ORDINARY RESOLUTIONS

To grant a general mandate to the Directors to buy back shares of the Company. (Resolution 8) “ THAT :
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Limited (“Stock Exchange”), or on any other stock exchange on which the securities of the Company may be listed and is recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the total number of shares of the Company to be bought back by the Company pursuant to the approval of paragraph (a) of this resolution shall not exceed 10% of the total number of shares of the Company in issue as at the date of the passing of this resolution (subject to adjustment in the case of any conversion of all or any of the shares of the Company into larger or smaller number of shares after the passing of this resolution) and the said approval shall be limited accordingly; and
(c) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and
(iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”
To grant a general mandate to the Directors to allot and issue new shares of the Company.

(Resolution 9)

“ THAT :

(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with additional shares of the Company and to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible or exchangeable into shares of the Company) which would or might require shares to be allotted be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

(b) the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period (as hereinafter defined) to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible or exchangeable into shares of the Company) which would or might require shares to be allotted after the expiry of the Relevant Period (as hereinafter defined);
(c) the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Pro-Rata Issue (as hereinafter defined); or (ii) the exercise of rights of subscription, conversion or exchange under the terms of any existing warrants, bonds, debentures, notes or other securities issued by the Company which carry rights to subscribe for or are convertible or exchangeable into shares of the Company; or (iii) the exercise of options granted under any option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares in the Company; or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the total number of shares of the Company in issue as at the date of the passing of this resolution (subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution) and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and
(iii) the passing of a resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

“ Pro-Rata Issue ” means an offer of shares or issue of options, warrants or other securities (including bonus issues or offers) giving the rights to subscribe for shares of the Company open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their holdings of such shares (or, where appropriate such other securities) (subject in all cases to such

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NOTICE OF ANNUAL GENERAL MEETING

exclusions or other arrangements as Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company).”

To extend the general mandate granted to the Directors to allot and issue new shares of the Company.

(Resolution 10)

“ THAT :

subject to the passing of resolution nos. 8 and 9 set out in the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional shares in the Company pursuant to resolution No. 9 set out in the notice convening this meeting be and is hereby extended by the addition thereto of a total number of shares of the Company being bought back by the Company under the authority granted pursuant to resolution No. 8 set out in the notice convening this meeting, provided that such extended number of shares shall not exceed 10% of the total number of shares of the Company in issue as at the date of the passing of this resolution (subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution).”

To consider and, if thought fit, to pass with or without modifications the following resolution as a Special Resolution:–

SPECIAL RESOLUTION

To adopt the new articles of association of the Company.

(Resolution 11)

“ THAT :

the new articles of association of the Company (the “ New Articles of Association ”), a copy of which has been produced to this meeting marked “A” and for identification purpose signed by the Chairman of the meeting, be and are hereby approved and adopted in substitution for and to the exclusion of the existing articles of association of the Company with immediate effect after the close of this meeting and that the Directors be and are hereby authorized to do all things necessary to implement the adoption of the New Articles of Association.”

By order of the Board Shenzhen Investment Limited LU Hua Chairman

Hong Kong, 28 April 2015

– 117 –

NOTICE OF ANNUAL GENERAL MEETING

Registered Office: 8th Floor

New East Ocean Centre

9 Science Museum Road

Tsimshatsui

Kowloon

Hong Kong

Notes:

A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend, speak and vote in his stead. A proxy need not be a member of the Company.
Where there are joint registered holders of any share(s), any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share(s) as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s) shall alone be entitled to vote in respect thereof.
To be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be delivered to the office of the Company’s share registrar, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the meeting (or any adjournment thereof, as the case may be).
Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
To ascertain the shareholders’ entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, 16 June 2015 to Thursday, 18 June 2015, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the meeting, all duly completed transfer forms accompanying the relevant share certificates must be lodged with the office of the Company’s share registrar, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 15 June 2015.
Subject to approval of the shareholders at the meeting, the proposed final dividend will be payable to shareholders whose names appear on the register of members of the Company on Friday, 26 June 2015. To ascertain the shareholders’ entitlement to the proposed final dividend, the register of members of the Company will be closed from Thursday, 25 June 2015 to Friday, 26 June 2015, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all duly completed transfer forms accompanying the relevant share certificates must be lodged with the Company’s share registrar, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 24 June 2015.
At the Annual General Meeting, the Chairman of the meeting will put each of the above resolutions to be voted by way of a poll under Article 73 of the Articles of Association of the Company.

– 118 –

AI assistant

Macau E&M Holding Limited — Proxy Solicitation & Information Statement 2015

49906_rns_2015-04-27_c0f3d2f9-e104-4c28-a9ef-9ab7032fb271.pdf

PROPOSED RE-ELECTION OF RETIRING DIRECTORS PROPOSED GENERAL MANDATE TO BUY BACK SHARES PROPOSED GENERAL MANDATE TO ISSUE SHARES PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

(Stock Code: 00604)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS PROPOSED GENERAL MANDATE TO BUY BACK SHARES PROPOSED GENERAL MANDATE TO ISSUE SHARES PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

PROPOSED GENERAL MANDATE TO BUY BACK SHARES

PROPOSED GENERAL MANDATE TO ISSUE SHARES

LETTER FROM THE BOARD

PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION

ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

RECOMMENDATION

APPENDIX I

1. SHARES IN ISSUE

2. REASONS FOR BUY-BACKS

3. FUNDING OF BUY-BACKS

4. GENERAL

5. SHARE PRICES

6. SHARE BUY-BACK MADE BY THE COMPANY

~~SHENZHEN INVESTMENT LIMITED 深圳控股有限公司~~

~~SPECIAL RESOLUTION~~

~~(b) Article 92~~

~~SHENZHEN INVESTMENT LIMITED 深圳控股有限公司~~

~~SPECIAL RESOLUTION~~

~~(b) Article 15~~

~~(c) Article 19~~

~~(e) Article 42~~

~~(g) Article 82~~

~~(h) Article 93~~

~~(k) Article 107~~

APPENDIX III

~~(o) Article 172~~

~~(p) Article 173~~

~~(q) Article 178~~

~~ORDINARY RESOLUTION~~

~~SHENZHEN INVESTMENT LIMITED 深圳控股有限公司~~

~~ORDINARY RESOLUTION~~

COMPANIES ORDINANCE

CERTIFICATE OF INCORPORATION ON CHANGE OF NAME

SHUM YIP INVESTMENT LIMITED 深業控股有限公司

SHENZHEN INVESTMENT LIMITED 深圳控股有限公司

~~深業控股有限公司 SHUM YIP INVESTMENT LIMITED~~ ~~(Incorporated in Hong Kong with limited liability)~~

~~SPECIAL RESOLUTION~~

~~THE COMPANIES ORDINANCE (CHAPTER 32)~~

~~ORDINARY RESOLUTIONS~~

~~AND~~

~~SPECIAL RESOLUTIONS~~

~~OF~~

~~SHUM YIP INVESTMENT LIMITED~~

~~ORDINARY RESOLUTION~~

~~SPECIAL RESOLUTIONS~~

~~ORDINARY RESOLUTION~~

APPENDIX III

APPENDIX III

APPENDIX III

~~THE COMPANIES ORDINANCE (CHAPTER 32)~~

~~ORDINARY RESOLUTIONS~~

~~OF~~

~~SHUM YIP INVESTMENT LIMITED~~

~~ORDINARY RESOLUTIONS~~

No. 394386 編號

COMPANIES ORDINANCE

CERTIFICATE OF INCORPORATION

ON CHANGE OF NAME

SHUM YIP LAND & INVESTMENT LIMITED 深業控股有限公司

SHUM YIP INVESTMENT LIMITED 深業控股有限公司

Issued by the undersigned on 1 October 1996.

(Sd.) MISS H. CHANG

~~THE COMPANIES ORDINANCE (CHAPTER 32)~~

~~SPECIAL RESOLUTION~~

~~OF~~

~~SHUM YIP LAND & INVESTMENT LIMITED 深業控股有限公司~~

~~SPECIAL RESOLUTION~~

Macau E&M Holding Limited Proxy Solicitation & Information Statement 2015

SHENZHEN INVESTMENT LIMITED 深圳控股有限公司

SPECIAL RESOLUTION

(b) Article 92

SHENZHEN INVESTMENT LIMITED 深圳控股有限公司

SPECIAL RESOLUTION

(b) Article 15

(c) Article 19

(e) Article 42

(g) Article 82

(h) Article 93

(k) Article 107

(o) Article 172

(p) Article 173

(q) Article 178

ORDINARY RESOLUTION

SHENZHEN INVESTMENT LIMITED 深圳控股有限公司

ORDINARY RESOLUTION

深業控股有限公司 SHUM YIP INVESTMENT LIMITED (Incorporated in Hong Kong with limited liability)

SPECIAL RESOLUTION

THE COMPANIES ORDINANCE (CHAPTER 32)

ORDINARY RESOLUTIONS

AND

SPECIAL RESOLUTIONS

OF

SHUM YIP INVESTMENT LIMITED

ORDINARY RESOLUTION

SPECIAL RESOLUTIONS

ORDINARY RESOLUTION

THE COMPANIES ORDINANCE (CHAPTER 32)

ORDINARY RESOLUTIONS

OF

SHUM YIP INVESTMENT LIMITED

ORDINARY RESOLUTIONS

THE COMPANIES ORDINANCE (CHAPTER 32)

SPECIAL RESOLUTION

OF

SHUM YIP LAND & INVESTMENT LIMITED 深業控股有限公司

SPECIAL RESOLUTION

THE COMPANIES ORDINANCE (CHAPTER 32)

COMPANY LIMITED BY SHARES

SPECIAL RESOLUTION

OF

MEMORANDUM OF ASSOCIATION

SHENZHEN INVESTMENT LIMITED 深圳控股有限公司

Fourth:-The liability of the Members is limited.

NEW A RTICLES OF ASSOCIATION

STOCK