THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in MECOM Power and Construction Limited (the “ Company ”), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer 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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MECOM POWER AND CONSTRUCTION LIMITED 澳能建設控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1183) (Warrant Code: 424)

PROPOSED GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES;

PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION; RE-ELECTION OF DIRECTORS; AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the “ Annual General Meeting ”) to be held at Level 6, Infinitus Plaza, 199 Des Voeux Road Central, Sheung Wan, Hong Kong on Thursday, 30 May 2024 at 3:00 p.m. is set out on pages 53 to 58 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited ( www.hkexnews.hk ) and the Company ( www.mecommacau.com ).

If you intend to appoint proxy(ies) to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but 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 form of proxy will not preclude shareholders from attending and voting at the Annual General Meeting or any adjournment thereof if you so wish.

26 April 2024

CONTENTS

		Page
Definitions . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to issue and to buy back Shares . . . . . . . . . . . . . . . . . . . . . .		4
Proposed adoption	of the New Articles of Association . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
Recommendation	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I –	Explanatory Statement on the Shares Buy-back
	Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II –	Details of the Proposed Amendments . . . . . . . . . . . . . . . .	12
Appendix III –	Details of the Directors proposed to be re-elected
	at the Annual General Meeting. . . . . . . . . . . . . . . . . . . .	51
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		53

– i –

DEFINITIONS

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

“Annual General Meeting”
the annual general meeting of the Company to be held at Level 6, Infinitus Plaza, 199 Des Voeux Road Central, Sheung Wan, Hong Kong on Thursday, 30 May 2024 at 3:00 p.m. or any adjournment thereof, the notice of which is set out on pages 53 to 58 of this circular
“Articles of Association”
the articles of association of the Company, as amended and restated, supplemented or modified from time to time
“Board”
the board of Directors
“Cayman Companies Act”
the Companies Act, Cap. 22 of the Cayman Islands, as amended, supplemented or otherwise modified from time to time
“close associate(s)”
has the meaning ascribed thereto under the Listing Rules
“Company”
MECOM Power and Construction Limited (澳能建設控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability on 8 May 2017, the issued Shares of which are listed on the Main Board of the Stock Exchange
“Controlling Shareholder(s)”
has the meaning ascribed thereto under the Listing Rules
“core connected person(s)”
has the meaning ascribed thereto under the Listing Rules
“Director(s)”
the director(s) of the Company
“General Mandate”
a general and unconditional mandate to be granted to the Directors to allot, issue and deal with Shares and to resell treasury shares of the Company (if permitted under the Listing Rules) with a total number not exceeding 20% of the total number of Shares in issue (excluding treasury shares) as at the date of passing of the relevant resolution granting such mandate
“Group”
the Company and its subsidiaries
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”

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

– 1 –

DEFINITIONS

“Latest Practicable Date” 18 April 2024, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Macau” the Macau Special Administrative Region of the People’s Republic of China
“New Articles of Association” the third amended and restated articles of association of the Company proposed to be adopted at the Annual General Meeting
“Nomination Committee” the nomination committee of the Company
“Proposed Amendments” the proposed amendments to the existing second amended and restated articles of association of the Company as set out in Appendix II to this circular
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
“Share(s)” ordinary share(s) of HK$0.01 each of the Company
“Shareholder(s)” the holder(s) of the Share(s)
“Shares Buy-back Mandate” a general and unconditional mandate to be granted to the Directors to exercise the power of the Company to buy back Shares not exceeding 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing the relevant resolution granting such mandate
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Takeovers Code”
the Codes on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission in Hong Kong, as amended, supplemented or otherwise modified from time to time

“%”

per cent

In this circular, English names marked with “*” are unofficial English translations of the Chinese names of, among others, entities, laws or regulations or government authorities, that do not have official English names. Such English translations are provided for identification purposes only. If there is any inconsistency between the Chinese name and the English translation, the Chinese name shall prevail.

– 2 –

LETTER FROM THE BOARD

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MECOM POWER AND CONSTRUCTION LIMITED 澳能建設控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1183)

(Warrant Code: 424)

Executive Directors:

Mr. Kuok Lam Sek (Chairman)

Mr. Sou Kun Tou (Chief Executive Officer and Deputy Chairman)

Independent Non-executive Directors:

Ms. Chan Po Yi Patsy Mr. Cheung Kiu Cho Vincent Mr. Lio Weng Tong

Registered office: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Headquarters and principal place of business in Macau:

Units Q, R and S 6/F Praça Kin Heng Long-Heng Hoi Kuok Kin Fu Kuok

No. 258 Alameda Dr. Carlos D’Assumpção Macau

Principal place of business in Hong Kong: Level 20

Infinitus Plaza 199 Des Voeux Road Central Sheung Wan, Hong Kong

26 April 2024

To the Shareholders

Dear Sir or Madam,

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

INTRODUCTION

The purpose of this circular is to give you the notice of the Annual General Meeting and the information in respect of the resolutions to be proposed at the Annual General Meeting including (i) the grant of the General Mandate and the Shares Buy-back Mandate to the Directors; (ii) the extension of the General Mandate to include Shares bought back pursuant to the Shares Buy-back Mandate; (iii) the adoption of the New Articles of Association; and (iv) the re-election of Directors.

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES

Ordinary resolutions were passed by the Shareholders at the annual general meeting of the Company on 30 May 2023 granting general mandates to the Directors (i) to allot, issue and deal with Shares with a total number not exceeding 20% of the total number of Shares in issue as at that date; (ii) to buy back Shares up to a maximum of 10% of the total number of Shares in issue as at that date; and (iii) to extend the general mandate of (i) above to include Shares bought back pursuant to the general mandate of (ii) above. Such general mandates will continue in force until the conclusion of the forthcoming Annual General Meeting, or the revocation or variation thereof by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.

At the Annual General Meeting, separate ordinary resolutions will be proposed:

(a) to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with Shares and to resell treasury shares of the Company (if permitted under the Listing Rules) with a total number not exceeding 20% of the total number of Shares in issue (excluding treasury shares) as at the date of passing the resolution. The General Mandate will end on the earliest of (i) the date of the next annual general meeting of the Company, (ii) the date by which the next annual general meeting of the Company is required to be held by law or the Articles of Association or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company. Based on 3,985,997,216 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued or bought back or cancelled prior to the date of the Annual General Meeting, the Directors will be authorised to allot, issue and deal with new Shares and/or resell treasury shares of the Company (if permitted under the Listing Rules) involving a maximum of 797,199,443 Shares under the General Mandate, being 20% of the total number of Shares in issue (excluding treasury shares) as at the date of passing the resolution in relation thereto;
(b) to grant the Shares Buy-back Mandate to the Directors to exercise all powers of the Company to buy back issued Shares subject to the criteria set out in this circular. Under such Shares Buy-back Mandate, the maximum number of Shares that the Company may buy back shall not exceed 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing the resolution. As at the Latest Practicable Date, the number of Shares in issue was 3,985,997,216 Shares. Subject to the passing of the proposed ordinary resolution approving the grant of the Shares Buy-back Mandate and assuming that no further Shares will be issued or bought back or cancelled prior to the Annual General Meeting, the Company will be allowed under the Shares Buy-back Mandate to buy back a maximum of 398,599,721 Shares, being 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing the resolution in relation thereto. The Shares Buy-back Mandate will end on the earliest of (i) the date of the next annual general meeting of the Company, (ii) the date by which the next annual general meeting of the Company is required to be held by law or the Articles of Association or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company; and

– 4 –

LETTER FROM THE BOARD

(c) subject to the passing of the aforesaid ordinary resolutions approving the grant of the General Mandate and the Shares Buy-back Mandate, to extend the number of Shares that may be allotted, issued or dealt with and/or treasury shares of the Company that may be resold under the General Mandate by an additional number representing such number of Shares bought back under the Shares Buy-back Mandate.

In accordance with the Listing Rules, an explanatory statement is set out in Appendix I to this circular to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution approving the grant of the Shares Buy-back Mandate at the Annual General Meeting.

PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 28 March 2024 in relation to the proposed adoption of the New Articles of Association. The full text of the New Articles of Association will be published on the Company’s website at www.mecommacau.com and the Stock Exchange’s website at www.hkexnews.hk after the Proposed Amendments by way of adoption of the New Articles of Association in substitution for, and to the exclusion of, the existing Articles of Association become effective. The details of the Proposed Amendments are set out in Appendix II to this circular.

The Proposed Amendments and the New Articles of Association are prepared in the English language and their Chinese translation is for reference only. In the event of any inconsistencies between the English language version and the Chinese language version of the Proposed Amendments and the New Articles of Association, the English language version shall prevail.

RE-ELECTION OF DIRECTORS

In accordance with Article 84 of the Articles of Association, Mr. Kuok Lam Sek and Ms. Chan Po Yi Patsy shall retire by rotation and, being eligible, have offered themselves for re-election at the Annual General Meeting.

At the Annual General Meeting, separate ordinary resolutions will be proposed to re-elect Mr. Kuok Lam Sek as an executive Director and Ms. Chan Po Yi Patsy as an independent non-executive Director.

Recommendations of the Nomination Committee

The Nomination Committee, having reviewed the Board’s composition and the respective contribution and service by Mr. Kuok Lam Sek and Ms. Chan Po Yi Patsy to the Company, recommends the re-election of Mr. Kuok Lam Sek as an executive Director and Ms. Chan Po Yi Patsy as an independent non-executive Director by the Shareholders at the Annual General Meeting. The Nomination Committee, after having considered a range of diversity perspectives including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service as set out in the board diversity policy of the Company, considers that Mr. Kuok Lam Sek and Ms. Chan Po Yi Patsy can contribute to the diversity of the Board.

– 5 –

LETTER FROM THE BOARD

Regarding the proposal for re-election of Ms. Chan Po Yi Patsy as an independent non-executive Director, the Nomination Committee evaluated the performance of Ms. Chan Po Yi Patsy and is of the view that she has provided valuable contributions to the Company and has demonstrated her abilities to provide independent, balanced and objective views to the Company’s affairs. The Nomination Committee is of the view that Ms. Chan Po Yi Patsy would bring to the Board her own perspective, skills and experience, as set out in Appendix III to this circular.

In addition, the Nomination Committee has received and reviewed the written confirmation of independence of each of the independent non-executive Directors (including Ms. Chan Po Yi Patsy who has offered herself for re-election at the Annual General Meeting) and assessed their independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and is satisfied that all of them remain independent in accordance with Rule 3.13 of the Listing Rules.

The Board, having considered the recommendations of the Nomination Committee, is of the view that each of the retiring Directors has the required character, integrity and experience to continue fulfilling the role of Directors. Therefore, re-election of the retiring Directors is recommended for approval by the Shareholders at the Annual General Meeting.

The biographical details of each of Mr. Kuok Lam Sek and Ms. Chan Po Yi Patsy are set out in Appendix III to this circular in accordance with the relevant requirements of the Listing Rules.

ANNUAL GENERAL MEETING

Set out on pages 53 to 58 of this circular is the notice of Annual General Meeting at which, inter alia , (a) ordinary resolutions will be proposed to Shareholders to consider and approve (i) the grant of the General Mandate and the Shares Buy-back Mandate to the Directors; (ii) the extension of the General Mandate to include Shares bought back pursuant to the Shares Buy-back Mandate; and (iii) the re-election of Directors; and (b) a special resolution will be proposed to Shareholders to consider and approve the Proposed Amendments by way of adoption of the New Articles of Association.

A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the websites of the Stock Exchange ( www.hkexnews.hk ) and the Company ( www.mecommacau.com ). If you intend to appoint proxy(ies) to attend the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof if you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions will be put to vote by way of poll at the Annual General Meeting except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

– 6 –

LETTER FROM THE BOARD

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, none of the Shareholders has a material interest in any of the resolutions to be proposed at the Annual General Meeting and is required to abstain from voting on the resolutions at the Annual General Meeting.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Friday, 24 May 2024 to Thursday, 30 May 2024, both days inclusive, during which period no share transfers can be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of Shares should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 23 May 2024.

RESPONSIBILITY STATEMENT

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

RECOMMENDATION

The Directors consider that (i) the granting of the General Mandate and the Shares Buy-back Mandate to the Directors to issue and to buy back Shares; (ii) the extension of the General Mandate to include Shares bought back pursuant to the Shares Buy-back Mandate; (iii) the adoption of the New Articles of Association; and (iv) the re-election of Directors are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully By order of the Board MECOM Power and Construction Limited Kuok Lam Sek

Chairman and executive Director

– 7 –

EXPLANATORY STATEMENT ON THE SHARES BUY-BACK MANDATE

APPENDIX I

This appendix sets out an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Shares Buy-back Mandate and contains all the information required pursuant to Rule 10.06(1)(b) of the Listing Rules and other relevant provisions of the Listing Rules. The Company confirms that neither the explanatory statement as set out in this appendix nor the proposed share buy-backs pursuant to the Shares Buy-back Mandate has any unusual features.

1. SHARES IN ISSUE

As at the Latest Practicable Date, the total number of Shares in issue was 3,985,997,216. Subject to the passing of the resolution granting the Shares Buy-back Mandate and on the basis that no further Shares are issued, bought back or cancelled during the period from the Latest Practicable Date to the date of the Annual General Meeting, the Company will be allowed under the Shares Buy-back Mandate to buy back a maximum of 398,599,721 Shares, being 10% of the total number of Shares in issue (excluding treasury shares) as at the date of the passing of the relevant resolution at the Annual General Meeting. The Shares Buy-back Mandate will end on the earliest of (i) the date of the next annual general meeting of the Company, (ii) the date by which the next annual general meeting of the Company is required to be held by law or the Articles of Association or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

2. REASONS FOR SHARE BUY-BACK

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to buy back Shares on the Stock Exchange. When exercising the Shares Buy-back Mandate, the Directors may, subject to market conditions and the Company’s capital management needs at the relevant time of the buy-backs, resolve to cancel the Shares bought back following settlement of any such buy-back or hold them as treasury shares. Shares bought back for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share of the Company. On the other hand, Shares bought back and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Company’s memorandum of association and Articles of Association, and the laws of the Cayman Islands. Share buy-backs will only be made if the Directors believe that such a buy-back will benefit the Company and the Shareholders as a whole.

As compared with the financial position of the Company as at 31 December 2023 (as disclosed in its latest audited consolidated financial statements for the year ended 31 December 2023), the Directors consider that there may be a material adverse impact on the working capital and the gearing position of the Company in the event that the proposed Shares Buy-back Mandate were to be exercised in full during the proposed buy-back period. The Directors do not propose to exercise the Shares Buy-back Mandate to such an extent that would, in the circumstances, have a material adverse impact on the working capital and/or the gearing ratio of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

– 8 –

EXPLANATORY STATEMENT ON THE SHARES BUY-BACK MANDATE

APPENDIX I

3. FUNDING OF BUY-BACK

The Company is empowered by its memorandum of association and the Articles of Association to buy back its Shares. In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Articles of Association and the laws of the Cayman Islands. The laws of the Cayman Islands provide that payment for a share buy-back may only be made out of profits, share premium account or the proceeds of a new issue of Shares made for such purpose or, subject to the Cayman Companies Act, out of capital of the Company. The amount of premium payable on buy-back of Shares may only be paid out of either or both of the profits or from sums standing to the credit of the share premium account of the Company or, subject to the Cayman Companies Act, out of capital of the Company.

In addition, under the laws of the Cayman Islands, payment out of capital by a company for the purchase by a company of its own shares is unlawful unless immediately following the date on which the payment is proposed to be made, the company shall be able to pay its debts as they fall due in the ordinary course of business. In accordance with the laws of the Cayman Islands, the shares so bought back may (i) be treated by the Company as cancelled or (ii) be held by the Company as treasury shares, and in each case the aggregate amount of authorised share capital would not be reduced.

4. DIRECTORS, CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates has any present intention to sell any Shares to the Company in the event that the Shares Buy-back Mandate is granted by the Shareholders.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Shares Buy-back Mandate is granted by the Shareholders.

5. UNDERTAKING OF THE DIRECTORS

The Directors will, so far as the same may be applicable, exercise the powers of the Company to make buy-backs pursuant to the Shares Buy-back Mandate and in accordance with the Listing Rules, the Articles of Association and the laws of the Cayman Islands.

– 9 –

EXPLANATORY STATEMENT ON THE SHARES BUY-BACK MANDATE

APPENDIX I

6. EFFECT OF TAKEOVERS CODE

A buy-back of Shares by the Company may result in an increase in the proportionate interests of a substantial Shareholder in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best of the knowledge and belief of the Company and as recorded in the register required to be kept by the Company under section 336 of the SFO, as at the Latest Practicable Date, Mr. Kuok Lam Sek and Mr. Sou Kun Tou (both being the executive Directors), along with Mr. Lam Kuok Wa and Mr. Lao Ka Wa, as parties acting in concert, through MECOM Holding Limited, were jointly beneficially interested in 2,040,800,000 Shares, representing approximately 51.20% of the total number of Shares in issue as at the Latest Practicable Date. In the event that the Directors exercise in full the power to buy back the Shares pursuant to the Shares Buy-back Mandate which is proposed to be granted, assuming the shareholding of the aforesaid Shareholders and the total number of Shares in issue would remain the same up to the date of exercise of the Shares Buy-back Mandate, and assuming the Company does not have any treasury shares, the shareholding of the aforesaid Shareholders would be increased to approximately 56.89% of the then total number of Shares in issue and such increase would not give rise to an obligation by any of them to make a mandatory offer under the Takeovers Code. Assuming that there is no issue of Shares between the Latest Practicable Date and the date of a buy-back of Shares and no disposal by any of the core connected persons of the Company of their interests in their Shares, an exercise of the Shares Buy-back Mandate whether in whole or in part may result in less than 25% of the total number of Shares in issue (excluding treasury shares) being held by the public. The Directors do not intend to exercise the Shares Buy-back Mandate to such an extent that would give rise to an obligation to make a mandatory offer under the Takeovers Code or result in the amount of Shares held by the public being reduced to less than 25% of the total number of Shares in issue (excluding treasury shares).

7. SHARE BUY-BACKS MADE BY THE COMPANY

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

– 10 –

EXPLANATORY STATEMENT ON THE SHARES BUY-BACK MANDATE

APPENDIX I

8. SHARE PRICES

The following table shows the highest and lowest traded prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months before the Latest Practicable Date:

Month	Highest	Lowest
	HK$	HK$
2023
April	1.13	0.90
May	1.08	0.92
June	1.14	0.98
July	1.05	0.87
August	1.02	0.82
September	0.94	0.36
October	0.46	0.40
November	0.45	0.33
December	0.40	0.29
2024
January	0.35	0.29
February	0.30	0.15
March	0.19	0.17
April (up to the Latest Practicable Date)	0.18	0.15

– 11 –

DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

The details of the Proposed Amendments are as follows (deletions are shown by way of strikethrough and bold and additions are highlighted with underline and bold):

	Original Articles		New Articles
Article		Article
No.	Article	No.	Article
Article	The regulations in Table A in the	Article	The regulations in Table A in the
1	Schedule to the Companies Act	1	Schedule to the Companies Act
	(Revised) do not apply to the Company.		(~~Revised ~~as defined in Article 2) do not apply to the Company.
Article	�	Article	�
2(1)		2(1)
	“Act” The Companies Act, Cap. 22 (Act 3 of 1961, as consolidated		“Act” ~~The~~the Companies Act, Cap. 22 ~~(Act~~ ~~3~~ ~~of~~ ~~1961,~~ ~~as~~
	and revised) of the Cayman		~~consolidated and revised) ~~of the
	Islands.		Cayman Islands and any
			amendments thereto or re-
			enactments thereof for the time
			being in force and includes every
			other law incorporated
			therewith or substituted
			therefor.
	�		�
	“business day” shall mean a day		~~“business day” shall mean a day~~
	on which the Designated Stock		~~on which the Designated Stock~~
	Exchange generally is open for the		~~Exchange generally is open for~~
	business of dealing in securities in		~~the~~ ~~business~~ ~~of~~ ~~dealing~~ ~~in~~
	Hong Kong. For the avoidance of		~~securities in Hong Kong. For the~~
	doubt, where the Designated Stock		~~avoidance of doubt, where the~~
	Exchange is closed for the		~~Designated Stock Exchange is~~
	business of dealing in securities in		~~closed for the business of dealing~~
	Hong Kong on a business day for		~~in securities in Hong Kong on a~~
	the reason of a Number 8 or higher		~~business day for the reason of a~~
	Typhoon Signal, Black Rainstorm		~~Number 8 or higher Typhoon~~
	Warning or other similar event,		~~Signal,~~ ~~Black~~ ~~Rainstorm~~
	such day shall for the purposes of		~~Warning or other similar event,~~
	these Articles be counted as a		~~such day shall for the purposes~~
	business day.		~~of these Articles be counted as a~~
			~~business day.~~

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

	Original Articles		New Articles
Article		Article
No.	Article	No.	Article
	�		�
	“close associate” in relation to any		“close associate” in relation to any
	Director, shall have the same		Director, shall have the same
	meaning as defined in the rules of		meaning as defined in the ~~rules of~~
	the Designated Stock Exchange		~~the Designated Stock Exchange~~
	(the “Listing Rules”) as modified		~~(the “~~Listing Rules~~”) ~~as modified
	from time to time, except that for		from time to time, except that for
	purposes of Article 100 where the		purposes of Article 100 where the
	transaction or arrangement to be		transaction or arrangement to be
	approved by the Board is a		approved by the Board is a
	connected transaction referred to		connected transaction referred to
	in the Listing Rules, it shall have		in the Listing Rules, it shall have
	the same meaning as that ascribed		the same meaning as that ascribed
	to “associate” in the Listing Rules.		to “associate” in the Listing Rules.
	�		�
	“dollars” and “$” dollars, the legal		~~“dollars” and “$” dollars, the~~
	currency of Hong Kong.		~~legal currency of Hong Kong.~~
	�		�
	“electronic communication” a		“electronic communication” a
	communication sent, transmitted,		communication sent, transmitted,
	conveyed and received by wire, by		conveyed and received by wire, by
	radio, by optical means or by other		radio, by optical means or by other
	electron magnetic means in any form through any medium.		~~electron magnetic ~~similar means in any form through any medium.
	�		�

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

	Original Articles		New Articles
Article		Article
No.	Article	No.	Article
	–		“Listing Rules” the rules and
			regulations of the Designated
			Stock Exchange.
	�		�
	“ordinary resolution” a resolution		“ordinary resolution” a resolution
	shall be an ordinary resolution		shall be an ordinary resolution
	when it has been passed by a		when it has been passed by a
	simple majority of votes cast by		simple majority of votes cast by
	such Members as, being entitled so		such Members as, being entitled so
	to do, vote in person or, in the case		to do, vote in person or, in the case
	of any Member being a		of any Member being a
	corporation, by its duly authorised		corporation, by its duly authorised
	representative or, where proxies		representative or, where proxies
	are allowed, by proxy at a general		are allowed, by proxy at a general
	meeting of which Notice has been		meeting of which Notice has been
	duly given in accordance with		duly given in accordance with
	Article 59		Article 59.
	�		�
	“Subsidiary and Holding		~~“Subsidiary~~ ~~and~~ ~~Holding~~
	Company” has the meanings		~~Company”~~ ~~has~~ ~~the~~ ~~meanings~~
	attributed to them in the rules of		~~attributed to them in the rules of~~
	the Designated Stock Exchange.		~~the Designated Stock Exchange.~~
	“substantial shareholder” a person		“substantial shareholder” a person
	who is entitled to exercise, or to		who is entitled to exercise, or to
	control the exercise of, 10% or		control the exercise of, 10% or
	more (or such other percentage as		more (or such other percentage as
	may be prescribed by the rules of		may be prescribed by the Listing
	the Designated Stock Exchange) of the voting power at any general meeting of the Company.		~~rR~~ules ~~of the Designated Stock~~ ~~Exchange ~~from time to time) of the voting power at any general
			meeting of the Company.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

	Original Articles			New Articles
Article			Article
No.	Article		No.	Article
Article	�		Article	�
2(2)			2(2)
	(i) Section 8 and Section 19 of	the		(i) Section 8 and Section 19 of the
	Electronic Transactions Act (2003)			Electronic Transactions Act~~(2003)~~
	of the Cayman Islands,	as		of the Cayman Islands, as
	amended from time to time, shall			amended from time to time, shall
	not apply to these Articles to	the		not apply to these Articles to the
	extent it imposes obligations or			extent it imposes obligations or
	requirements in addition to those			requirements in addition to those
	set out in these Articles;			set out in these Articles;
	(j) a reference to a meeting:			(j) references to the right of a
	(a) shall mean a meeting convened			Member to speak at an
	and held in any manner permitted			electronic meeting or a hybrid
	by these Articles and any Member			meeting shall include the right to
	or Director attending	and		raise questions or make
	participating at a meeting	by		statements to the chairman of
	means of electronic facilities shall			the meeting, verbally or in
	be deemed to be present at that			written form, by means of
	meeting for all purposes of	the		electronic facilities. Such a right
	Statutes and these Articles,	and		shall be deemed to have been
	attend, participate, attending,			duly exercised if the questions or
	participating, attendance	and		statements may be heard or seen
	participation shall be construed			by all or only some of the
	accordingly;			persons present at the meeting
				(or only by the chairman of the
				meeting) in which event the
				chairman of the meeting shall
				relay the questions raised or the
				statements made verbatim to all
				persons present at the meeting,
				either orally or in writing using
				electronic facilities;

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article (k) references to a person’s ( ~~j~~ k ) a reference to a meeting: (a) participation in the business of a shall mean a meeting convened general meeting include without and held in any manner permitted limitation and as relevant the right by these Articles and any Member (including, in the case of a or Director attending and corporation, through a duly participating at a meeting by authorised representative) to speak means of electronic facilities shall or communicate, vote, be be deemed to be present at that represented by a proxy and have meeting for all purposes of the access in hard copy or electronic Statutes and these Articles, and form to all documents which are attend, participate, attending, required by the Statutes or these participating, attendance and Articles to be made available at participation shall be construed the meeting, and participate and accordingly , and (b) shall, where participating in the business of a the context is appropriate, general meeting shall be construed include a meeting that has been accordingly; postponed by the Board pursuant to Article 64E ; (l) references to electronic facilities include, without ( ~~k~~ l) references to a person’s limitation, website addresses, participation in the business of a webinars, webcast, video or any general meeting include without form of conference call systems limitation and as relevant the right (telephone, video, web or (including, in the case of a otherwise); and corporation, through a duly authorised representative) to speak (m) where a Member is a or communicate, vote, be corporation, any reference in these represented by a proxy and have Articles to a Member shall, where access in hard copy or electronic the context requires, refer to a form to all documents which are duly authorised representative of required by the Statutes or these such Member. Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly;

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

		Original Articles				New Articles
Article					Article
No.		Article			No.	Article
						(~~l~~m) references to electronic
						facilities include, without
						limitation, website addresses,
						webinars, webcast, video or any
						form of conference call systems
						(telephone, video, web or
						otherwise); and
						(~~m~~n) where a Member is a
						corporation, any reference in these
						Articles to a Member shall, where
						the context requires, refer to a
						duly authorised representative of
						such Member.
Article	3	(1) The share capital of		the	Article 3	(1) The share capital of the
		Company at the date	on which			Company at the date on which
		these Articles come into effect				these Articles come into effect
		shall be divided into shares		of a		shall be divided into shares of a
		par value of $0.01 each.				nominal or par value of ~~$~~Hong
						Kong dollars 0.01 each.
		(2) Subject to the	Act,	the		(2) Subject to the Act, the
		Company’s Memorandum		and		Company’s Memorandum and
		Articles of Association and, where				Articles of Association and, where
		applicable, the rules	of	any		applicable, the ~~rules~~ ~~of~~ ~~any~~
		Designated Stock Exchange and/or				~~Designated~~ ~~Stock~~ ~~Exchange~~
		any competent	regulatory			Listing Rules and/or the rules
		authority, the Company	shall	have		and regulations of any competent
		the power to purchase or otherwise				regulatory authority, the Company
		acquire its own shares	and	such		shall have the power to purchase
		power shall be exercisable by the				or otherwise acquire its own
		Board in such manner,	upon	such		shares and such power shall be
		terms and subject	to	such		exercisable by the Board in such
		conditions as it in its absolute				manner, upon such terms and
		discretion thinks fit	and	any		subject to such conditions as it in
		determination by the Board of the				its absolute discretion thinks fit
		manner of purchase	shall be			and any determination by the
		deemed authorised	by	these		Board of the manner of purchase
		Articles for purposes of the		Act.		shall be deemed authorised by
		The Company is hereby	authorised			these Articles for purposes of the
		to make payments in respect of the				Act. The Company is hereby
		purchase of its shares out of				authorised to make payments in
		capital or out of any other account				respect of the purchase of its
		or fund which can be	authorised			shares out of capital or out of any
		for this purpose in accordance				other account or fund which can be
		with the Act.				authorised for this purpose in
						accordance with the Act.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

	Original Articles	Original Articles
	Article No. Article Article No.
	(3) Subject to compliance with the rules and regulations of the Designated Stock Exchange and any other relevant regulatory authority, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company. (4) No share shall be issued to bearer.
		(~~4~~5) No bearer.
	Article 9 Subject to the provisions of the Act, the rules of any Designated Stock Exchange and the Memorandum and Articles of Association of the Company, and to any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit. Article 9

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

	Original Articles	New Articles
	Article No. Article Article No.	Article
	Article 10(a) the necessary quorum (other than at an adjourned meeting) shall be two persons (or in the case of a Member being a corporation, its duly authorized representative) holding or representing by proxy not less than one-third in nominal value of the issued shares of that class and at any adjourned meeting of such holders, two holders present in person or (in the case of a Member being a corporation) its duly authorized representative or by proxy (whatever the number of shares held by them) shall be a quorum; and Article 10(a)	the ~~th~~

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article Subject to the Act, these Articles, Article Subject to the Act, these Articles, 12(1) any direction that may be given by 12(1) any direction that may be given by the Company in general meeting the Company in general meeting and, where applicable, the rules of and, where applicable, the ~~rules of~~ any Designated Stock Exchange ~~any Designated Stock Exchange~~ and without prejudice to any Listing Rules and without special rights or restrictions for prejudice to any special rights or the time being attached to any restrictions for the time being shares or any class of shares, the attached to any shares or any class unissued shares of the Company of shares, the unissued shares of (whether forming part of the the Company (whether forming original or any increased capital) part of the original or any shall be at the disposal of the increased capital) shall be at the Board, which may offer, allot, disposal of the Board, which may grant options over or otherwise offer, allot, grant options over or dispose of them to such persons, at otherwise dispose of them to such such times and for such persons, at such times and for such consideration and upon such terms consideration and upon such terms and conditions as the Board may in and conditions as the Board may in its absolute discretion determine its absolute discretion determine but so that no shares shall be but so that no shares shall be issued at a discount. Neither the issued at a discount to their Company nor the Board shall be nominal value . Neither the obliged, when making or granting Company nor the Board shall be any allotment of, offer of, option obliged, when making or granting over or disposal of shares, to any allotment of, offer of, option make, or make available, any such over or disposal of shares, to allotment, offer, option or shares make, or make available, any such to Members or others with allotment, offer, option or shares registered addresses in any to Members or others with particular territory or territories registered addresses in any being a territory or territories particular territory or territories where, in the absence of a being a territory or territories registration statement or other where, in the absence of a special formalities, this would or registration statement or other might, in the opinion of the Board, special formalities, this would or be unlawful or impracticable. might, in the opinion of the Board, Members affected as a result of the be unlawful or impracticable. foregoing sentence shall not be, or Members affected as a result of the be deemed to be, a separate class foregoing sentence shall not be, or of members for any purpose be deemed to be, a separate class whatsoever. of ~~m~~ M embers for any purpose whatsoever.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

		Original Articles		New Articles
Article			Article
No.		Article	No.	Article
Article	16	Every share certificate shall be	Article 16 Every share certificate shall be
		issued under the Seal or a		issued under the Seal or a
		facsimile thereof or with the Seal		facsimile thereof or with the Seal
		printed thereon and shall specify		printed thereon and shall specify
		the number and class and		the number and class and
		distinguishing numbers (if any) of		distinguishing numbers (if any) of
		the shares to which it relates, and		the shares to which it relates, and
		the amount paid up thereon and		the amount paid up thereon and
		may otherwise be in such form as		may otherwise be in such form as
		the Directors may from time to		the Directors may from time to
		time determine. The seal of the		time determine. The seal of the
		Company may only be affixed to a		Company may only be affixed or
		share certificate with the authority		imprinted to a share certificate
		of the Directors, or be executed		with the authority of the Directors,
		under the signature of appropriate		or be executed under the signature
		officials with statutory authority,		of appropriate officials with
		unless otherwise determined by		statutory authority, unless
		the Directors. No certificate shall		otherwise determined by the
		be issued representing shares of		Directors. No certificate shall be
		more than one class. The Board		issued representing shares of more
		may by resolution determine,		than one class. The Board may by
		either generally or in any		resolution determine, either
		particular case or cases, that any		generally or in any particular case
		signatures on any such certificates		or cases, that any signatures on
		(or certificates in respect of other		any such certificates (or
		securities) need not be autographic		certificates in respect of other
		but may be affixed to such		securities) need not be autographic
		certificates by some mechanical		but may be affixed to such
		means or may be printed thereon.		certificates by some mechanical
				means or may be printed thereon.
Article		Where a share stands in the names	Article	Where a share stands in the names
17(2)		of two or more persons, the person	17(2)	of two or more persons, the person
		first named in the Register shall as		first named in the Register shall as
		regards service of notices and, subject to the provisions of these		regards service of ~~n~~Notices and, subject to the provisions of these
		Articles, all or any other matters		Articles, all or any other matters
		connected with the Company,		connected with the Company,
		except the transfer of the shares,		except the transfer of the shares,
		be deemed the sole holder thereof.		be deemed the sole holder thereof.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article 22 The Company shall have a first Article 22 The Company shall have a first and paramount lien on every share and paramount lien on every share (not being a fully paid share) for (not being a fully paid share) for all moneys (whether presently all moneys (whether presently payable or not) called or payable payable or not) called or payable at a fixed time in respect of that at a fixed time in respect of that share. The Company shall also share. The Company shall also have a first and paramount lien on have a first and paramount lien on every share (not being a fully paid every share (not being a fully paid share) registered in the name of a share) registered in the name of a Member (whether or not jointly Member (whether or not jointly with other Members) for all with other Members) for all amounts of money presently amounts of money presently payable by such Member or his payable by such Member or his estate to the Company whether the estate to the Company whether the same shall have been incurred same shall have been incurred before or after notice to the before or after notice to the Company of any equitable or other Company of any equitable or other interest of any person other than interest of any person other than such member, and whether the such ~~m~~ M ember, and whether the period for the payment or period for the payment or discharge of the same shall have discharge of the same shall have actually arrived or not, and actually arrived or not, and notwithstanding that the same are notwithstanding that the same are joint debts or liabilities of such joint debts or liabilities of such Member or his estate and any other Member or his estate and any other person, whether a Member or not. person, whether a Member or not. The Company’s lien on a share The Company’s lien on a share shall extend to all dividends or shall extend to all dividends or other moneys payable thereon or other moneys payable thereon or in respect thereof. The Board may in respect thereof. The Board may at any time, generally or in any at any time, generally or in any particular case, waive any lien that particular case, waive any lien that has arisen or declare any share has arisen or declare any share exempt in whole or in part, from exempt in whole or in part, from the provisions of this Article. the provisions of this Article.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article 23 Subject to these Articles, the Article 23 Subject to these Articles, the Company may sell in such manner Company may sell in such manner as the Board determines any share as the Board determines any share on which the Company has a lien, on which the Company has a lien, but no sale shall be made unless but no sale shall be made unless some sum in respect of which the some sum in respect of which the lien exists is presently payable, or lien exists is presently payable, or the liability or engagement in the liability or engagement in respect of which such lien exists is respect of which such lien exists is liable to be presently fulfilled or liable to be presently fulfilled or discharged nor until the expiration discharged nor until the expiration of fourteen (14) clear days after a of fourteen (14) clear days after a notice in writing, stating and ~~n~~ N otice in writing, stating and demanding payment of the sum demanding payment of the sum presently payable, or specifying presently payable, or specifying the liability or engagement and the liability or engagement and demanding fulfilment or discharge demanding fulfilment or discharge thereof and giving notice of the thereof and giving ~~n~~ N otice of the intention to sell in default, has intention to sell in default, has been served on the registered been served on the registered holder for the time being of the holder for the time being of the share or the person entitled thereto share or the person entitled thereto by reason of his death or by reason of his death or bankruptcy. bankruptcy. Article 25 Subject to these Articles and to the Article 25 Subject to these Articles and to the terms of allotment, the Board may terms of allotment, the Board may from time to time make calls upon from time to time make calls upon the Members in respect of any the Members in respect of any moneys unpaid on their shares moneys unpaid on their shares (whether on account of the (whether on account of the nominal value of the shares or by nominal value of the shares or by way of premium), and each way of premium), and each Member shall (subject to being Member shall (subject to being given at least fourteen (14) clear given at least fourteen (14) clear days’ Notice specifying the time days’ Notice specifying the time and place of payment) pay to the and place of payment) pay to the Company as required by such Company as required by such notice the amount called on his ~~n~~ N otice the amount called on his shares. A call may be extended, shares. A call may be extended, postponed or revoked in whole or postponed or revoked in whole or in part as the Board determines but in part as the Board determines but no Member shall be entitled to any no Member shall be entitled to any such extension, postponement or such extension, postponement or revocation except as a matter of revocation except as a matter of grace and favour. grace and favour.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article 35 When any share has been Article 35 When any share has been forfeited, notice of the forfeiture forfeited, ~~n~~ N otice of the forfeiture shall be served upon the person shall be served upon the person who was before forfeiture the who was before forfeiture the holder of the share. No forfeiture holder of the share. No forfeiture shall be invalidated by any shall be invalidated by any omission or neglect to give such omission or neglect to give such Notice. Notice. Article 44 The Register and branch register Article 44 The Register and branch register of Members, as the case may be, of Members maintained in Hong shall be open to inspection for at Kong , as the case may be, shall be least two (2) hours during business open to inspection for at least two hours by Members without charge (2) hours during business hours by or by any other person, upon a Members without charge or by any maximum payment of $2.50 or other person, upon a maximum such lesser sum specified by the payment of ~~$~~ Hong Kong dollars Board, at the Office or such other 2.50 or such lesser sum specified place at which the Register is kept by the Board, at the Office or such in accordance with the Act or, if other place at which the Register appropriate, upon a maximum is kept in accordance with the Act payment of $1.00 or such lesser or, if appropriate, upon a sum specified by the Board at the maximum payment of ~~$~~ Hong Registration Office. The Register Kong dollars 1.00 or such lesser including any overseas or local or sum specified by the Board at the other branch register of Members Registration Office. The Register may, after notice has been given including any overseas or local or by advertisement in an appointed other branch register of Members newspaper or any other may, after notice has been given newspapers in accordance with the by advertisement in ~~an appointed~~ requirements of any Designated ~~newspaper or any other~~ any Stock Exchange or by any newspapers in accordance with the electronic means in such manner requirements of any Designated as may be accepted by the Stock Exchange or by any Designated Stock Exchange to that electronic means in such manner effect, be closed at such times or as may be accepted by the for such periods not exceeding in Designated Stock Exchange to that the whole thirty (30) days in each effect, be closed at such times or year as the Board may determine for such periods not exceeding in and either generally or in respect the whole thirty (30) days in each of any class of shares. year as the Board may determine and either generally or in respect of any class of shares. The period of thirty (30) days may be extended for a further period or periods not exceeding thirty (30) days in respect of any year if approved by the Members by ordinary resolution.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

	Original Articles	New Articles
	Article No. Article Article No.	Article
	Article 45 Subject to the rules of any Designated Stock Exchange, notwithstanding any other provision of these Articles the Company or the Directors may fix any date as the record date for: (a) determining the Members entitled to receive any dividend, distribution, allotment or issue and such record date may be on, or at any time not more than thirty (30) days before or after, any date of which such dividend, distribution, allotment or issue is declared, paid or made; (b) determining the Members entitled to receive notice of and to vote at any general meeting of the Company. Article 45
	Article 46 Subject to these Articles, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time. Article 46

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

			Original Articles	Original Articles	Original Articles	Original Articles	Original Articles	Original Articles	Original Articles						New Articles
Article														Article
No.		Article												No.	Article
															(2) Notwithstanding the
															provisions of subparagraph (1)
															above, for so long as any shares
															are listed on the Designated
															Stock Exchange, titles to such
															listed shares may be evidenced
															and transferred in accordance
															with the laws applicable to and
															the Listing Rules that are or
															shall be applicable to such listed
															shares. The register of members
															of the Company in respect of its
															listed shares (whether the
															Register or a branch register)
															may be kept by recording the
															particulars required by Section
															40 of the Act in a form otherwise
															than legible if such recording
															otherwise complies with the laws
															applicable to and the Listing
															Rules that are or shall be
															applicable to such listed shares.

Article	51	The		registration						of	transfers			Article 51 The registration of transfers
		of	shares				or	of any			class		of		of shares or of any class of
		shares may, after notice has been													shares may, after notice has been
		given			by		announcement					or	by		given by announcement or by
		electronic					communication or						by		electronic communication or by
		advertisement in any newspapers													advertisement in any newspapers
		or	by			any other					means		in		or by any other means in
		accordance with							the	requirements					accordance with the requirements
		of	any Designated Stock Exchange												of any Designated Stock Exchange
		to	that effect be					suspended at such							to that effect be suspended at such
		times		and			for such			periods (not					times and for such periods (not
		exceeding in the							whole		thirty (30)				exceeding in the whole thirty (30)
		days in			any year)				as the		Board may				days in any year) as the Board may
		determine.					The		period of thirty						determine. The period of thirty
		(30) days					may		be	extended			in		(30) days may be extended for a
		respect			of any year if approved by										further period or periods not
		the		Members					by			ordinary			exceeding thirty (30) days in
		resolution.													respect of any year if approved by
															the Members by ordinary
															resolution.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

		Original Articles		New Articles
Article			Article
No.		Article	No.	Article
Article		(c) the Company, if so required by	Article	(c) the Company, if so required by
55(2)		the rules governing the listing of	55(2)	the ~~rules governing the listing of~~
		shares on the Designated Stock		~~shares on the Designated Stock~~
		Exchange, has given notice to, and caused advertisement in		~~Exchange~~ Listing Rules, has given notice of its intention to
		newspapers in accordance with the		sell such shares to, and caused
		requirements of, the Designated Stock Exchange to be made of its intention to sell such shares in the		advertisement ~~in ~~both in daily newspaper~~s ~~and in a newspaper circulating in the area of the last
		manner required by the Designated		known address of such Member
		Stock Exchange, and a period of		or any person entitled to the
		three (3) months or such shorter		share under Article 54 and
		period as may be allowed by the		where applicable, in each case in
		Designated Stock Exchange has		accordance with the requirements
		elapsed since the date of such		of, the Designated Stock Exchange
		advertisement.		~~to be made of its intention to sell~~
				~~such~~ ~~shares~~ ~~in~~ ~~the~~ ~~manner~~
				~~required~~ ~~by~~ ~~the~~ ~~Designated~~
				~~Stock Exchange~~, and a period of
				three (3) months or such shorter
				period as may be allowed by the
				Designated Stock Exchange has
				elapsed since the date of such
				advertisement.
Article	56	An annual general meeting of the	Article 56 An annual general meeting of the
		Company shall be held in each financial year other than the		Company shall be held ~~in ~~for each financial year ~~other~~ ~~than~~ ~~the~~
		financial year of the Company’s		~~financial year of the Company’s~~
		adoption of these Articles and such		~~adoption of these Articles ~~and
		annual general meeting must be		such annual general meeting must
		held within six (6) months after		be held within six (6) months after
		the end of the Company’s financial		the end of the Company’s financial
		year (unless a longer period would		year (unless a longer period would
		not infringe the Listing Rules, if		not infringe the Listing Rules, if
		any).		any).

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

		Original Articles		New Articles
Article			Article
No.		Article	No.	Article
Article	58	The Board may whenever it thinks	Article 58 The Board may whenever it thinks
		fit call extraordinary general		fit call extraordinary general
		meetings. Any one or more		meetings. Any one or more
		Member(s) holding at the date of		Member(s) holding at the date of
		deposit of the requisition not less		deposit of the requisition not less
		than one-tenth of the paid up		than one-tenth of the paid up
		capital of the Company carrying		capital of the Company carrying
		the right of voting at general		the right of voting at general
		meetings of the Company shall at		meetings of the Company, on a
		all times have the right, by written		one vote per share basis, shall at
		requisition to the Board or the		all times have the right, by written
		Secretary of the Company, to		requisition to the Board or the
		require an extraordinary general		Secretary of the Company, to
		meeting to be called by the Board		require an extraordinary general
		for the transaction of any business		meeting to be called by the Board
		or resolution specified in such		for the transaction of any business
		requisition; and such meeting shall		or resolution specified in such
		be held within two (2) months		requisition; and such meeting shall
		after the deposit of such		be held within two (2) months
		requisition. If within twenty-one		after the deposit of such
		(21) days of such deposit the		requisition. If within twenty-one
		Board fails to proceed to convene		(21) days of such deposit the
		such meeting the requisitionist(s)		Board fails to proceed to convene
		himself (themselves) may convene		such meeting the requisitionist(s)
		a physical meeting at only one		himself (themselves) may convene
		location which will be the		a physical meeting at only one
		Principal Meeting Place, and all		location which will be the
		reasonable expenses incurred by		Principal Meeting Place, and all
		the requisitionist(s) as a result of		reasonable expenses incurred by
		the failure of the Board shall be		the requisitionist(s) as a result of
		reimbursed to the requisitionist(s)		the failure of the Board shall be
		by the Company.		reimbursed to the requisitionist(s)
				by the Company.
Article		No business other than the	Article	No business other than the
61(2)		appointment of a chairman of a	61(2)	appointment of a chairman of a
		meeting shall be transacted at any		meeting shall be transacted at any
		general meeting unless a quorum		general meeting unless a quorum
		is present at the commencement of		is present at the commencement of
		the business. Two (2) Members		the business. Two (2) Members
		entitled to vote and present in		entitled to vote and present in
		person or by proxy or, for quorum		person or by proxy or, for quorum
		purposes only, two persons		purposes only, two persons
		appointed by the clearing house as		appointed by the clearing house as
		authorized representative or proxy shall form a quorum for all		authori~~z~~sed representative or proxy shall form a quorum for all
		purposes.		purposes.

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APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article 63 The chairman of the Company or Article 63 (1) The chairman of the Company if there is more than one chairman, or if there is more than one any one of them as may be agreed chairman, any one of them as may amongst themselves or failing be agreed amongst themselves or such agreement, any one of them failing such agreement, any one of elected by all the Directors present them elected by all the Directors shall preside as chairman at a present shall preside as chairman general meeting. If at any meeting at a general meeting. If at any no chairman, is present within meeting no chairman, is present fifteen (15) minutes after the time within fifteen (15) minutes after appointed for holding the meeting, the time appointed for holding the or is willing to act as chairman, the meeting, or is willing to act as deputy chairman of the Company chairman, the deputy chairman of or if there is more than one deputy the Company or if there is more chairman, any one of them as may than one deputy chairman, any one be agreed amongst themselves or of them as may be agreed amongst failing such agreement, any one of themselves or failing such them elected by all the Directors agreement, any one of them present shall preside as chairman. elected by all the Directors present If no chairman or deputy chairman shall preside as chairman. If no is present or is willing to act as chairman or deputy chairman is chairman of the meeting, the present or is willing to act as Directors present shall choose one chairman of the meeting, the of their number to act, or if one Directors present shall choose one Director only is present he shall of their number to act, or if one preside as chairman if willing to Director only is present he shall act. If no Director is present, or if preside as chairman if willing to each of the Directors present act. If no Director is present, or if declines to take the chair, or if the each of the Directors present chairman chosen shall retire from declines to take the chair, or if the the chair, the Members present in chairman chosen shall retire from person or by proxy and entitled to the chair, the Members present in vote shall elect one of their person or by proxy and entitled to number to be chairman of the vote shall elect one of their meeting. number to be chairman of the meeting. (2) If the chairman of a general meeting held in any form is participating in the general meeting using an electronic facility or facilities which is hereby permitted and becomes unable to participate in the general meeting using such electronic facility or facilities, another person (determined in accordance with Article 63(1) above) shall preside as chairman of the meeting unless and until the original chairman of the meeting is able to participate in the general meeting using the electronic facility or facilities.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article 64 Subject to Article 64C, the Article 64 Subject to Article 64C, the chairman may, with the consent of chairman may ~~, with~~ (without the any meeting at which a quorum is consent of ~~any meeting at which~~ present (and shall if so directed by ~~a quorum is present (and shall if~~ the meeting), adjourn the meeting ~~so directed by~~ the meeting) or from time to time (or indefinitely) shall at the direction of the and/or from place to place(s) meeting , adjourn the meeting and/or from one form to another (a from time to time (or indefinitely) physical meeting, a hybrid and/or from place to place(s) meeting or an electronic meeting) and/or from one form to another (a as the meeting shall determine, but physical meeting, a hybrid no business shall be transacted at meeting or an electronic meeting) any adjourned meeting other than as the meeting shall determine, but the business which might lawfully no business shall be transacted at have been transacted at the any adjourned meeting other than meeting had the adjournment not the business which might lawfully taken place. When a meeting is have been transacted at the adjourned for fourteen (14) days meeting had the adjournment not or more, at least seven (7) clear taken place. When a meeting is days’ Notice of the adjourned adjourned for fourteen (14) days meeting shall be given specifying or more, at least seven (7) clear the details set out in Article 59(2) days’ Notice of the adjourned but it shall not be necessary to meeting shall be given specifying specify in such Notice the nature the details set out in Article 59(2) of the business to be transacted at but it shall not be necessary to the adjourned meeting and the specify in such Notice the nature general nature of the business to of the business to be transacted at be transacted. Save as aforesaid, it the adjourned meeting and the shall be unnecessary to give general nature of the business to Notice of an adjournment. be transacted. Save as aforesaid, it shall be unnecessary to give Notice of an adjournment.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article (b) Members present in person or Article (b) Members present in person or 64A(2) by proxy at a Meeting Location 64A(2) by proxy at a Meeting Location and/or Members attending and and/or Members attending and participating in an electronic participating in an electronic meeting or a hybrid meeting by meeting or a hybrid meeting by means of electronic facilities shall means of electronic facilities shall be counted in the quorum for and be counted in the quorum for and entitled to vote and speak at the entitled to vote ~~and speak~~ at the meeting in question, and that meeting in question, and that meeting shall be duly constituted meeting shall be duly constituted and its proceedings valid provided and its proceedings valid provided that the chairman of the meeting is that the chairman of the meeting is satisfied that adequate electronic satisfied that adequate electronic facilities are available throughout facilities are available throughout the meeting to ensure that the meeting to ensure that Members at all Meeting Locations Members at all Meeting Locations and Members participating in an and Members participating in an electronic meeting or a hybrid electronic meeting or a hybrid meeting by means of electronic meeting by means of electronic facilities are able to participate in facilities are able to participate in the business for which the meeting the business for which the meeting has been convened; has been convened;

(c) where Members attend a meeting by being present at one of the Meeting Locations and/or where Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more Members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

	Original Articles	Original Articles
	Article No. Article Article No.
	Article 66(2) In the case of a physical meeting where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded: Article 66(2)	~~Ith~~
		~~n e ~~ ~~h~~
	Article 67 Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution. The result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange. Article 67
		~~esgnae~~ Listing Rules.
	Article 73(2) All members have the right to (1) speak at a general meeting; and (b) vote at a general meeting except where a Member is required, by the rules of the Designated Stock Exchange, to abstain from voting to approve the matter under consideration. Article 73(2)

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

		Original Articles	Original Articles		New Articles
Article				Article
No.		Article		No.	Article
Article	76	The instrument appointing a proxy Article 76 The instrument appointing a proxy
		shall be in writing under the hand			shall be in such form as	the
		of the	appointor or of his attorney		Board may determine and in the
		duly authorised in writing or, if the appointor is a corporation, either			absence of such determination, shall be in writing ~~under the~~
		under its seal or under the hand of an officer, attorney or other person			~~hand of ~~signed by the appointor or ~~of ~~his attorney duly authorised
		authorised to sign the same. In the			in writing or, if the appointor is a
		case of an instrument of proxy			corporation, either under its	seal
		purporting to be signed on behalf of a corporation by an officer			or~~under the hand of ~~signed by an officer, attorney or other person
		thereof it shall be assumed, unless			authorised to sign the same. In the
		the contrary appears, that		such	case of an instrument of proxy
		officer was duly authorised to		sign	purporting to be signed on behalf
		such instrument of proxy on behalf			of a corporation by an officer
		of the	corporation without further		thereof it shall be assumed, unless
		evidence of the facts.			the contrary appears, that	such
					officer was duly authorised to	sign
					such instrument of proxy on behalf
					of the corporation without further
					evidence of the facts.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article If a clearing house (or its Article If a clearing house (or its 81(2) nominee(s)), being a corporation, 81(2) nominee(s)), being a corporation, is a Member, it may authorise such is a Member, it may authorise such persons as it thinks fit to act as its persons as it thinks fit to act as its representatives at any meeting of representatives at any meeting of the Company or at any meeting of the Company or at any meeting of any class of Members provided any class of Members provided that, if more than one person is so that, if more than one person is so authorised, the authorisation shall authorised, the authorisation shall specify the number and class of specify the number and class of shares in respect of which each shares in respect of which each such representative is so such representative is so authorised. Each person so authorised. Each person so authorised under the provisions of authorised under the provisions of this Article shall be deemed to this Article shall be deemed to have been duly authorised without have been duly authorised without further evidence of the facts and further evidence of the facts and be entitled to exercise the same be entitled to exercise the same rights and powers on behalf of the rights and powers on behalf of the clearing house (or its nominee(s)) clearing house (or its nominee(s)) as if such person was the as if such person was the registered holder of the shares of registered holder of the shares of the Company held by the clearing the Company held by the clearing house (or its nominee(s)) house (or its nominee(s)) including, where a show of hands including, the right to speak and is allowed, the right to vote vote and, where a show of hands individually on a show of hands. is allowed, the right to vote individually on a show of hands.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article 82 A resolution in writing signed (in Article 82 A resolution in writing signed (in such manner as to indicate, such manner as to indicate, expressly or impliedly, expressly or impliedly, unconditional approval) by or on unconditional approval) by or on behalf of all persons for the time behalf of all persons for the time being entitled to receive notice of being entitled to receive ~~n~~ N otice and to attend and vote at general of and to attend and vote at general meetings of the Company shall, meetings of the Company shall, for the purposes of these Articles, for the purposes of these Articles, be treated as a resolution duly be treated as a resolution duly passed at a general meeting of the passed at a general meeting of the Company and, where relevant, as a Company and, where relevant, as a special resolution so passed. Any special resolution so passed. Any such resolution shall be deemed to such resolution shall be deemed to have been passed at a meeting held have been passed at a meeting held on the date on which it was signed on the date on which it was signed by the last Member to sign, and by the last Member to sign, and where the resolution states a date where the resolution states a date as being the date of his signature as being the date of his signature thereof by any Member the thereof by any Member the statement shall be prima facie statement shall be prima facie evidence that it was signed by him evidence that it was signed by him on that date. Such a resolution on that date. Such a resolution may consist of several documents may consist of several documents in the like form, each signed by in the like form, each signed by one or more relevant Members. one or more relevant Members. Article The Directors shall have the power Article The Directors shall have the power 83(3) from time to time and at any time 83(3) from time to time and at any time to appoint any person as a Director to appoint any person as a Director either to fill a casual vacancy on either to fill a casual vacancy on the Board or as an addition to the the Board or as an addition to the existing Board. Any Director so existing Board. Any Director so appointed shall hold office until appointed shall hold office only the next following annual general until the ~~next following~~ first meeting of the Company and shall annual general meeting of the then be eligible for re-election. Company after his appointment and shall then be eligible for re-election.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

	Original Articles		New Articles
Article		Article
No.	Article	No.	Article
Article	Neither a Director nor an alternate	Article	Neither a Director nor an alternate
83(4)	Director shall be required to hold	83(4)	Director shall be required to hold
	any shares of the Company by way		any shares of the Company by way
	of qualification and a Director or		of qualification and a Director or
	alternate Director (as the case may		alternate Director (as the case may
	be) who is not a Member shall be		be) who is not a Member shall be
	entitled to receive notice of and to		entitled to receive ~~n~~Notice of and
	attend and speak at any general		to attend and speak at any general
	meeting of the Company and of all		meeting of the Company and of all
	classes of shares of the Company.		classes of shares of the Company.
Article	The Members may, at any general	Article	The Members may, at any general
83(5)	meeting convened and held in	83(5)	meeting convened and held in
	accordance with these Articles, by		accordance with these Articles, by
	ordinary resolution remove a		ordinary resolution remove a
	Director at any time before the		Director (including a managing
	expiration of his period of office		or other executive Director) at
	notwithstanding anything to the		any time before the expiration of
	contrary in these Articles or in any agreement between the Company		his ~~period~~ term of office notwithstanding anything to the
	and such Director (but without		contrary in these Articles or in any
	prejudice to any claim for		agreement between the Company
	damages under any such		and such Director (but without
	agreement).		prejudice to any claim for
			damages under any such
			agreement).
Article	A vacancy on the Board created by	Article	A vacancy on the Board created by
83(6)	the removal of a Director under	83(6)	the removal of a Director under
	the provisions of subparagraph (5)		the provisions of subparagraph (5)
	above may be filled by the election		above may be filled by the election
	or appointment by ordinary		or appointment by ordinary
	resolution the Members at the		resolution of the Members at the
	meeting at which such Director is		meeting at which such Director is
	removed.		removed.
Article	any dividend mandate or any	Article	any dividend mandate or any
132(1)(b)	variation or cancellation thereof or	132(1)(b)	variation or cancellation thereof or
	any notification of change of name		any notification of change of name
	or address at any time after the		or address at any time after the
	expiry of two (2) years from the		expiry of two (2) years from the
	date such mandate variation		date such mandate, variation,
	cancellation or notification was		cancellation or notification was
	recorded by the Company;		recorded by the Company;

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article The Company may, upon the Article (1) The Company may, upon the 144 recommendation of the Board, at 144 recommendation of the Board, at any time and from time to time any time and from time to time pass an ordinary resolution to the pass an ordinary resolution to the effect that it is desirable to effect that it is desirable to capitalise all or any part of any capitalise all or any part of any amount for the time being standing amount for the time being standing to the credit of any reserve or fund to the credit of any reserve or fund (including a share premium (including a share premium account and capital redemption account and capital redemption reserve and the profit and loss reserve and the profit and loss account) whether or not the same account) whether or not the same is available for distribution and is available for distribution and accordingly that such amount be accordingly that such amount be set free for distribution among the set free for distribution among the Members or any class of Members Members or any class of Members who would be entitled thereto if it who would be entitled thereto if it were distributed by way of were distributed by way of dividend and in the same dividend and in the same proportions, on the footing that the proportions, on the footing that the same is not paid in cash but is same is not paid in cash but is applied either in or towards paying applied either in or towards paying up the amounts for the time being up the amounts for the time being unpaid on any shares in the unpaid on any shares in the Company held by such Members Company held by such Members respectively or in paying up in full respectively or in paying up in full unissued shares, debentures or unissued shares, debentures or other obligations of the Company, other obligations of the Company, to be allotted and distributed to be allotted and distributed credited as fully paid up among credited as fully paid up among such Members, or partly in one such Members, or partly in one way and partly in the other, and way and partly in the other, and the Board shall give effect to such the Board shall give effect to such resolution provided that, for the resolution provided that, for the purposes of this Article, a share purposes of this Article, a share premium account and any capital premium account and any capital redemption reserve or fund redemption reserve or fund representing unrealised profits, representing unrealised profits, may be applied only in paying up may be applied only in paying up in full unissued shares of the in full unissued shares of the Company to be allotted to such Company to be allotted to such Members credited as fully paid. Members credited as fully paid.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

	Original		New Articles
Article		Article
No.	Article	No.	Article
			(2) Notwithstanding any
			provisions in these Articles, the
			Board may resolve to capitalise
			all or any part of any amount for
			the time being standing to the
			credit of any reserve or fund
			(including a share premium
			account and the profit and loss
			account) whether or not the
			same is available for distribution
			by applying such sum in paying
			up unissued shares to be allotted
			to (i) employees (including
			directors) of the Company
			and/or its affiliates (meaning
			any individual, corporation,
			partnership, association, joint-
			stock company, trust,
			unincorporated association or
			other entity (other than the
			Company) that directly, or
			indirectly through one or more
			intermediaries, controls, is
			controlled by or is under
			common control with, the
			Company) upon exercise or
			vesting of any options or awards
			granted under any share
			incentive scheme or employee
			benefit scheme or other
			arrangement which relates to
			such persons that has been
			adopted or approved by the
			Members at a general meeting,
			or (ii) any trustee of any trust to
			whom shares are to be allotted
			and issued by the Company in
			connection with the operation of
			any share incentive scheme or
			employee benefit scheme or
			other arrangement which relates
			to such persons that has been
			adopted or approved by the
			Members at a general meeting.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

	Original Articles		New Articles
Article		Article
No.	Article	No.	Article
Article	Subject to due compliance with all	Article	Subject to due compliance with all
150	applicable Statutes, rules and	150	applicable Statutes, rules and
	regulations, including, without		regulations, including, without
	limitation, the rules of the		limitation, the ~~rules~~ ~~of~~ ~~the~~
	Designated Stock Exchange, and		~~Designated~~ ~~Stock~~ ~~Exchange~~
	to obtaining all necessary		Listing Rules, and to obtaining all
	consents, if any, required		necessary consents, if any,
	thereunder, the requirements of		required thereunder, the
	Article 149 shall be deemed		requirements of Article 149 shall
	satisfied in relation to any person		be deemed satisfied in relation to
	by sending to the person in any		any person by sending to the
	manner not prohibited by the		person in any manner not
	Statutes, summarised financial		prohibited by the Statutes,
	statements derived from the		summarised financial statements
	Company’s annual accounts and		derived from the Company’s
	the directors’ report which shall be		annual accounts and the directors’
	in the form and containing the		report which shall be in the form
	information required by applicable		and containing the information
	laws and regulations, provided		required by applicable laws and
	that any person who is otherwise		regulations, provided that any
	entitled to the annual financial		person who is otherwise entitled to
	statements of the Company and the		the annual financial statements of
	directors’ report thereon may, if he		the Company and the directors’
	so requires by notice in writing		report thereon may, if he so
	served on the Company, demand		requires by notice in writing
	that the Company sends to him, in		served on the Company, demand
	addition to summarised financial		that the Company sends to him, in
	statements, a complete printed		addition to summarised financial
	copy of the Company’s annual		statements, a complete printed
	financial statement and the		copy of the Company’s annual
	directors’ report thereon.		financial statement and the
			directors’ report thereon.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

	Original Articles		New Articles
Article		Article
No.	Article	No.	Article
Article	The requirement to send to a	Article	The requirement to send to a
151	person referred to in Article 149	151	person referred to in Article 149
	the documents referred to in that		the documents referred to in that
	article or a summary financial		article or a summary financial
	report in accordance with Article		report in accordance with Article
	150 shall be deemed satisfied		150 shall be deemed satisfied
	where, in accordance with all		where, in accordance with all
	applicable Statutes, rules and		applicable Statutes, rules and
	regulations, including, without		regulations, including, without
	limitation, the rules of the		limitation, the ~~rules~~ ~~of~~ ~~the~~
	Designated Stock Exchange, the		~~Designated~~ ~~Stock~~ ~~Exchange~~
	Company publishes copies of the		Listing Rules, the Company
	documents referred to in Article		publishes copies of the documents
	149 and, if applicable, a summary		referred to in Article 149 and, if
	financial report complying with		applicable, a summary financial
	Article 150, on the Company’s		report complying with Article 150,
	computer network or in any other		on the Company’s website or
	permitted manner (including by		computer network or in any other
	sending any form of electronic		permitted manner (including by
	communication), and that person		sending any form of electronic
	has agreed or is deemed to have		communication)~~, and that person~~
	agreed to treat the publication or		~~has agreed or is deemed to have~~
	receipt of such documents in such		~~agreed to treat the publication~~
	manner as discharging the		~~or receipt of such documents in~~
	Company’s obligation to send to		~~such manner as discharging the~~
	him a copy of such documents.		~~Company’s obligation to send to~~
			~~him a copy of such documents~~.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

	Original Articles		New Articles
Article		Article
No.	Article	No.	Article
Article	At the annual general meeting or	Article	At the annual general meeting or
152(1)	at a subsequent extraordinary	152(1)	at a subsequent extraordinary
	general meeting in each year, the		general meeting in each year, the
	Members shall appoint an auditor		Members shall by ordinary
	to audit the accounts of the		resolution appoint an auditor to
	Company and such auditor shall		audit the accounts of the Company
	hold office until the next annual		and such auditor shall hold office
	general meeting. Such auditor may		until the next annual general
	be a Member but no Director or		meeting. Such auditor may	be a
	officer or employee of the		Member but no Director or officer
	Company shall, during his		or employee of the Company shall,
	continuance in office, be eligible		during his continuance in office,
	to act as an auditor of the		be eligible to act as an auditor of
	Company.		the Company.
Article	The remuneration of the Auditor	Article	The remuneration of the Auditor
154	shall be fixed by the Company in	154	shall be fixed by ~~the Company in~~
	general meeting or in such manner		an ordinary resolution passed at
	as the Members may determine.		a general meeting or in	such
			manner as the Members may by
			ordinary resolution determine.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article (1) Any Notice or document Article (1) Any Notice or document 158 (including any “corporate 158 (including any “ corporate communication” within the communication” and any meaning ascribed thereto under “actionable corporate the Listing Rules), whether or not, communication” within the to be given or issued under these meaning ascribed thereto under Articles from the Company shall the Listing Rules), whether or not, be in writing or by cable, telex or to be given or issued under these facsimile transmission message or Articles from the Company shall other form of electronic be in writing or by cable, telex or transmission or electronic facsimile transmission message or communication and any such other form of electronic Notice and document may be transmission or electronic given or issued by the following communication and , subject to means: compliance with the Listing Rules, any such Notice and ... document may be given or issued by the following means: (e) by sending or transmitting it as an electronic communication to ...

(e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 158 (5), subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person;

(e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 158( 3 ) ~~(5), subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person~~ ;

(f) by publishing it on the Company’s website to which the relevant person may have access, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person and/or for giving notification to any such person stating that the notice, document or publication is available on the Company’s computer network website (a “notice of availability”); or

(f) by publishing it on the Company’s website ~~to which the relevant person may have access, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person and/or for giving notification to any such person stating that the notice, document or publication is available on the Company’s computer network website (a “notice of availability”)~~ or the website of the Designated Stock Exchange ; or

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article ... Article ... 158 158 (2) The notice of availability may ~~(2) The notice of availability may~~ be given by any of the means set ~~be given by any of the means set~~ out above other than by posting in ~~out above other than by posting~~ on a website. ~~in on a website.~~ (3) In the case of joint holders of a ( ~~3~~ 2 ) In the case of joint holders of share all notices shall be given to a share all notices shall be given to that one of the joint holders whose that one of the joint holders whose name stands first in the Register name stands first in the Register and notice so given shall be and notice so given shall be deemed a sufficient service on or deemed a sufficient service on or delivery to all the joint holders. delivery to all the joint holders. (4) Every person who, by ~~(4) Every person who, by~~ operation of law, transfer, ~~operation of law, transfer,~~ transmission, or other means ~~transmission, or other means~~ whatsoever, shall become entitled ~~whatsoever, shall become~~ to any share, shall be bound by ~~entitled to any share, shall be~~ every notice in respect of such ~~bound by every notice in respect~~ share, which, previously to his ~~of such share, which, previously~~ name and address (including ~~to his name and address~~ electronic address) being entered ~~(including electronic address)~~ in the Register as the registered ~~being entered in the Register as~~ holder of such share, shall have ~~the registered holder of such~~ been duly given to the person from ~~share, shall have been duly given~~ whom he derives title to such ~~to the person from whom he~~ share. ~~derives title to such share.~~ (5) Every Member or a person who ( ~~5~~ 3 ) Every Member or a person is entitled to receive notice from who is entitled to receive notice the Company under the provisions from the Company under the of the Statutes or these Articles provisions of the Statutes or these may register with the Company an Articles may register with the electronic address to which notices Company an electronic address to can be served upon him. which ~~n~~ N otices can be served upon him.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article (6) Subject to any applicable laws, Article ( ~~6~~ 4 ) Subject to any applicable 158 rules and regulations and the terms 158 laws, rules and regulations and the of these Articles, any notice, terms of these Articles, any notice, document or publication, document or publication, including but not limited to the including but not limited to the documents referred to in Articles documents referred to in Articles 149, 150 and 158 may be given in 149, 150 and 158 may be given in the English language only or in the English language only or in both the English language and the both the English language and the Chinese language. Chinese language or, with the consent of or election by any member, in the Chinese language only to such Member. Article ... Article ... 159 159 (b) if sent by electronic (b) if sent by electronic communication, shall be deemed communication, shall be deemed to be given on the day on which it to be given on the day on which it is transmitted from the server of is transmitted from the server of the Company or its agent. A Notice the Company or its agent. A placed on the Company’s website Notice , documents or publication or the website of the Designated placed on either the Company’s Stock Exchange, is deemed given website or the website of the by the Company to a Member on Designated Stock Exchange, is the day following that on which a deemed given or served by the notice of availability is deemed Company ~~to a Member~~ on the day served on the Member; ~~following that on which a notice of availability is deemed served~~ (c) if published on the Company’s ~~on the Member;~~ it first so website, shall be deemed to have appears on the relevant website, been served on the day on which unless the Listing Rules specify a the notice, document or different date. In such cases, the publication first so appears on the deemed date of service shall be Company’s website to which the as provided or required by the relevant person may have access Listing Rules; or the day on which the notice of availability is deemed to have ~~(c) if published on the~~ been served or delivered to such ~~Company’s website, shall be~~ person under these Articles, ~~deemed to have been served on~~ whichever is later; ~~the day on which the notice, document or publication first so appears on the Company’s website to which the relevant person may have access or the day on which the notice of availability is deemed to have been served or delivered to such person under these Articles, whichever is later;~~

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article (d) if served or delivered in any ( ~~d~~ c ) if served or delivered in any other manner contemplated by other manner contemplated by these Articles, shall be deemed to these Articles, shall be deemed to have been served or delivered at have been served or delivered at the time of personal service or the time of personal service or delivery or, as the case may be, at delivery or, as the case may be, at the time of the relevant despatch the time of the relevant despatch or transmission; and in proving or transmission; and in proving such service or delivery a such service or delivery a certificate in writing signed by the certificate in writing signed by the Secretary or other officer of the Secretary or other officer of the Company or other person Company or other person appointed by the Board as to the appointed by the Board as to the act and time of such service, act and time of such service, delivery, despatch or transmission delivery, despatch or transmission shall be conclusive evidence shall be conclusive evidence thereof; and thereof; and (e) if published as an ( ~~e~~ d ) if published as an advertisement in a newspaper or advertisement in a newspaper or other publication permitted under other publication permitted under these Articles, shall be deemed to these Articles, shall be deemed to have been served on the day on have been served on the day on which the advertisement first so which the advertisement first so appears. appears. Article A Notice may be given by the Article A Notice may be given by the 160(2) Company to the person entitled to 160(2) Company to the person entitled to a share in consequence of the a share in consequence of the death, mental disorder or death, mental disorder or bankruptcy of a Member by bankruptcy of a Member by sending it through the post in a sending it through the post in a prepaid letter, envelope or wrapper prepaid letter, envelope or wrapper addressed to him by name, or by addressed to him by name, or by the title of representative of the the title of representative of the deceased, or trustee of the deceased, or trustee of the bankrupt, or by any like bankrupt, or by any like description, at the address, if any, description, at the address, if any, supplied for the purpose by the supplied for the purpose by the person claiming to be so entitled, person claiming to be so entitled, or (until such an address has been or (until such an address has been so supplied) by giving the notice so supplied) by giving the ~~n~~ N otice in any manner in which the same in any manner in which the same might have been given if the might have been given if the death, mental disorder or death, mental disorder or bankruptcy had not occurred. bankruptcy had not occurred.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

	Original Articles		New Articles
Article		Article
No.	Article	No.	Article
Article	For the purposes of these Articles,	Article	For the purposes of these Articles,
161	a facsimile or electronic	161	a facsimile or electronic
	transmission message purporting		transmission message purporting
	to come from a holder of shares or,		to come from a holder of shares or,
	as the case may be, a Director or		as the case may be, a Director or
	alternate Director, or, in the case		alternate Director, or, in the case
	of a corporation which is a holder		of a corporation which is a holder
	of shares from a director or the		of shares from a director or the
	secretary thereof or a duly		secretary thereof or a duly
	appointed attorney or duly		appointed attorney or duly
	authorised representative thereof		authorised representative thereof
	for it and on its behalf, shall in the		for it and on its behalf, shall in the
	absence of express evidence to the		absence of express evidence to the
	contrary available to the person		contrary available to the person
	relying thereon at the relevant		relying thereon at the relevant
	time be deemed to be a document		time be deemed to be a document
	or instrument in writing signed by		or instrument in writing signed by
	such holder or Director or		such holder or Director or
	alternate Director in the terms in		alternate Director in the terms in
	which it is received.		which it is received. The
			signature to any Notice or
			document to be given by the
			Company may be written,
			printed or in electronic form.

Article 162(2)	A resolution that the Company be wound up by the court or be	Article 162(2)	Unless otherwise provided by the Act, a~~A ~~resolution that the
	wound up voluntarily shall be a		Company be wound up by the
	special resolution.		court or to be wound up
			voluntarily shall be a special
			resolution.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article Subject to any special rights, Article Subject to any special rights, 163(1) privileges or restrictions as to the 163(1) privileges or restrictions as to the distribution of available surplus distribution of available surplus assets on liquidation for the time assets on liquidation for the time being attached to any class or being attached to any class or classes of shares (i) (if the classes of shares (i) ~~(~~ if the Company shall be wound up and Company shall be wound up and the assets available for the assets available for distribution amongst the Members distribution amongst ~~the~~ Members shall be more than sufficient to shall be more than sufficient to repay the whole of the capital paid repay the whole of the capital paid up at the commencement of the up at the commencement of the winding up, the excess shall be winding up, the excess shall be distributed pari passu amongst distributed pari passu amongst such members in proportion to the such ~~m~~ M embers in proportion to amount paid up on the shares held the amount paid up on the shares by them respectively and (ii) if the held by them respectively and (ii) Company shall be wound up and if the Company shall be wound up the assets available for and the assets available for distribution amongst the Members distribution amongst the Members as such shall be insufficient to as such shall be insufficient to repay the whole of the paid-up repay the whole of the paid-up capital such assets shall be capital such assets shall be distributed so that, as nearly as distributed so that, as nearly as may be, the losses shall be borne may be, the losses shall be borne by the Members in proportion to by the Members in proportion to the capital paid up, or which ought the capital paid up, or which ought to have been paid up, at the to have been paid up, at the commencement of the winding up commencement of the winding up on the shares held by them on the shares held by them respectively. respectively.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article In the event of winding-up of the Article ~~In the event of winding-up of the~~ 163(3) Company in Hong Kong, every 163(3) ~~Company in Hong Kong, every~~ Member who is not for the time ~~Member who is not for the time~~ being in Hong Kong shall be ~~being in Hong Kong shall be~~ bound, within fourteen (14) days ~~bound, within fourteen (14) days~~ after the passing of an effective ~~after the passing of an effective~~ resolution to wind up the ~~resolution to wind up the~~ Company voluntarily, or the ~~Company voluntarily, or the~~ making of an order for the ~~making of an order for the~~ winding-up of the Company, to ~~winding-up of the Company, to~~ serve notice in writing on the ~~serve notice in writing on the~~ Company appointing some person ~~Company appointing some~~ resident in Hong Kong and stating ~~person resident in Hong Kong~~ that person’s full name, address ~~and stating that person’s full~~ and occupation upon whom all ~~name, address and occupation~~ summonses, notices, process, ~~upon whom all summonses,~~ orders and judgements in relation ~~notices, process, orders and~~ to or under the winding-up of the ~~judgements in relation to or~~ Company may be served, and in ~~under the winding-up of the~~ default of such nomination the ~~Company may be served, and in~~ liquidator of the Company shall be ~~default of such nomination the~~ at liberty on behalf of such ~~liquidator of the Company shall~~ Member to appoint some such ~~be at liberty on behalf of such~~ person, and service upon any such ~~Member to appoint some such~~ appointee, whether appointed by ~~person, and service upon any~~ the Member or the liquidator, shall ~~such appointee, whether~~ be deemed to be good personal ~~appointed by the Member or the~~ service on such Member for all ~~liquidator, shall be deemed to be~~ purposes, and, where the ~~good personal service on such~~ liquidator makes any such ~~Member for all purposes, and,~~ appointment, he shall with all ~~where the liquidator makes any~~ convenient speed give notice ~~such appointment, he shall with~~ thereof to such Member by ~~all convenient speed give notice~~ advertisement as he shall deem ~~thereof to such Member by~~ appropriate or by a registered ~~advertisement as he shall deem~~ letter sent through the post and ~~appropriate or by a registered~~ addressed to such Member at his ~~letter sent through the post and~~ address as appearing in the ~~addressed to such Member at his~~ register, and such notice shall be ~~address as appearing in the~~ deemed to be service on the day ~~register, and such notice shall be~~ following that on which the ~~deemed to be service on the day~~ advertisement first appears or the ~~following that on which the~~ letter is posted. ~~advertisement first appears or the letter is posted.~~

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

Original Articles New Articles Article Article No. Article No. Article Article The Directors, Secretary and other Article The Directors, Secretary and other 164(1) officers and every Auditor for the 164(1) officers and every Auditor ~~for the~~ time being of the Company and the ~~time being~~ of the Company at any liquidator or trustees (if any) for time, whether at present or in the time being acting in relation to the past, and the liquidator or any of the affairs of the Company trustees (if any) ~~for the time~~ and everyone of them, and ~~being~~ acting or who have acted in everyone of their heirs, executors relation to any of the affairs of the and administrators, shall be Company and everyone of them, indemnified and secured harmless and everyone of their heirs, out of the assets and profits of the executors and administrators, shall Company from and against all be indemnified and secured actions, costs, charges, losses, harmless out of the assets and damages and expenses which they profits of the Company from and or any of them, their or any of against all actions, costs, charges, their heirs, executors or losses, damages and expenses administrators, shall or may incur which they or any of them, their or or sustain by or by reason of any any of their heirs, executors or act done, concurred in or omitted administrators, shall or may incur in or about the execution of their or sustain by or by reason of any duty, or supposed duty, in their act done, concurred in or omitted respective offices or trusts; and in or about the execution of their none of them shall be answerable duty, or supposed duty, in their for the acts, receipts, neglects or respective offices or trusts; and defaults of the other or others of none of them shall be answerable them or for joining in any receipts for the acts, receipts, neglects or for the sake of conformity, or for defaults of the other or others of any bankers or other persons with them or for joining in any receipts whom any moneys or effects for the sake of conformity, or for belonging to the Company shall or any bankers or other persons with may be lodged or deposited for whom any moneys or effects safe custody, or for insufficiency belonging to the Company shall or or deficiency of any security upon may be lodged or deposited for which any moneys of or belonging safe custody, or for insufficiency to the Company shall be placed out or deficiency of any security upon on or invested, or for any other which any moneys of or belonging loss, misfortune or damage which to the Company shall be placed out may happen in the execution of on or invested, or for any other their respective offices or trusts, or loss, misfortune or damage which in relation thereto; PROVIDED may happen in the execution of THAT this indemnity shall not their respective offices or trusts, or extend to any matter in respect of in relation thereto; PROVIDED any fraud or dishonesty which may THAT this indemnity shall not attach to any of said persons. extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.

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DETAILS OF THE PROPOSED AMENDMENTS

APPENDIX II

	Original Articles			New Articles
Article			Article
No.	Article		No.	Article
Article	Unless otherwise determined	by	Article	Unless otherwise determined by
165	the Directors, the financial year		165	the Directors, the financial year
	end of the Company shall be 31 of			~~end ~~of the Company shall ~~be 31~~
	December in each year.			end on the 31st day of December
				in each year.
Article	No Member shall be entitled to		Article	No Member shall be entitled to
167	require discovery of or	any	167	require discovery of or any
	information respecting any detail			information respecting any detail
	of the Company’s trading or	any		of the Company’s trading or any
	matter which is or may be in	the		matter which is or may be in the
	nature of a trade secret or secret			nature of a trade secret or secret
	process which may relate to	the		process which may relate to the
	conduct of the business of	the		conduct of the business of the
	Company and which in the opinion			Company and which in the opinion
	of the Directors it will	be		of the Directors it will be
	inexpedient in the interests of	the		inexpedient in the interests of the
	members of the Company communicate to the public.	to		~~m~~Members ~~of the Company ~~to communicate to the public.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX III

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

EXECUTIVE DIRECTOR

Mr. Kuok Lam Sek , aged 61, is an executive director, the chairman of the Board and the founder of the Group. Mr. Kuok is a director of all the subsidiaries of the Company, except for Ao Gang Construction (Macau) Limited (澳港建設(澳門)有限公司), EHY (Cyprus) Limited, Jiangmen Kepeida Metal Materials Co., Ltd[*] (江門科沛達金屬材料有限責任公司) and MECOM Greenbuild (Singapore) Pte. Ltd. He is responsible for the overall management and strategic planning of the Group.

Mr. Kuok has over 41 years of experience in the construction industry. Prior to establishing Engenharia Hung Yip, Mr. Kuok worked as a contractor worker for various construction contractors in Macau, where he commenced his career in the engineering and construction industry. In December 2000, Mr. Kuok founded Engenharia Hung Yip which was then engaged in the steel structure works, where he served as a director and was responsible for the project management and management of various kinds of large scale construction projects (including construction work for the 4th East Asian Games in Macau).

Mr. Kuok has renewed his service agreement with the Company for a term of two years commencing from 13 February 2023, which can be terminated by either party giving three months’ written notice to the other party. Mr. Kuok is entitled to receive a remuneration of MOP350,000 per month which was determined by the Board with reference to his experience, job responsibility and the prevailing market conditions, together with discretionary bonus and commission as may be decided by the Board.

Mr. Kuok is one of the Controlling Shareholders. As at the Latest Practicable Date, Mr. Kuok (along with Mr. Sou Kun Tou, Mr. Lam Kuok Wa and Mr. Lao Ka Wa as parties acting in concert), through MECOM Holding Limited, was beneficially interested in 2,040,800,000 Shares pursuant to Part XV of the SFO, representing approximately 51.20% of the total number of issued Shares.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Ms. Chan Po Yi Patsy , aged 59, has been an independent non-executive Director since 23 January 2018, and is the chairlady of the Audit Committee and a member of the Remuneration Committee and Nomination Committee of the Board.

Ms. Chan has been appointed as the chief executive officer of the Northeast Asia Region of Richemont Asia Pacific Limited effective from 1 September 2022, where she is responsible for overseeing its operations in Hainan, Hong Kong, Macau and Taiwan. She has been working with Richemont Luxury Group, one of the global luxury goods companies, for over 26 years. With more than 26 years of experience in several prestigious multinational corporations,

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX III

Ms. Chan leads Richemont Luxury Group in maximising operational efficiency and cost effectiveness with knowledge in risk management and corporate governance as well as in-depth perception in strategic planning, business development and performance measurement development. Prior to joining Richemont Luxury Group, Ms. Chan served as the financial controller at Marsh & McLennan Limited, a global professional services firm, where she was primarily responsible for financial control and business planning.

Ms. Chan holds a Bachelor Degree of Commerce in Accounting from the University of New South Wales and completed the Luxury Brand Management Executive Program at ESSEC Business School. She has been a certified practicing accountant of CPA Australia since October 1992.

From July 2021 to August 2023, Ms. Chan was an independent director of Black Spade Acquisition Co, a special purpose acquisition company listed on the New York Stock Exchange (NYSE: BSAQ) which is focused on identifying a business combination target that is related to or in the entertainment industry, with a focus on enabling technology, lifestyle brands, products, or services, and entertainment media.

Ms. Chan has renewed her appointment letter with the Company for a term of two years commencing from 13 February 2023, which can be terminated by either party giving three months’ written notice to the other party. Ms. Chan is entitled to receive a remuneration of HK$185,000 per annum which was determined by the Board with reference to her experience, job responsibility and the prevailing market conditions.

Save as disclosed herein, as at the Latest Practicable Date, none of the above Directors (i) held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) held any other positions with the Company and its subsidiaries; (iii) had any relationship with any Directors, senior management, substantial or Controlling Shareholders of the Company; and (iv) had any interest in the Shares within the meaning of Part XV of the SFO.

In addition, there is no other matter that needs to be brought to the attention of the Shareholders in respect of the re-election of the above Directors and there is no information relating to the above Directors which is required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [187 x 46] intentionally omitted <==

MECOM POWER AND CONSTRUCTION LIMITED 澳能建設控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1183)

(Warrant Code: 424)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ Annual General Meeting ”) of MECOM Power and Construction Limited (the “ Company ”) will be held at Level 6, Infinitus Plaza, 199 Des Voeux Road Central, Sheung Wan, Hong Kong on Thursday, 30 May 2024 at 3:00 p.m. for the following purposes:

The following resolutions (with or without modification) will be considered and, if thought fit, approved by the shareholders of the Company:

ORDINARY RESOLUTIONS

To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors (the “ Director(s) ”) and the auditor (the “ Auditor ”) of the Company for the year ended 31 December 2023.
To re-elect the following persons as Directors:
(a) Mr. Kuok Lam Sek as an executive Director; and
(b) Ms. Chan Po Yi Patsy as an independent non-executive Director.
To authorise the board of the Directors to fix the remuneration of the Directors.
To re-appoint Deloitte Touche Tohmatsu as the Auditor for the year ending 31 December 2024 and authorise the board of the Directors to fix their remuneration.
“ That :
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the “ Share(s) ”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for Shares or such convertible securities of the Company and/or to resell treasury shares of the Company (if permitted under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the

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NOTICE OF ANNUAL GENERAL MEETING

“ Listing Rules ”)) and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into Shares) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
(c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) together with the treasury shares of the Company resold by the Directors during the Relevant Period pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the grant or exercise of any option under the share option scheme of the Company or any other 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; or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares, shall not exceed 20% of the total number of Shares in issue (excluding treasury shares) as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of Shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation and subdivision shall be the same, and the said approval shall be limited accordingly;
(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 any applicable law or the articles of association of the Company to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

  - (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

  - “ **Rights Issue** ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members on a fixed record date in proportion to their holdings of Shares (subject to such exclusion or other arrangements as the 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, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”

“ That :
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back issued Shares, subject to and in accordance with all applicable laws and the requirements of the Listing Rules as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to buy back its Shares at a price determined by the Directors;
(c) the total number of Shares which are authorised to be bought back by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing this resolution, and if any subsequent consolidation or subdivision of Shares is conducted, the maximum number of Shares that may be bought back under the mandate in paragraph (a) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation and subdivision shall be the same, 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;

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NOTICE OF ANNUAL GENERAL MEETING

(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”
“ That conditional upon the passing of resolutions nos. 5 and 6 above, the general mandate to the Directors pursuant to resolution no. 5 be and is hereby extended by the addition thereto of the total number of Shares bought back by the Company under the authority granted pursuant to the resolution no. 6, provided that such number of added Shares shall not exceed 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing this resolution.”

SPECIAL RESOLUTION

“ That the third amended and restated articles of association of the Company (the “ New Articles of Association ”), a copy of which has been produced to this meeting and marked “A”, be and is hereby approved and adopted in substitution for, and to the exclusion of, the existing second amended and restated articles of association of the Company and that the directors of the Company be and are hereby authorised to do all things necessary to implement the adoption of the New Articles of Association.”

By order of the Board

MECOM Power and Construction Limited Kuok Lam Sek

Chairman and executive Director

26 April 2024

– 56 –

NOTICE OF ANNUAL GENERAL MEETING

Registered office: Headquarters and principal place of business in Cricket Square Macau: Hutchins Drive Units Q, R and S PO Box 2681 6/F Praça Kin Heng Long-Heng Hoi Kuok Grand Cayman, KY1-1111 Kin Fu Kuok Cayman Islands No. 258 Alameda Dr. Carlos D’Assumpção Macau Principal place of business in Hong Kong: Level 20 Infinitus Plaza 199 Des Voeux Road Central Sheung Wan, Hong Kong

– 57 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company.
(ii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose seniority shall be determined as 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.
(iii) In order to be valid, a form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjournment thereof) if they so wish.
(iv) For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Friday, 24 May 2024 to Thursday, 30 May 2024 (both days inclusive), during which period no share transfers can be registered. In order to be eligible to attend and vote at the above meeting, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 23 May 2024.
(v) In respect of ordinary resolutions numbered 2(a) and 2(b) above, Mr. Kuok Lam Sek and Ms. Chan Po Yi Patsy shall retire by rotation and, being eligible, have offered themselves for re-election at the Annual General Meeting. Details of the above Directors are set out in Appendix III to the accompanying circular of the Company dated 26 April 2024.

As at the date of this notice, the executive Directors are Mr. Kuok Lam Sek and Mr. Sou Kun Tou; the independent non-executive Directors are Ms. Chan Po Yi Patsy, Mr. Cheung Kiu Cho Vincent and Mr. Lio Weng Tong.

– 58 –

AI assistant

MECOM Power and Construction Limited Proxy Solicitation & Information Statement 2024

49751_rns_2024-04-25_7fb8d751-da67-42e5-9d29-5f02e91449fa.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

MECOM POWER AND CONSTRUCTION LIMITED 澳能建設控股有限公司

PROPOSED GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES;

PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION; RE-ELECTION OF DIRECTORS; AND

NOTICE OF ANNUAL GENERAL MEETING

DEFINITIONS

DEFINITIONS

“%”

MECOM POWER AND CONSTRUCTION LIMITED 澳能建設控股有限公司

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

INTRODUCTION

GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES

PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

RE-ELECTION OF DIRECTORS

Recommendations of the Nomination Committee

ANNUAL GENERAL MEETING

CLOSURE OF REGISTER OF MEMBERS

RESPONSIBILITY STATEMENT

RECOMMENDATION

1. SHARES IN ISSUE

2. REASONS FOR SHARE BUY-BACK

3. FUNDING OF BUY-BACK

4. DIRECTORS, CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

5. UNDERTAKING OF THE DIRECTORS

6. EFFECT OF TAKEOVERS CODE

7. SHARE BUY-BACKS MADE BY THE COMPANY

8. SHARE PRICES

EXECUTIVE DIRECTOR

INDEPENDENT NON-EXECUTIVE DIRECTOR

MECOM POWER AND CONSTRUCTION LIMITED 澳能建設控股有限公司

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

By order of the Board

MECOM Power and Construction Limited Kuok Lam Sek

AI assistant

MECOM Power and Construction Limited — Proxy Solicitation & Information Statement 2024

49751_rns_2024-04-25_7fb8d751-da67-42e5-9d29-5f02e91449fa.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

MECOM POWER AND CONSTRUCTION LIMITED 澳能建設控股有限公司

PROPOSED GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES;

PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION; RE-ELECTION OF DIRECTORS; AND

NOTICE OF ANNUAL GENERAL MEETING

DEFINITIONS

DEFINITIONS

“%”

MECOM POWER AND CONSTRUCTION LIMITED 澳能建設控股有限公司

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

INTRODUCTION

GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES

PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

RE-ELECTION OF DIRECTORS

Recommendations of the Nomination Committee

ANNUAL GENERAL MEETING

CLOSURE OF REGISTER OF MEMBERS

RESPONSIBILITY STATEMENT

RECOMMENDATION

1. SHARES IN ISSUE

2. REASONS FOR SHARE BUY-BACK

3. FUNDING OF BUY-BACK

4. DIRECTORS, CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

5. UNDERTAKING OF THE DIRECTORS

6. EFFECT OF TAKEOVERS CODE

7. SHARE BUY-BACKS MADE BY THE COMPANY

8. SHARE PRICES

EXECUTIVE DIRECTOR

INDEPENDENT NON-EXECUTIVE DIRECTOR

MECOM POWER AND CONSTRUCTION LIMITED 澳能建設控股有限公司

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

By order of the Board

MECOM Power and Construction Limited Kuok Lam Sek

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MECOM Power and Construction Limited Proxy Solicitation & Information Statement 2024