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MOG Digitech Holdings Limited Proxy Solicitation & Information Statement 2022

Oct 21, 2022

50286_rns_2022-10-21_5c04223c-c4f4-4acd-a5f7-32f338f57292.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Shanghai International Shanghai Growth Investment Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

SHANGHAI INTERNATIONAL SHANGHAI GROWTH INVESTMENT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 770)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used on this cover page shall have the same meanings as those defined in this circular.

The purpose of this document is to provide you with information regarding resolution to be proposed as special business at the EGM to be held at the Ball Room, 1/F, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Tuesday, 29 November 2022 at 10:00 a.m.. This resolution relates to the proposed amendments to the articles of association of the Company.

A notice convening the EGM of the Company is set out in pages 46 to 47 of this circular. Whether or not you intend to be present at the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the office of the share registrar of the Company in Hong Kong, Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the Company will implement certain precautionary measures at the EGM including, without limitation: (i) compulsory body temperature screening; (ii) scan the “LeaveHomeSafe” venue QR code and comply with the “Vaccine Pass” requirements; (iii) mandatory wearing of surgical facial mask properly at any time in the EGM venue; and (iv) no refreshments will be provided at the EGM. Shareholders who (a) refuse to comply with any of the precautionary measures above; (b) are subject to any Hong Kong Government prescribed quarantine or have close contact with any person under quarantine; or (c) have any flu-like symptoms may be denied entry to the EGM venue at the absolute discretion of the Company. In light of the uncertainties caused by COVID-19 and for the health and safety of Shareholders, Shareholders are strongly encouraged to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy and to return their proxy forms by the time specified above, instead of attending the EGM in person. Subject to the development of COVID-19, the Company may be required to change the meeting arrangements for the EGM at short notice, and to issue further announcement(s) on such changes as and when appropriate. Shareholders are advised to check the website of the Company at http://shanghaigrowth.etnet.com.hk and HKEXnews at www.hkexnews.hk for further announcement(s) and update(s) on such arrangements and/or further special measures to be taken.

24 October 2022

CONTENTS

Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
**LETTER ** FROM THE BOARD
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. Proposed amendments to the Articles of Association .. . . . . . . . . . . . . . . . . . . 4
3. Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4. Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
APPENDIX
—
PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . 8
**NOTICE ** OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . 46

– i –

DEFINITIONS

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

  • “Amended M&A”

the amended and restated memorandum and articles of association of the Company incorporating and consolidating the Proposed Amendments as set out in the paragraph headed “Letter from the Board – 2. Proposed Amendments to the Articles of Association”

  • “Articles” or “Articles of Association”

  • the articles of association of the Company, as amended from time to time

  • “Board”

the board of Directors

  • “Companies Act”

  • the Companies Act, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time

  • “Company”

  • Shanghai International Shanghai Growth Investment Limited, an exempted company incorporated in the Cayman Islands with limited liability and a company listed on the Main Board of the Stock Exchange

  • “Director(s)”

  • the director(s) of the Company

  • “Extraordinary General Meeting” or “EGM”

  • the extraordinary general meeting of the Company to be convened and held at the Ball Room, 1/F, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Tuesday, 29 November 2022 at 10:00 a.m., for the purpose of considering and if thought fit, approving, inter alia, the resolution proposed in the Notice of Extraordinary General Meeting

  • “HK$”

  • Hong Kong dollars, the lawful currency of Hong Kong

  • “Hong Kong”

  • Hong Kong Special Administrative Region of the PRC

  • “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented and/or otherwise modified from time to time

  • “M&A”

  • the Memorandum and Articles of Association of the Company, as amended from time to time

– 1 –

DEFINITIONS

“Notice of Extraordinary General the notice convening the EGM as set out in pages 46 to 47
Meeting” of this circular
“PRC” the People’s Republic of China, and for the purpose of
this circular, excludes Hong Kong, the Macau Special
Administrative
Region
and
the
Republic
of
China
(Taiwan)
“Proposed Amendments” the proposed amendments to the Articles, details of which
are set out in the appendix of this circular
“Share(s)” ordinary share(s) of US$0.10 each in the share capital of
the Company
“Shareholder(s)” the shareholder(s) of the Company
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“US” the United States of America
“US$” US dollars, the lawful currency of the US
“%” per cent

– 2 –

LETTER FROM THE BOARD

SHANGHAI INTERNATIONAL SHANGHAI GROWTH INVESTMENT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 770)

Directors

Executive Director:

Mr. ZHAO Tian

Independent Non-executive Directors: Dr. HUA Min Mr. ONG Ka Thai Mr. YICK Wing Fat Simon

Non-executive Director: Mr. LU Xuefang

Registered address: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Principal place of business: Room 1501, 15/F Shanghai Industrial Investment Building 48–62 Hennessy Road Wanchai, Hong Kong

24 October 2022

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 19 October 2022 in relation to, among others, the Proposed Amendments. The purpose of this circular is to provide you with details regarding the Proposed Amendments so as to enable you to make an informed decision on whether to vote for or against the proposed resolution at the EGM.

– 3 –

LETTER FROM THE BOARD

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Proposed Amendments to the Articles have been approved at a meeting of the Board held on 19 October 2022. The Proposed Amendments are proposed to:

  • (i) bring the Articles in line with the amendments made to the applicable laws of the Cayman Islands and the Listing Rules; in particular to conform with the core shareholder protection standards as set out in Appendix 3 to the Listing Rules (which became effective on 1 January 2022), including:

  • (a) to conform with requirement under paragraph 14(3) of Appendix 3 to the Listing Rules, by expressly providing that all Shareholders shall have the right to speak and vote at a general meeting of the Company (except where a Shareholder is required, by the Listing Rules, or the rules, codes or regulations of any competent regulatory authority, to abstain from voting to approve the matter under consideration);

  • (b) to conform with requirement under paragraph 15 of Appendix 3 to the Listing Rules, by providing that any change in rights attached to a class of shares of the Company would require the passing of a special resolution at a separate general meeting of holders of shares of the relevant class;

  • (c) to conform with requirement under paragraph 17 of Appendix 3 to the Listing Rules, by providing that Shareholders may remove the independent auditors of the Company before expiration of its term by way of ordinary resolution;

  • (d) to conform with requirement under paragraph 18 of Appendix 3 to the Listing Rules, by clarifying that: (A) all Shareholders are entitled to appoint a proxy who need not necessarily be a Shareholder of the Company; and (B) that every Shareholder which is a corporation shall be entitled to appoint a representative to attend and vote at any general meeting of the Company and, where a corporation is so represented, it shall be treated as being present at any meeting in person; and

  • (e) to conform with requirement under paragraph 21 of Appendix 3 to the Listing Rules, by providing that a special resolution of the Company in connection with any proposed voluntary liquidation of the Company;

– 4 –

LETTER FROM THE BOARD

  • (ii) provide greater flexibility to Shareholders and Directors in relation to how meetings of the Company may be conducted, by providing that general meetings of the Company and meetings of the Board and its committees may be held through electronic means (i.e. through telephone, electronic or other communication facilities where persons participating in the meeting can communicate with each other simultaneously and instantaneously), or, for hybrid meetings to be held by compresence (i.e. physically and through electronic means in different places or venues):

  • (iii) update the scope of the delegated powers of the investment committee of the Company and the method for calculating net asset value for the purpose of aligning with the change in the Company’s current asset size and to conform with applicable accounting standards on valuation of financial assets; and

  • (iv) make certain housekeeping improvements to update, modernise or clarify provisions of the Articles where it is considered desirable and to better align the wording with the Listing Rules and the Companies Act of the Cayman Islands.

The Board considers that the Proposed Amendments would be in the interest of the Company and Shareholders as a whole as it would, inter alia :

  • (i) assist to ensure that the constitutional document of the Company comply with the relevant requirements of the Listing Rules which were updated following consultation on proposal of the Stock Exchange that were intended to enhance the listing regime for overseas issuers (in particular, in ensuring that all investors and shareholders of public companies are subject to the same level of protection);

  • (ii) provide flexibility for Board and general meetings of the Company to be conducted through hybrid or electronic means. In particular, the relevant Proposed Amendments is consistent with recommendations of the Joint Statement in relation to General Meetings in light of Prevention and Control of Disease (Prohibition on Group Gathering) Regulation published by the Securities and Futures Commission of Hong Kong and the Stock Exchange in light of legitimate COVID-19 safety concerns and public policy measures taken to combat the pandemic, and which encourage the use of multiple meeting rooms or venues linked by telecommunication facilities to reduce the headcount of a single venue. It is considered the provision of such flexibility is sensible; in particular, if certain Directors and/or Shareholders may have concerns with attending meetings physically in person, and/or where any of them has mild symptoms or doubts thereto but would still wish to participate in relevant decision making processes; and

– 5 –

LETTER FROM THE BOARD

  • (iii) align with the changes in net assets of the Company available for investment and update the scope of delegated powers of the investment committee of the Company taking into account investment restrictions under applicable rules as well as adopt updated valuation methodologies for the calculation of fair value of financial assets containing net asset value of the Company to conform with current applicable accounting standards.

Details of the Proposed Amendments are set out in the appendix to this circular. A special resolution will be proposed at the EGM to approve the Proposed Amendments and the adoption of the Amended M&A.

Save for the Proposed Amendments, the Amended M&A proposed to be adopted contain no other amendments.

The Amended M&A will be required to be registered with the Registrar of Companies in Hong Kong following the Proposed Amendments have been approved at the EGM.

The Company has received a confirmation from its Hong Kong legal advisers that the Proposed Amendments are in compliance with the applicable provision under the Listing Rules. The Company has further received a confirmation from its Cayman Island legal advisers that the Proposed Amendments to the Articles are in compliance with the applicable laws and regulations in the Cayman Islands.

3. EXTRAORDINARY GENERAL MEETING

Set out in pages 46 to 47 of this circular, is a notice to convene the EGM to consider and, if thought fit, approve, inter alia, the proposed adoption of the Amended M&A and the Proposed Amendments.

The EGM of the Company will be held at the Ball Room, 1/F, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Tuesday, 29 November 2022 at 10:00 a.m.. A form of proxy for use at the EGM is enclosed. Whether or not you intend to be present at the EGM, you are requested to complete the accompanying form of proxy and return it to the share registrar of the Company in Hong Kong, Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof if they so wish, and in such event, the form of proxy shall be deemed to be revoked.

In light of the uncertainties caused by COVID-19 and for the health and safety of Shareholders, Shareholders are strongly encouraged to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy and to return their proxy forms by the time specified above, instead of attending the EGM in person.

– 6 –

LETTER FROM THE BOARD

Subject to the development of COVID-19, the Company may be required to change the meeting arrangements for the EGM at short notice, and to issue further announcement(s) on such changes as and when appropriate. Shareholders are advised to check the website of the Company at http://shanghaigrowth.etnet.com.hk and HKEXnews at www.hkexnews.hk for further announcement(s) and update(s) on such arrangements and/or further special measures to be taken.

4. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the general meeting must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the EGM in accordance with Article 52 of the Articles. The results of the poll shall be deemed to be the resolution passed at the EGM and the poll results will be published on the website of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the website of the Company (http://shanghaigrowth.etnet.com.hk).

5. RECOMMENDATION

The Directors consider that the proposed adoption of the Amended M&A and the Proposed Amendments to the Articles are in the best interests of the Company and its Shareholders as a whole and so recommend that you vote in favour of the resolution to be proposed at the EGM.

Yours faithfully For and on behalf of the Board

SHANGHAI INTERNATIONAL SHANGHAI GROWTH INVESTMENT LIMITED ZHAO Tian

Executive Director

– 7 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

The details of the Proposed Amendments are as follows:

All reference to the term “Companies Law (Revised)” are replaced with the term “Companies Act (As Revised)”.

All references to the term “Companies Law” are replaced with the term “Companies Act”.

The amendments to the article provisions in the Articles are set forth as follows (shown with strikethrough to denote text to be deleted and underline to denote text to be added):

Article provision before amendments Article provision after amendments Article 2 Article 2 ... ... “Dividend” includes bonus. “Dividend” includes bonus. ... “Electronic Communication” means a communication sent, transmitted, conveyed or “Investment Manager” means any person, received by wired or wireless means, by firm, or corporation appointed by the radio, by optical means, by electronic means Company pursuant to Article 109(a)(i) and or by other electronic or magnetic means in for the time being acting as investment any form through any medium. manager for the Company and if at any time there is more than one such manager, any “Electronic Meeting” means a general reference in these Articles to the “Investment meeting held and conducted wholly and Manager” shall be deemed to refer to each of exclusively by virtual attendance and the managers so appointed. participation by Members and/or proxies by means of electronic facilities. ... ... “Hybrid Meeting” means a general meeting held and conducted by (i) physical attendance by Members and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by Members and/or proxies by means of electronic facilities. ... “Investment Manager” means any person, firm, or corporation appointed by the Company pursuant to Article 109(a)(i) and for the time being acting as investment manager for the Company and if at any time there is more than one such manager, any reference in these Articles to the “Investment Manager” shall be deemed to refer to each of the managers so appointed. ... “Meeting Location” has the meaning given to it in Article 51A.

– 8 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments

Article provision after amendments

... ... “signed” includes a signature or facsimile of “Physical Meeting” means a general meeting a signature affixed by mechanical means. held and conducted by physical attendance and participation by Members and/or proxies ... at the Principal Meeting Place and/or where applicable, one or more Meeting Locations. “Special Resolution” has the meaning ascribed thereto in section 60 of the “Principal Meeting Place” has the meaning Companies Law; and for this purpose the given to it in Article 43. requisite majority shall be not less than three-fourths of such members as, being ... entitled so to do, vote in person or, in the case of corporations, by their duly authorised “signed” includes a signature (whether representatives or, where proxies are allowed, handwritten or electronically) or facsimile of by proxy at a general meeting of which a signature affixed by mechanical means. notice specifying the intention to propose the resolution as a special resolution has been ... duly given; PROVIDED THAT, as permitted by section 60 of the Companies Law, a “Special Resolution” has the meaning special resolution may be approved in writing ascribed thereto in section 60 of the by all of the members entitled to vote at a Companies ~~Law A~~ ct;; and for this purpose the general meeting of the Company in one or requisite majority shall be not less than more instruments each signed by one or more three-fourths of such members as, being of such members, and the effective date of entitled so to do, vote in person or, in the the special resolution so adopted shall be the case of corporations, by their duly authorised date on which the instrument, or the last of representatives or, where proxies are allowed, such instruments (if more than one), is by proxy at a general meeting of which executed. notice the intention to the

“Special Resolution” has the meaning ascribed thereto in section 60 of the Companies ~~Law A~~ ct;; and for this purpose the requisite majority shall be not less than three-fourths of such members as, being entitled so to do, vote in person or, in the case of corporations, by their duly authorised representatives or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given; PROVIDED THAT, as permitted by section 60 of the Companies ~~Law A~~ ct, a special resolution may be approved in writing by all of the members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of such members, and the effective date of the special resolution so adopted shall be the date on which the instrument, or the last of such instruments (if more than one), is executed. ...

– 9 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments Article provision before amendments Article provision after amendments
References to a “meeting” shall not be taken as References to a “meeting” shall not be taken as
requiring more than one person to be present if requiring more than one person to be present if
any quorum requirement can be satisfied by one any quorum requirement can be satisfied by one
person. person.
References to a document (including, but not
without limitation, a resolution in writing) being
signed or executed include references to it being
signed or executed under hand or under seal or by
electronic
signature
or
by
Electronic
Communication or by any other method and
references to a “notice” or “document” include a
notice or document recorded or stored in any
digital, electronic, electrical, magnetic or other
retrievable form or medium and information in
visible form whether having physical substance or
not.
Reference to a meeting shall mean a meeting
convened and held in any manner permitted by
these Articles
and
any
Member
or
Director
attending and participating at a meeting by means
of electronic facilities shall be deemed to be
present at that meeting for all purposes of the
Statutes
and
these
Articles,
and
“attend”,
“participate”,
“attending”,
“participating”,
“attendance”
and
“participation”
shall
be
construed accordingly.
References to a person’s participation in a general
meeting
includes,
without
limitation,
and
as
relevant the right (including, in the case of a
corporation,
through
a
duly
authorised
representative) to speak or communicate, vote, be
represented by a proxy and have access in hard
copy or electronic means to all documents which
are required by the Statutes or these Articles to be
made available at the meeting, and “participate”
and
“participating”
in
a
meeting
shall
be
construed accordingly.
References
to
electronic
facilities
includes,
without limitation, a website address, a webinar, a
webcast, video or any other form of conference
call system (being a telephone, video, web or
otherwise)
by
mean
of
which
all
persons
participating
in
the
meeting
are
capable
of
hearing and being heard by each other.
No
provision
precludes
the
holding
and
conducting of a general meeting of the Company
in such a way that persons who are not present
together at the same place or places may by
electronic means attend and participate in it.

– 10 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments Article provision after amendments
Words denoting the singular shall include the
plural number and vice-versa.
Words importing the masculine gender shall
include the feminine gender.
Words
importing
persons
shall
include
corporations.
In these Articles, section 8 of the Electronic
Transactions
Law
(2003
Revision)
of
the
Cayman Islands shall not apply.		 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.
Words denoting the singular shall include the
plural number and vice-versa.
Words importing the masculine gender shall
include the feminine gender.
Words
importing
persons
shall
include
corporations.
In these Articles, ~~section~~sections 8 and 19(3)
of the Electronic Transactions ~~Law (2003~~
~~Revision)~~Act (as Revised) of the Cayman
Islands shall not apply.

Article 14

Article 14

  • (a) If at any time the capital of the Company is divided into different classes of shares, all or any of the rights for the time being attached to any class of shares for the time being issued (unless otherwise provided by the terms of the issue of the shares of that class or of these Articles) may, subject to the provisions of the Companies Law, be varied or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of such shares.

  • (a) If at any time the capital of the Company is divided into different classes of shares, all or any of the rights for the time being attached to any class of shares for the time being issued (unless otherwise provided by the terms of the issue of the shares of that class or of these Articles) may, subject to the provisions of the Companies ~~Law A~~ ct, be varied or abrogated ~~either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or~~ with the sanction of a Special Resolution passed at a separate general meeting of the holders of such shares.

– 11 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments

Article provision after amendments

  • (b) To any such separate general meeting all the (b) To any such separate general meeting all the provisions of these Articles as to general provisions of these Articles as to general meetings of the Company shall mutatis meetings of the Company shall mutatis mutandis apply, but so that the necessary mutandis apply, but so that the necessary quorum for the purposes of any such quorum for the purposes of any such separate meeting and of any adjournment separate meeting and of any adjournment thereof shall be a person or persons together thereof shall be a person or persons together holding (or representing by proxy) at the holding (or representing by proxy) at the date of the relevant meeting not less than date of the relevant meeting not less than one-third in nominal value of the issued one-third ~~in nominal value~~ of the issued shares of the class and that any Member shares of the class and that any Member holding shares of that class present in holding shares of that class present in person or by proxy may demand a poll. person or by proxy may demand a poll.

Article 41

Article 41

  • (a) The Company shall in each year commencing in 1994 hold a general meeting as its Annual General Meeting in addition to any other general meeting in that year and shall specify the meeting as such in the notices calling it. The Annual General Meeting shall be held at such time and place as the Board shall appoint. Not more than fifteen months shall elapse between the date of one Annual General Meeting and that of the next.

  • (a) ~~The Company shall in each year commencing in 1994 hold a general meeting as its Annual General Meeting in addition to any other general meeting in that year and shall specify the meeting as such in the notices calling it. The Annual General Meeting shall be held at such time and place as the Board shall appoint. Not more than fifteen months shall elapse between the date of one Annual General Meeting and that of the next.~~ The Company shall hold a general meeting for each financial year as its annual general meeting and such annual general meeting shall be held within six months (or such longer period as the Hong Kong Stock Exchange may authorize) after the end of its financial year.

– 12 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

  • Article provision before amendments Article provision after amendments (b) All general meetings other than Annual (b) All general meetings other than ~~Annual~~ General Meetings shall be called ~~General Meetings~~ annual general meetings extraordinary general meetings. shall be called extraordinary general meetings. All general meetings (including an annual general meeting, any adjourned meeting or postponed meeting) may be held by way of a Physical Meeting in any part of the world and at one or more locations as provided in Article 51A or by way of an Electronic Meeting or by way of a Hybrid Meeting, as may be determined by the Board in its absolute discretion.

Article 42

Article 42

  • (a) The Board may whenever it thinks fit, and it (a) The Board may whenever it thinks fit, and it shall on the requisition of Members of the shall on the requisition of one or more Company holding at the date of the deposit Members of the Company holding together, of the requisition not less than one-tenth of at the date of the deposit of the requisition, such of the paid-up capital of the Company shares representing not less than one-tenth as at the date of the deposit carries the right of ~~such of the paid-up capital~~ the voting of voting at general meetings of the rights, on a one vote per share basis, of the Company or on the requisition of any one Company ~~as at the date of the deposit~~ Member which is a clearing house, proceed ~~carries~~ which carry the right of voting at to convene a general meeting of the general meetings of the Compan ~~y or on the~~ Company. ~~requisition of any one Member which is a clearing house~~ , proceed to convene a

  • ... general meeting of the Company. Such Member shall be entitled to convene an extraordinary general meeting and add resolutions to a meeting agenda.

  • ...

– 13 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments Article 43

At least twenty-one days’ notice in writing shall be given of an Annual General Meeting or any extraordinary general meeting at which a special resolution is to be proposed and at least fourteen days’ notice in writing shall be given of any other extraordinary general meeting. Every notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the time, place and agenda of the meeting (and in the case of an Annual General meeting, that it is an Annual General Meeting and in the case of the proposed passing of a Special Resolution, that such proposed resolution is intended to be passed as a Special Resolution) and in the case of special business, the general nature of that business and shall be given in manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company to all Members other than such as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, and also to the Auditors PROVIDED that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of Article 35 have been complied with, be deemed to have been duly convened if it is so agreed:

  • (a) in the case of a general meeting called as an Annual General Meeting by all the Members entitled to attend and vote thereat or their proxies; and

Article provision after amendments Article 43

At least twenty-one days’ notice in writing shall be given of an ~~Annual General Meeting or any extraordinary~~ annual general meeting ~~at which a special resolution is to be proposed~~ and at least fourteen days’ notice in writing shall be given of any other ~~extraordinary~~ general meeting. Every notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify ~~the time, place and agenda of the meeting (and in the case of an Annual General meeting, that it is an Annual General Meeting~~ (a) the time and date of the meeting, (b) except in the case of an Electronic Meeting, the place of the meeting and if there is more than one Meeting Location as determined by the Board pursuant to Article 51A, the principal place of the meeting (the “Principal Meeting Place”), (c) if the general meeting is to be an Electronic or a Hybrid Meeting, the notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) the agenda of the meeting (and in the case of an annual general meeting, that it is an annual general meeting and in the case of the proposed passing of a Special Resolution, that such proposed resolution is intended to be passed as a Special Resolution) and in the case of special business, the general nature of that business and shall be given in manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company to all Members other than such as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, and also to the Auditors PROVIDED that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of Article 35 have been complied with, be deemed to have been duly convened if it is so agreed:

(a) in the case of a general meeting called as an ~~Annual General Meeting~~ annual general meeting by all the Members entitled to attend, speak and vote thereat or their proxies; and

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments Article provision before amendments Article provision after amendments Article provision after amendments
(b) in the case of any other general meeting (b) in the case of any other general meeting
by a majority in number of the Members by a majority in number of the Members
having a right to attend and vote at the having a right to attend, speak and vote
meeting,
being
a
majority
together		 at the meeting, being a majority together
holding not less than ninety-five per holding not less than ninety-five per
cent. (95%) in nominal value of the cent. (95%) in nominal value of the
Shares giving that right. Shares giving that right.
Article 44 Article 44
All business shall be deemed special that is All business shall be deemed special that is
transacted
at
an
extraordinary
general		 transacted
at
an
extraordinary
general
meeting
and
also
all
business
that
is		 meeting
and
also
all
business
that
is
transacted at an annual general meeting with transacted at an annual general meeting with
the exception of the following, which shall be the exception of the following, which shall be
ordinary business:- ordinary business:-
... ...
(d) the appointment of auditors; (d) the appointment, removal and remuneration
of auditors;
...
...
Article 45 Article 45
(a) The accidental omission to send a form (a) The accidental omission to send a form
of proxy or give notice of a general of proxy or give notice of a general
meeting to, or the non-receipt of a form meeting to, or the non-receipt of a form
of proxy or notice of a meeting by any of proxy or notice of a meeting by any
person entitled to receive notice shall person entitled to receive notice shall
not invalidate the proceedings of that not invalidate the proceedings of that
meeting. meeting.
  • (b) Every notice of a general meeting shall (b) Every notice of a general meeting shall state with reasonable prominence that a state with reasonable prominence that a Member entitled to attend and vote is Member entitled to attend and vote is entitled to appoint a proxy to attend and entitled to appoint a proxy to attend and on a poll to vote thereat instead of him ~~on a poll to~~ vote thereat instead of him and that a proxy need not be a Member. and that a proxy need not be a Member.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments Article provision after amendments Article 48 Article 48 If within half an hour from the time If within half an hour from the time appointed for the meeting a quorum is not appointed for the meeting a quorum is not present, the meeting, if convened upon the present, the meeting, if convened upon the requisition of Members, shall be dissolved requisition of Members, shall be dissolved and in any other case it shall stand adjourned and in any other case it shall stand adjourned to the same day in the next week at the same to the same day in the next week at the same time and place or to such other time or such time and (where applicable) same place(s) or other place as the directors may determine to such other time (where applicable) or such and if at the adjourned meeting a quorum is other place(s) and in such form and manner not present within half an hour from the time referred to in Article 41(b) as the ~~directors~~ appointed for the meeting the Members Directors may determine and if at the present shall be a quorum. adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum. Article 49 Article 49 The chairman, if any, of the Board of The chairman, if any, of the Board ~~of~~ Directors shall preside as chairman at every ~~Directors~~ shall preside as chairman at every general meeting of the Company, or if there general meeting of the Company, or if there is no such Chairman, or if he shall not be is no such ~~Chairman~~ chairman, or if he shall present within fifteen minutes after the time not be present within fifteen minutes after the appointed for the holding of the meeting, or time appointed for the holding of the is unwilling to act, the Board present shall meeting, or is unwilling to act, the Board elect one of their number to be Chairman of present shall elect one of their number to be the meeting. ~~Chairman~~ chairman of the meeting. Article 50 Article 50 If at any general meeting no Director is If at any general meeting no Director is willing to act as Chairman or if no Director willing to act as ~~Chairman~~ chairman or if no is present within fifteen minutes after the Director is present within fifteen minutes time appointed for holding the meeting the after the time appointed for holding the Members present shall choose one of their meeting the Members present shall choose number to be Chairman of the meeting. one of their number to be ~~Chairman~~ chairman of the meeting.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments Article provision after amendments Article 51 Article 51 The Chairman may, with the consent of any Subject to Article 51C, the general meeting duly constituted hereunder, chairman ~~Chairman~~ may, with the consent of and shall if so directed by the meeting, any general meeting duly constituted adjourn the meeting from time to time and hereunder, and shall if so directed by the from place to place, but no business shall be meeting, adjourn the meeting from time to transacted at any adjourned meeting other time ~~and from place to place~~ (or indefinitely) than the business left unfinished at the and/or from place to place(s) and/or from one meeting from which the adjournment took form to another (a Physical Meeting, an place. When a general meeting is adjourned Electronic Meeting or a Hybrid Meeting) as for three months or more, notice of the the meeting shall determine, but no business adjourned meeting shall be given as in the shall be transacted at any adjourned meeting case of an original meeting; save as aforesaid other than the business left unfinished at the it shall not be necessary to give any notice of meeting from which the adjournment took an adjournment or of the business to be place. When a general meeting is adjourned transacted at an adjourned general meeting. for three months or more, notice of the adjourned meeting shall be given as in the case of an original meeting; save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned general meeting.

N/A

Article 51A
(a)
The
Board
may,
at
its
absolute
discretion, arrange for persons entitled
to attend a general meeting to do so by
simultaneous
attendance
and
participation
by
means
of
electronic
facilities at such location or locations
(“Meeting Location(s)”) determined by
the Board in its absolute discretion. Any
Member
or
any
proxy
attending
and
participating
in
such
way
or
any
Member
or
proxy
attending
and
participating in an Electronic Meeting or
a
Hybrid
Meeting
by
means
of
electronic
facilities
is
deemed
to
be
present at and shall be counted in the
quorum of the meeting.		 Article 51A
(a)
The
Board
may,
at
its
absolute
discretion, arrange for persons entitled
to attend a general meeting to do so by
simultaneous
attendance
and
participation
by
means
of
electronic
facilities at such location or locations
(“Meeting Location(s)”) determined by
the Board in its absolute discretion. Any
Member
or
any
proxy
attending
and
participating
in
such
way
or
any
Member
or
proxy
attending
and
participating in an Electronic Meeting or
a
Hybrid
Meeting
by
means
of
electronic
facilities
is
deemed
to
be
present at and shall be counted in the
quorum of the meeting.
(a)
discretion, arrange for persons entitled
to attend a general meeting to do so by
simultaneous
attendance
and
participation
by
means
of
electronic
facilities at such location or locations
(“Meeting Location(s)”) determined by
the Board in its absolute discretion. Any
Member
or
any
proxy
attending
and
participating
in
such
way
or
any
Member
or
proxy
attending
and
participating in an Electronic Meeting or
a
Hybrid
Meeting
by
means
of
electronic
facilities
is
deemed
to
be
present at and shall be counted in the
quorum of the meeting.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

**Article ** **provision ** **before ** amendments Article provision after amendments Article provision after amendments Article provision after amendments Article provision after amendments
(b) All general meetings are subject to the
following
and,
where
appropriate,
all
references to a “Member” or “Members”
in this sub-paragraph (b) shall include a
proxy or proxies respectively:
(i) where
a
Member
is
attending
a
Meeting
Location
and/or
in
the
case
of
a
Hybrid
Meeting,
the
meeting shall be treated as having
commenced if it has commenced at
the Principal Meeting Place;
(ii) Members present in person or by
proxy at a Meeting Location and/or
Members
attending
and
participating
in
an
Electronic
Meeting or a Hybrid Meeting by
means of electronic facilities shall
be counted in the quorum for and
entitled to vote at the meeting in
question, and that meeting shall be
duly
constituted
and
its
proceedings valid provided that the
chairman of the meeting is satisfied
that adequate electronic facilities
are
available
throughout
the
meeting to ensure that Members at
all
Meeting
Locations
and
Members
participating
in
an
Electronic
Meeting
or
a
Hybrid
Meeting
by
means
of
electronic
facilities are able to participate in
the business for which the meeting
has been convened;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

**Article ** **provision ** **before ** amendments amendments Article provision after amendments Article provision after amendments
(iii) 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
thereat
or
any
action
taken
pursuant
to
such
business
provided that there is a quorum
present
throughout
the
meeting;
and
(iv) if any of the Meeting Locations is
not in the same jurisdiction as the
Principal Meeting Place and/or in
the case of a Hybrid Meeting, the
provisions
of
these
Articles
concerning the service and giving
of notice for the meeting, and the
time
for
lodging
proxies,
shall
apply by reference to the Principal
Meeting Place; and in the case of
an Electronic Meeting, the time for
lodging proxies shall be as stated
in the notice for the meeting.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

**Article ** **Article ** **provision ** **before ** amendments Article provision after amendments
N/A Article 51B
The Board and, at any general meeting, the
chairman of the meeting, may from time to
time
make
arrangements
for
managing
attendance and/or participation and/or voting
at the Principal Meeting Place and/or any
Meeting Location(s) and/or participation in
an Electronic Meeting or a Hybrid Meeting
by means of electronic facilities (whether
involving the issue of tickets or some other
means of identification, hyperlinks, passcode,
seat
reservation,
electronic
voting
or
otherwise)
as
it
shall
in
its
absolute
discretion
consider
appropriate,
and
may
from time to time change such arrangements,
provided that a Member who, pursuant to
such arrangements, is not entitled to attend,
in
person
or
by
proxy,
at
any
Meeting
Location shall be entitled so to attend at one
of
the
other
Meeting
Locations;
and
entitlement of any Members so to attend the
meeting or adjourned meeting or postponed
meeting at such Meeting Location or Meeting
Locations
shall
be
subject
to
any
such
arrangement as may be for the time being in
force and by notice of meeting or adjourned
meeting or postponed meeting stated to apply
to the meeting.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

**Article ** **provision ** **before ** amendments amendments Article provision after amendments
N/A Article 51C
If it appears to the chairman of the meeting that:
(a)
the
electronic
facilities
at
the
Principal
Meeting Place or at such other Meeting
Location(s) at which the meeting may be
attended have become inadequate for the
purposes referred to in Article 51A(a) or are
otherwise not sufficient to allow the meeting
to be conducted substantially in accordance
with the provisions set out in the notice of
the meeting;
(b)
in the case of an Electronic Meeting or a
Hybrid Meeting, electronic facilities being
made
available
by
the
Company
have
become inadequate;
(c)
it is not possible to ascertain the views of
those present or to give all persons entitled
to
do
so
a
reasonable
opportunity
to
communicate and/or vote at the meeting; or
(d)
there
is
violence
or
the
threat
of
violence,
unruly
behaviour
or
other
disruption occurring at the meeting or it
is not possible to secure the proper and
orderly conduct of the meeting;
then, without prejudice to any other power
which the chairman of the meeting may have
under these Articles or at common law, the
chairman may, at his/her absolute discretion,
without the consent of anyone else present at
the meeting, and before or after the meeting
has started and irrespective of whether a
quorum is present, interrupt or adjourn the
meeting (including adjournment for indefinite
period).
All
business
conducted
at
the
meeting up to the time of such adjournment
shall be valid.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

**Article ** **provision ** **provision ** **before ** amendments amendments Article provision after amendments
N/A Article 51D
The Board and, at any general meeting, the
chairman
of
the
meeting
may
make
any
arrangement and impose any requirement or
restriction which the Board or the chairman
of the meeting, as the case may be, considers
appropriate to ensure the security and orderly
conduct
of
a
meeting
(including,
without
limitation,
requirements
for
evidence
of
identity to be produced by those attending the
meeting,
the
searching
of
their
personal
property and the restriction of items that may
be taken into the meeting place, determining
the number and frequency of and the time
allowed for questions that may be raised at a
meeting). Members shall also comply with all
requirements or restrictions imposed by the
owner of the premises at which the meeting
is held. Any decision made under this Article
shall be final and conclusive and a person
who
refuses
to
comply
with
any
such
arrangements,
requirements
or
restrictions
may
be
refused
entry
to
the
meeting
or
ejected (physically or electronically) from the
meeting.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

**Article ** **provision ** **before ** amendments amendments Article provision after amendments
N/A Article 51E
If, after the sending of notice of a general
meeting but before the meeting is held, or
after the adjournment of a meeting but before
the adjourned meeting is held (whether or not
notice of the adjourned meeting is required),
the Board, in its absolute discretion, consider
that
it
is
inappropriate,
impracticable,
unreasonable or undesirable for any reason to
hold the general meeting on the date or at the
time
or
place
or
by
means
of
electronic
facilities specified in the notice calling the
meeting,
it
may
change
or
postpone
the
meeting to another date, time and/or place
and/or change the electronic facilities and/or
change the form of the meeting (a Physical
Meeting, an Electronic Meeting or a Hybrid
Meeting)
without
approval
from
the
Members. Without prejudice to the generality
of the foregoing, the Board shall have the
power to provide in every notice calling a
general meeting the circumstances in which a
postponement of the relevant general meeting
may
occur
automatically
without
further
notice, including without limitation, where a
gale
warning,
rainstorm
warning,
extreme
weather conditions or other similar event is
in force at any time on the day of the
meeting. This Article shall be subject to the
following:
(a)
when a meeting is so postponed, the
Company
shall
endeavour
to
post
a
notice
of
such
postponement
on
the
Company’s
website
as
soon
as
practicable (provided that failure to post
such
a
notice
shall
not
affect
the
automatic postponement of a meeting);
(b)
when only the form of the meeting or
electronic
facilities
specified
in
the
notice
are
changed,
the
Board
shall
notify the Members of details of such
change in such manner as the Board
may determine;

– 23 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

**Article ** **provision ** **before ** amendments amendments Article provision after amendments Article provision after amendments
(c) when a meeting is postponed or changed
in accordance with this Article, subject
to and without prejudice to Article 51,
unless already specified in the original
notice of the meeting, the Board shall
fix the date, time, place (if applicable),
electronic facilities (if applicable) and
form of the meeting (if applicable) for
the
postponed
or
changed
meeting,
specify
the
date
and
time
by
which
proxies must be submitted in order to be
valid
at
such
postponed
or
changed
meeting
(provided
that
any
proxy
submitted for the original meeting shall
continue to be valid for the changed or
postponed
meeting
unless
revoked
or
replaced by a new proxy), and shall give
the Members reasonable notice (given
the circumstances) of such details in
such
manner
as
the
Board
may
determine; and
(d) notice of the business to be transacted at
the postponed or changed meeting shall
not
be
required,
nor
shall
any
accompanying documents be required to
be
recirculated,
provided
that
the
business
to
be
transacted
at
the
postponed or changed meeting is the
same as that set out in the original
notice of general meeting circulated to
the Members.
N/A Article 51F
All persons seeking to attend and participate
in an Electronic Meeting or a Hybrid Meeting
shall be responsible for maintaining adequate
facilities to enable them to do so. Subject to
Article 51C, any inability of a person or
persons to attend or participate in a general
meeting by way of electronic facilities shall
not invalidate
the
proceedings
of
and/or
resolutions passed at that meeting.

– 24 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments Article provision after amendments N/A Article 51G Without prejudice to the provisions in Articles 51 to 51F, a Physical Meeting may also be held by means of any telephone, electronic or other communication facilities which permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such meeting shall constitute presence in person at that meeting. Article 53 Article 53 Unless a poll be so demanded or required Unless a poll be so demanded or required under the Listing Rules, a declaration by the under the Listing Rules, a declaration by the Chairman that a resolution has on a show of ~~Chairman~~ chairman that a resolution has on a hands been carried, or carried unanimously, show of hands been carried, or carried or by a particular majority, or lost, and an unanimously, or by a particular majority, or entry to that effect in the Company’s Minute lost, and an entry to that effect in the Book containing the Minutes of the Company’s Minute Book containing the proceedings of the meeting shall be Minutes of the proceedings of the meeting conclusive evidence of that fact without shall be conclusive evidence of that fact proof of the number or proportion of the without proof of the number or proportion of votes recorded in favour of or against such the votes recorded in favour of or against resolution. such resolution. Article 55 Article 55 Except as provided in Article 57, if a poll is Except as provided in Article 57, if a poll is duly demanded it shall be taken in such duly demanded it shall be taken in such manner as the Chairman directs (and he may manner as the ~~Chairman~~ chairman directs (and appoint scrutineers who need not be he may appoint scrutineers who need not be Members) and the result of the poll shall be Members) and the result of the poll shall be deemed to be the resolution of the general deemed to be the resolution of the general meeting at which the poll was demanded. meeting at which the poll was demanded. Article 56 Article 56 In the case of an equality of votes, whether In the case of an equality of votes, whether on a show of hands or on a poll, the on a show of hands or on a poll, the Chairman of the general meeting at which the ~~Chairman~~ chairman of the general meeting at show of hands takes place or at which the which the show of hands takes place or at poll is demanded, shall be entitled to a which the poll is demanded, shall be entitled second or casting vote. to a second or casting vote.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments Article provision after amendments Article 57 Article 57 A poll demanded on the election of a A poll demanded on the election of a Chairman or on a question of adjournment ~~Chairman~~ chairman or on a question of shall be taken forthwith. A poll demanded on adjournment shall be taken forthwith. A poll any other question shall be taken at such time demanded on any other question shall be as the Chairman of the general meeting taken at such time as the ~~Chairman~~ chairman directs and any business other than that upon of the general meeting directs and any which a poll has been demanded or is business other than that upon which a poll contingent thereon may be proceeded with has been demanded or is contingent thereon pending the taking of the poll. may be proceeded with pending the taking of the poll. Article 59 Article 59

Subject to the provisions of Article 141 and to any special rights, privileges or restrictions for the time being attached to any class or classes of shares at a general meeting on a show of hands every Member of record present in person (or, in the case of a Member being a corporation by its duly authorised representative) shall have one vote and on a poll every Member of record present in person (or, in the case of a Member being a corporation by its duly authorised representative) or by proxy shall have one vote for each share registered in his name in the register.

Notwithstanding any provisions of these Articles to the contrary, where any Member is, under the Listing Rules, required to abstain from voting for or against any particular resolution or restricted to voting for or against any particular resolutions, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

Subject to the provisions of Article 141 and to any special rights, privileges or restrictions for the time being attached to any class or classes of shares at a general meeting on a show of hands every Member of record present in person (or, in the case of a Member being a corporation by its duly authorised representative) or by proxy shall have one vote and the right to speak, and on a poll every Member of record present in person (or, in the case of a Member being a corporation by its duly authorised representative) or by proxy shall have one vote for each share registered in his name in the register and the right to speak. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine.

Notwithstanding any provisions of these Articles to the contrary, where any Member is, under the Listing Rules, required to abstain from voting for or against any particular resolution or restricted to voting for or against any particular resolutions, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

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

– 26 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments

Article 63

No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at such general meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the general meeting whose decision shall be final and conclusive.

Article 69

The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the Registered Office (or at such other place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than forty-eight hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid provided always that the Chairman of the Meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex or cable or facsimile confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date specified in it as the date of its execution. Delivery of any instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting or poll concerned.

Article provision after amendments

Article 63

No objection shall be raised to the qualification of any voter except at the general meeting or adjourned or postponed general meeting at which the vote objected to is given or tendered and every vote not disallowed at such general meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the ~~Chairman~~ chairman of the general meeting whose decision shall be final and conclusive.

Article 69

The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the Registered Office (or at such other place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) not less than forty-eight hours before the time appointed for holding the meeting or adjourned or postponed meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned or postponed meeting, not less than forty-eight hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid provided always that the ~~Chairman~~ chairman of the ~~Meeting~~ meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex or cable or facsimile confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date specified in it as the date of its execution. Delivery of any instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting or poll concerned.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments Article 70

A vote given or poll demanded in accordance with the terms of an instrument of proxy or appointment of the authorised representative of a corporation shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or prior determination of the authority of the person voting or demanding a poll, or the transfer of the share in respect of which the proxy or authority is given provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the Registered Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) one hour at least before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll not taken on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.

Article provision after amendments

Article 70

A vote given or poll demanded in accordance with the terms of an instrument of proxy or appointment of the authorised representative of a corporation shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or prior determination of the authority of the person voting or demanding a poll, or the transfer of the share in respect of which the proxy or authority is given provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the Registered Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) one hour at least before the commencement of the meeting or adjourned or postponed meeting at which the vote is given or the poll demanded or (in the case of a poll not taken on the same day as the meeting or adjourned or postponed meeting) the time appointed for taking the poll.

– 28 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments Article 71A

Where any recognised clearing house (within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) or its nominee(s) is a Member or Warrantholder, it may authorise such person or persons as it thinks fit to act as its proxy(ies) or representative(s) at any general meeting of the Company or any meeting of any class of Members and/or Warrantholders, provided that, if more than one person is so authorised, the authorisation or proxy form shall specify the number and class of shares and/or Warrants in respect of which each such person is so authorised. The person so authorised will be deemed to have been duly authorised without the need of producing any documents of title, notarised authorisation and/or further evidence for substantiating the fact that it is duly authorised. A person so authorised shall be entitled to exercise the same rights and powers on behalf of the recognised clearing house (or its nominee(s)) which he represents as that clearing house (or its nominee(s)) could exercise if such person were an individual Member and/or Warrantholder of the Company, holding the number and class of shares and/or Warrants specified in such authorisation.

Article provision after amendments Article 71A

Where any recognised clearing house (within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) or its nominee(s) is a Member or Warrantholder, it may ~~authorise~~ appoint such person or persons as it thinks fit to act as its proxy(ies) or representative(s) at any general meeting of the Company or any meeting of any class of Members and/or Warrantholders or any creditors meetings of the Company, provided that, if more than one person is so ~~authorised~~ appointed, the ~~authorisation~~ appointment or proxy form shall specify the number and class of shares and/or Warrants in respect of which each such person is so ~~authorised~~ appointed. The person so ~~authorised~~ appointed will be deemed to have been duly ~~authorised~~ appointed without the need of producing any documents of title, notarised authorisation and/or further evidence for substantiating the fact that it is duly ~~authorised~~ appointed. A person so ~~authorised~~ appointed shall be entitled to exercise the same rights and powers on behalf of the recognised clearing house (or its nominee(s)) which he represents as that clearing house (or its nominee(s)) could exercise if such person were an individual Member and/or Warrantholder of the Company, holding the number and class of shares and/or Warrants specified in such ~~authorisation~~ appointment, including the right to speak and vote.

– 29 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

  • Article provision before amendments Article provision after amendments Article 79 Article 79 ... ... (e) The Board shall cause minutes to be (e) The Board shall cause minutes to be made up and kept in books provided for made up and kept in books provided for the purpose:the purpose:(i) of all appointments of officers (i) of all appointments of officers made by the Board; made by the Board;

  • (ii) of the names of the Board present (ii) of the names of the Board present at each meeting of the Board and at each meeting of the Board and of any committee of the Board; of any committee of the Board;

  • (iii) of all resolutions and proceedings (iii) of all resolutions and proceedings at all meetings of the Company and at all meetings of the Company and of the holders of any class of of the holders of any class of shares in the Company and of the shares in the Company and of the Board and of committees of the Board and of committees of the Board. Board.

  • Any such minutes, if purporting to be Any such minutes, if purporting to be signed by the chairman of the meeting signed by the chairman of the meeting to which they relate or of the meeting at to which they relate or of the meeting at which they are read, shall be sufficient which they are read, shall be sufficient evidence without any further proof of evidence without any further proof of the facts therein stated. the facts therein stated. Any signature of the chairman to any minutes of such meetings of the Company may be made electronically, and such minutes bearing the electronic signature of the chairman shall be as valid and effectual as if it were bearing the handwritten signature of the chairman of the meeting.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments

Article 82

The Board may meet together in any part of the world for the despatch of business, convening, adjourning and otherwise regulating their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes of the Directors and alternates of the Directors (“alternate Directors”) appointed pursuant to Article 108 present at a meeting at which there is a quorum, the vote of an alternate Director not being counted if his appointor be present at such meeting. In case of an equality of votes, the Chairman shall have a second or casting vote.

Article 83

A Director or alternate Director may, and the Secretary on the requisition of a Director or alternate Director shall at any time summon a meeting of the Board by at least 24 hours’ notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held and PROVIDED FURTHER if notice is given in person, by cable, telex or telecopy the same shall be deemed to have been given on the day it is delivered to the Directors or transmitting organisation as the case may be.

Article 86

The Board may from time to time elect a Chairman of the Board and determine the period for which he is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the same, the Board present may choose one of their number to be Chairman of the meeting.

Article provision after amendments

Article 82

The Board may meet together in any part of the world for the despatch of business, convening, adjourning and otherwise regulating their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes of the Directors and alternates of the Directors (“alternate Directors”) appointed pursuant to Article 108 present at a meeting at which there is a quorum, the vote of an alternate Director not being counted if his appointor be present at such meeting. In case of an equality of votes, the ~~Chairman~~ chairman shall have a second or casting vote.

Article 83

A Director or alternate Director may, and the Secretary on the requisition of a Director or alternate Director shall at any time summon a meeting of the Board by at least 24 hours’ notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held and PROVIDED FURTHER if notice is given in person, by cable, telex or telecopy or by electronic means the same shall be deemed to have been given on the day it is delivered to the Directors or transmitting organisation as the case may be.

Article 86

The Board may from time to time elect a ~~Chairman~~ chairman of the Board and determine the period for which he is to hold office; but if no such ~~Chairman~~ chairman is elected, or if at any meeting the ~~Chairman~~ chairman is not present within five minutes after the time appointed for holding the same, the Board present may choose one of their number to be ~~Chairman~~ chairman of the meeting.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

**Article ** **provision ** **before ** amendments Article provision after amendments
Article 88 Article 88

A committee may meet and adjourn as it thinks proper. Questions arising at any meeting of the Committee shall be determined by a majority of votes of the Board present, and in the case of an equality of votes the Chairman shall have a second or casting vote. Article 90

A committee may meet and adjourn as it thinks proper. Questions arising at any meeting of the Committee shall be determined by a majority of votes of the Board present, and in the case of an equality of votes the ~~Chairman~~ chairman shall have a second or casting vote. Article 90

Members of the Board or of any Committee thereof may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. A resolution in writing (in one or more counterparts), signed by all the Board for the time being (provided that number is sufficient to constitute a quorum) or all the members of a committee of the Board (provided that number is sufficient to constitute a quorum) (an alternate Director being entitled to sign such resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Board or committee as the case may be duly convened and held.

Members of the Board or of any Committee thereof may participate in a meeting of the Board or of such committee by means of ~~conference~~ such telephone, electronic or ~~similar communications equipment~~ other communication facilities by means of which all persons participating in the meeting can ~~hear~~ communicate with each other simultaneously and instantaneously, and participation in ~~a~~ such meeting ~~pursuant to this provision~~ shall constitute presence in person at such meeting. A resolution in writing (in one or more counterparts), signed by all the Board for the time being (provided that number is sufficient to constitute a quorum) or all the members of a committee of the Board (provided that number is sufficient to constitute a quorum) (an alternate Director being entitled to sign such resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Board or committee as the case may be duly convened and held.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments

Article 91

A Director may be represented at any meeting of the Board (or of any committee of the Board) by a proxy appointed by him in which event the presence or vote of the proxy shall for all purposes be deemed to be that of the Director. A proxy need not himself be a Director and the provisions of Articles 66 to 70 shall apply (mutatis mutandis) to the appointment of proxies by Directors, save that an instrument appointing a proxy shall not become invalid after the expiration of twelve months from its date of execution but shall remain valid for such period as the instrument shall provide, or if no provision is made in the instrument, until revoked in writing.

Article 93

Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board) and shall then be eligible for re-election at the meeting by ordinary resolution provided that any Director who so retires shall not be taken into account in determining which particular Director or the number of Directors to retire by rotation at such meeting in case he/she retires at an annual general meeting.

Article 95

The Company may by Ordinary Resolution at any time remove any Director (including a managing or other executive director but without prejudice to any claim for damages under any contract) and may by Ordinary Resolution appoint another person in this place.

Article provision after amendments

Article 91

A Director may be represented at any meeting of the Board (or of any committee of the Board) by a proxy appointed by him in which event the presence or vote of the proxy shall for all purposes be deemed to be that of the Director. A proxy need not himself be a Director nor be the chairman of the Board and the provisions of Articles 66 to 70 shall apply (mutatis mutandis) to the appointment of proxies by Directors, save that an instrument appointing a proxy shall not become invalid after the expiration of twelve months from its date of execution but shall remain valid for such period as the instrument shall provide, or if no provision is made in the instrument, until revoked in writing.

Article 93

Any Director ~~so~~ appointed by the Board shall hold office only until the ~~next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following~~ first annual general meeting of the Company ~~(in the case of an addition to the Board)~~ after his appointment and shall then be eligible for re-election at the meeting by ordinary resolution provided that any Director who so retires shall not be taken into account in determining which particular Director or the number of Directors to retire by rotation at such meeting in case he/she retires at an annual general meeting.

Article 95

The ~~CompanyM~~ embers in general meeting may by Ordinary Resolution at any time remove any Director (including a managing or other executive director but without prejudice to any claim for damages under any contract) before the expiration of his term of office and may by Ordinary Resolution appoint another person in this place.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

  • Article provision before amendments Article provision after amendments Article 98 Article 98 ... ... (b) At each Annual General Meeting (b) At each ~~Annual General Meeting~~ annual one-third of the Directors for the time general meeting one-third of the being, (or, if their number is not three or Directors for the time being, (or, if their a multiple of three, the number nearest number is not three or a multiple of to but not less than one-third) shall three, the number nearest to but not less retire from office by rotation provided than one-third) shall retire from office that every Director, including those by rotation provided that every Director, appointed for a specific term or holding including those appointed for a specific the office of Managing Director, Joint term or holding the office of Managing Managing Director or Deputy Managing Director, Joint Managing Director or Director, shall be subject to retirement Deputy Managing Director, shall be by rotation at least once every three subject to retirement by rotation at least years or such other period as the once every three years or such other Recognised Stock Exchange may from period as the Recognised Stock time to time prescribe. Exchange may from time to time prescribe.

  • ... ...

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments Article provision before amendments Article provision before amendments Article provision after amendments Article provision after amendments Article provision after amendments Article provision after amendments
Article 107 Article 107
... ...
(f) Notwithstanding any provisions in these (f) Notwithstanding any provisions in these
Articles to the contrary, a Director shall Articles to the contrary, a Director shall
not be entitled to vote on (nor shall be not be entitled to vote on (nor shall be
counted in the quorum in relation to) counted in the quorum in relation to)
any resolution of the Board in respect of any resolution of the Board in respect of
any contract or arrangement or any other any contract or arrangement or any other
proposal whatsoever in which he or any proposal whatsoever in which he or any
of
his		 Associates
has
any
material		 of
his		 Associates
has
any
material
interest, and if he shall do so his vote interest, and if he shall do so his vote
shall not be counted (nor shall he be shall not be counted (nor shall he be
counted in
the
quorum
for
the		 counted in
the
quorum
for
the
resolution), but this prohibition shall not resolution), but this prohibition shall not
apply to any of the following matters, apply to any of the following matters,
namely: namely:
(i)
the		 giving
of
any
security
or		 (i)
the		 giving
of
any
security
or
indemnity either: indemnity either:
(aa) to the Director or any of his (aa) to the Director or any of his
Associates
in
respect
of		 Associates
in
respect
of
money
lent
or
obligations		 money
lent
or
obligations
incurred or undertaken by him incurred or undertaken by him
or any of them at the request or any of them at the request
of or for the benefit of the of or for the benefit of the
Company
or
any
of
its		 Company
or
any
of
its
subsidiaries; or subsidiaries; or
(bb) to
a
third
party
in
respect		 (bb) to
a
third
party
in
respect
of
a
debt
or
obligation
of		 of
a
debt
or
obligation
of
the
Company
or
any		 the
Company
or
any
of
its
subsidiaries
for		 of
its
subsidiaries
for
which
the
Director
or
any		 which
the
Director
or
any
of
his
Associates
has		 of
his
Associates
has
himself/themselves
assumed		 himself/themselves
assumed
responsibility in whole or in responsibility in whole or in
part
and
whether
alone
or		 part
and
whether
alone
or
jointly under a guarantee or jointly under a guarantee or
indemnity or by the giving of indemnity or by the giving of
security; security;

– 35 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments

Article provision after amendments

  • (ii) any proposal concerning an offer of (ii) any proposal concerning an offer of shares or debentures or other shares or debentures or other securities of or by the Company or securities of or by the Company or any other company which the any other company which the Company may promote or be Company may promote or be interested in for subscription or interested in for subscription or purchase where the Director or any purchase where the Director or any of his Associates is/are or is/are to of his Associates is/are or is/are to be interested as a participant in the be interested as a participant in the underwriting or sub-underwriting underwriting or sub-underwriting of the offer; of the offer;

  • (iii) any proposal concerning any other ~~(iii) any proposal concerning any other~~ company in which the Director is ~~company in which the Director is~~ interested only, whether directly or ~~interested only, whether directly or~~ indirectly, as an officer or ~~indirectly, as an officer or~~ executive or shareholder or in ~~executive or shareholder or in~~ which the Director or any of his ~~which the Director or any of his~~ Associates is/are beneficially ~~Associates is/are beneficially~~ interested in the shares of that ~~interested in the shares of that~~ company, provided that, the ~~company, provided that, the~~ Director and any of his Associates ~~Director and any of his Associates~~ is/are not, in aggregate, ~~is/are not, in aggregate,~~ beneficially interested in five per ~~beneficially interested in five per~~ cent. or more of the issued shares ~~cent. or more of the issued shares~~ of any class of such company (or ~~of any class of such company (or~~ of any third company through ~~of any third company through~~ which his interest or that of any of ~~which his interest or that of any of~~ his Associates is derived) or of the ~~his Associates is derived) or of the~~ voting rights; ~~voting rights;~~

  • (iv) any proposal or arrangement ( ~~iv~~ iii) any proposal or arrangement concerning the benefit of concerning the benefit of employees of the Company or any employees of the Company or any of its subsidiaries including: of its subsidiaries including: (aa) the adoption, modification or (aa) the adoption, modification or operation of any employees’ operation of any employees’ share scheme or any such share scheme or any such incentive scheme or share incentive scheme or share option scheme under which option scheme under which the Director or any of his the Director or any of his Associates may benefit; or Associates may benefit; or

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments

  - (bb) the adoption, modification or operation of a pension or provident fund or retirement, death or disability benefits scheme which relates both to Directors, their Associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or any of his Associates as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

  • (v) any contract or arrangement in which the Director or any of his Associates is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his /their interest in shares or debentures or other securities of the Company.

  • (g) A company shall be deemed to be a company in which a Director and/or his Associates owns five per cent. or more if and so long as (but only if and so long as) he and/or any of his Associates (either directly or indirectly) is/are the holder(s) of or beneficially interested in five per cent. or more of any class of the equity share capital of that company or of the voting rights available to members of that company (or of any third company through which such interest is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director and/or any of his Associates as bare or custodian trustee and in which neither he nor any of his Associates has any beneficial interest, any shares comprised in a trust in which the interest of the Director or any of his Associates is in reversion or remainder if and so long as same other person is entitled to receive the income of the trust and any shares comprised in an authorised unit trust scheme in which the Director and/or any of his Associates is/are interested only as a unit holder.

Article provision after amendments

  • (bb) the adoption, modification or operation of a pension or provident fund or retirement, death or disability benefits scheme which relates both to Directors, their Associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or any of his Associates as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

  • ( ~~v~~ iv) any contract or arrangement in which the Director or any of his Associates is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.

~~(g) A company shall be deemed to be a company in which a Director and/or his Associates owns five per cent. or more if and so long as (but only if and so long as) he and/or any of his Associates (either directly or indirectly) is/are the holder(s) of or beneficially interested in five per cent. or more of any class of the equity share capital of that company or of the voting rights available to members of that company (or of any third company through which such interest is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director and/or any of his Associates as bare or custodian trustee and in which neither he nor any of his Associates has any beneficial interest, any shares comprised in a trust in which the interest of the Director or any of his Associates is in reversion or remainder if and so long as same other person is entitled to receive the income of the trust and any shares comprised in an authorised unit trust scheme in which the Director and/or any of his Associates is/are interested only as a unit holder.~~

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments

  • (h) Where a company in which a director and/or any of his Associates owns five per cent. or more is materially interested in a contract, he and/or his Associates also shall be deemed materially interested in that contract.

  • (i) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) and/or his Associate or as to the entitlement of any Director (other than such chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the chairman of the meeting and his ruling in relation to such other director shall be final and conclusive except in a case where the nature or extent of the interest of the Director and/or his Associate concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman and/or his Associate of the meeting such question shall be decided by a resolution of the Board and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman or his Associate as known to such chairman or his Associate has not been fairly disclosed to the Board.

Article provision after amendments

  • ~~(h) Where a company in which a director and/or any of his Associates owns five per cent. or more is materially interested in a contract, he and/or his Associates also shall be deemed materially interested in that contract.~~

  • ( ~~i~~ g) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) and/or his Associate or as to the entitlement of any Director (other than such chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the chairman of the meeting and his ruling in relation to such other director shall be final and conclusive except in a case where the nature or extent of the interest of the Director and/or his Associate concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman and/or his Associate of the meeting such question shall be decided by a resolution of the Board and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman or his Associate as known to such chairman or his Associate has not been fairly disclosed to the Board.

– 38 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

**Article ** **provision ** **before ** amendments amendments **Article ** **provision ** **after ** **after ** amendments
Article 109A Article 109A

  • (a) The Board shall delegate its powers of (a) The Board shall delegate its powers of approving (i) investment proposals approving (i) any investment which would require an aggregate proposal ~~proposals~~ which would require investment, by the Company (whether an aggregate investment, by the by way of equity and/or debt) in an Company (whether by way of equity initial amount exceeding US$3,000,000; and/or debt) in an initial amount (ii) the realization of any of the exceeding ~~US$3,000,000~~ 20% of the last Company’s unlisted and/or listed audited Net Asset Value of the investments where the realization value Company; (ii) the realization of any one exceeds US$3,000,000; and (iii) all of the Company’s unlisted and/or listed asset valuations, to the Investment investments where the realization value Committee which shall be constituted exceeds ~~US$3,000,000~~ 20% of the last and which shall act in accordance with audited Net Asset Value of the this Article; provided that if, after an Company; and (iii) all asset valuations, initial investment (in an amount not to the Investment Committee which exceeding US$3,000,000 or equivalent shall be constituted and which shall act in another currency) has been made, the in accordance with this Article; provided Company is required, desires, proposes that if, after an initial investment (in an or otherwise considers extending loans, amount not exceeding ~~US$3,000,000~~ making capital injections or otherwise 20% of the last audited Net Asset Value increasing the amount of its investment of the Company ~~or equivalent in another~~ such that the aggregate amount of the ~~currency~~ ) has been made, the Company Company’s investment will exceed is required ~~,~~ or desires ~~, proposes or~~ US$3,000,000 (or equivalent in another ~~otherwise considers extending loans,~~ currency) that subsequent investment making capital injections or otherwise proposal shall be deemed to be an increasing the amount of its investment investment proposal in respect of which such that the aggregate amount of the Board has delegated its powers of ~~thes~~ uch Company’s investment will approval to the Investment Committee exceed ~~US$3,000,000 (or equivalent in~~ hereunder. ~~another currency)~~ 20% of the last audited Net Asset Value of the Company that

  • (b) For the purposes of Article 109A(a) any subsequent investment proposal shall be investment denominated or valued in a deemed to be an investment proposal in currency or currencies other than US$ respect of which the Board has shall be converted into US$ at such rate delegated its powers of approval to the or rates as the Board may in its Investment Committee hereunder. reasonable opinion determine to be appropriate on or about the date on ~~(b) For the purposes of Article 109A(a) any~~ which the recommendation in respect of ~~investment denominated or valued in a~~ the relevant investment or realisation is ~~currency or currencies other than US$~~ or is proposed to be submitted to the ~~shall be converted into US$ at such rate~~ Investment Committee. ~~or rates as the Board may in its reasonable opinion determine to be appropriate on or about the date on which the recommendation in respect of the relevant investment or realisation is or is proposed to be submitted to the Investment Committee.~~

– 39 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments

Article provision after amendments

  • (c) The Investment Committee shall consist ( ~~c~~ b) The Investment Committee shall consist of representatives nominated by the of representatives nominated by the Board of Directors (including Board ~~of Directors~~ (including independent non-executive Directors) independent non-executive Directors) and representatives nominated by the and representatives nominated by the Investment Manager and one Investment Manager and one representative nominated by the representative nominated by the Investment Adviser appointed by the Investment Adviser (if any) appointed Company. Representatives nominated by by the Company. Representatives the Board shall constitute a majority of nominated by the Board shall constitute the Investment Committee. a majority of the Investment Committee.

  • (d) The Investment Committee shall act in ( ~~d~~ c) The Investment Committee shall act in accordance with all instructions and accordance with all instructions and directions issued by the Board and shall directions issued by the Board and shall otherwise be subject to those provisions otherwise be subject to those provisions of the Articles relating to the of the Articles relating to the proceedings of the Board, as though proceedings of the Board, as though each member of the Investment each member of the Investment Committee were a Director, to the extent Committee were a Director, to the extent that such provisions are not inconsistent that such provisions are not inconsistent with the provisions of this Article 109A. with the provisions of this Article 109A.

  • (d) The Investment Committee shall act in accordance with all instructions and directions issued by the Board and shall otherwise be subject to those provisions of the Articles relating to the proceedings of the Board, as though each member of the Investment Committee were a Director, to the extent that such provisions are not inconsistent with the provisions of this Article 109A.

  • (e) The members of the Investment Committee shall not have executive authority or control over the activities of the Company and shall not be responsible for investment decisions other than the approval of investment proposals under the powers of approval delegated to the Investment Committee in accordance with Article 109A(a).

  • (f) The Investment Committee shall meet on an annual or semi-annual basis in parallel with the Company’s Board meetings or as otherwise determined by it or by the Board. The Investment Committee shall not convene a meeting in the absence of participation by the representative nominated by the Investment Adviser, the presence of which representative (which presence shall include by participation in a telephone conference conversation) shall be required at all times during any meeting of the Investment Committee.

  • ( ~~e~~ d) The members of the Investment Committee shall not have executive authority or control over the activities of the Company and shall not be responsible for investment decisions other than the approval of investment proposals under the powers of approval delegated to the Investment Committee in accordance with Article 109A(a).

  • ( ~~f~~ e) The Investment Committee shall meet on ~~an annual or semi-annual~~ need basis ~~in parallel~~ to consider investment and/or realization proposal(s) which meeting(s) shall be held either concentrically and with the ~~Company’s~~ Board ~~meetings~~ meeting(s) or as otherwise determined by it or by the Board. ~~The Investment Committee shall not convene a meeting in the absence of participation by the representative nominated by the Investment Adviser, the presence of which representative (which presence shall include by participation in a telephone conference conversation) shall be required at all times during any meeting of the Investment Committee.~~

– 40 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments Article provision before amendments Article provision before amendments Article provision before amendments Article provision after amendments Article provision after amendments Article provision after amendments Article provision after amendments
(g) Members of the Investment Committee
shall not be entitled to any remuneration		 (~~g~~f) Members of the Investment Committee
shall not be entitled to any remuneration
other than reasonable expenses incurred other than reasonable expenses incurred
by the
members
of
the
Investment		 by the
members
of
the
Investment
Committee for the purpose of attending Committee for the purpose of attending
Investment Committee meetings. Investment Committee meetings.
Article 110 Article 110
... ...
(c) The method
for
calculating
the
Net		 (c) The method
for
calculating
the
Net
Asset Value shall be as follows: Asset Value shall be as follows:
... ...
(iv) each unlisted investment shall be (iv) each unlisted investment shall be
valued at the lower of cost and valued at ~~the lower of ~~cost ~~and~~
such
other
price
as
may
be
determined
by
the
Investment		 ~~such other price as may be~~or fair
values calculated from adoption of
Manager if it concludes that there appropriate
valuation
techniques
has been a material change of a determined
by
the
Investment
long-term nature in the value of
such
investment
and
that
the		 Manager
~~if~~
~~it~~
~~concludes~~and
that
~~there has been a material change of~~
Manager
has
available
to
it		 ~~a long-term nature in the value of~~
sufficient reliable information upon ~~such~~
~~investment~~
~~and~~
~~that~~
~~the~~
which to base such a valuation; ~~Manager~~the
Investment
Manager
has
available
to
it
~~sufficient~~
... ~~reliable~~relevant
information
both
quantitatively
and
qualitatively,
upon
which
to
base
such
a
valuation;
...

– 41 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

  • Article provision before amendments Article provision after amendments Article 128 Article 128 (a) The Board shall from time to time cause (a) The Board shall from time to time cause to be prepared and to be laid before the to be prepared and to be laid before the Company at its Annual General Meeting Company at its ~~Annual General~~ in each year a profit and loss account ~~Meeting~~ annual general meeting in each for the period (in the case of the first year a profit and loss account for the account) since the incorporation of the period (in the case of the first account) Company and, in any other case, since since the incorporation of the Company the preceding account, together with (i) and, in any other case, since the a balance sheet as at the date to which preceding account, together with (i) a the profit and loss account is made up balance sheet as at the date to which the (ii) a report by the Board with respect to profit and loss account is made up (ii) a the profit or loss of the Company for the report by the Board with respect to the period covered by the profit and loss profit or loss of the Company for the account and the state of the Company’s period covered by the profit and loss affairs as at the end of such period, (iii) account and the state of the Company’s a report of the Auditors on such affairs as at the end of such period, (iii) accounts prepared pursuant to Article a report of the Auditors on such 132 and (iv) such other reports and accounts prepared pursuant to Article accounts as may be required by law. 132 and (iv) such other reports and accounts as may be required by law.

  • (b) A printed copy of the profit and loss account, balance sheet, directors’ report (b) A printed copy of the profit and loss and auditors’ report to be laid before account, balance sheet, directors’ report Members at an annual general meeting and auditors’ report to be laid before shall, at least 21 days prior to the Members at an annual general meeting Annual General Meeting at which the shall, at least 21 days prior to the same are to be presented, be delivered ~~Annual General Meeting~~ annual general or sent by post to the registered address meeting at which the same are to be of every Member entitled to receive presented, be delivered or sent by post notice of general meetings and every to the registered address of every holder of debentures of the Company, Member entitled to receive notice of provided that the Company shall not be general meetings and every holder of required to send copies of those debentures of the Company, provided documents to any person of whose that the Company shall not be required address the Company is not aware or to to send copies of those documents to more than one of the joint holders of any person of whose address the any shares or debentures. Company is not aware or to more than one of the joint holders of any shares or debentures.

– 42 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments

To the extent permitted by and subject to compliance with the rules of the Recognised Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of this Article shall be deemed satisfied in relation to any Member or any holder of debentures of the Company (each a “Relevant Person”) by sending to such person, not less than 21 days before the date of the annual general meeting, in any manner consistent with the provisions for giving notices under these Articles, a summary financial statement derived from the Company’s annual accounts, together with the Directors’ report and the Auditors’ report on such accounts, which shall be in the form and containing the information required by the rules of the Recognised Stock Exchange and all applicable laws and regulations; provided that, any Relevant Person, by notice in writing served on the Company, may require the Company to send him, in addition to the summary financial statement, a complete printed copy of the Company’s annual accounts, together with the Directors’ report and the Auditor’s report thereon and the Company shall, within a reasonable period following receipt of such notice, send those documents to him.

Article 129

The Company shall at each Annual General Meeting appoint an Auditor or Auditors of the Company who shall hold office until the next Annual General Meeting and shall fix his or their remuneration. No person may be appointed as the, or an, Auditor unless he is independent of the Company, the Custodian and the Investment Manager.

Article provision after amendments

To the extent permitted by and subject to compliance with the rules of the Recognised Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of this Article shall be deemed satisfied in relation to any Member or any holder of debentures of the Company (each a “Relevant Person”) by sending to such person, not less than 21 days before the date of the annual general meeting, in any manner consistent with the provisions for giving notices under these Articles, a summary financial statement derived from the Company’s annual accounts, together with the Directors’ report and the Auditors’ report on such accounts, which shall be in the form and containing the information required by the rules of the Recognised Stock Exchange and all applicable laws and regulations; provided that, any Relevant Person, by notice in writing served on the Company, may require the Company to send him, in addition to the summary financial statement, a complete printed copy of the Company’s annual accounts, together with the Directors’ report and the Auditor’s report thereon and the Company shall, within a reasonable period following receipt of such notice, send those documents to him.

Article 129

The Company shall at each ~~Annual General Meeting~~ annual general meeting by Ordinary Resolution appoint an Auditor or Auditors of the Company who shall hold office until the next ~~Annual General Meeting~~ annual general meeting and shall fix his or their remuneration. No person may be appointed as the, or an, Auditor unless he is independent of the Company, the Custodian and the Investment Manager. The Members in a general meeting may by Ordinary Resolution remove the Auditor before the expiration of its terms of office.

– 43 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments Article 130

The Board may before the first Annual General Meeting appoint an Auditor or Auditors of the Company who shall hold, office until the first Annual General Meeting unless previously removed by an Ordinary Resolution of the members in general meeting in which case the members at that meeting may appoint Auditors. The Board may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Board under this Article may be fixed by the Board. Article 141

In the event that at any time the Net Asset Value of the Company is calculated as having fallen below US$10 million the Board shall be entitled at its discretion to convene a meeting for the purpose of considering a resolution to the effect that the Company be wound up in which event the Company shall be wound up subject to the passing of an Ordinary Resolution of the Members in general meeting voting to place the Company in voluntary liquidation. At such meeting those Members voting in favour of the resolution to wind up shall on a poll have four votes per share held by them and those Members who vote against the resolution shall have one vote per share held by them.

Article provision after amendments Article 130 The Board may before the first Annual General Meeting appoint an Auditor or Auditors of the Company who shall hold, office until the first Annual General Meeting unless previously removed by an Ordinary Resolution of the ~~members~~ Members in general meeting in which case the ~~members~~ Members at that meeting may appoint Auditors. The Board may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Board under this Article may be fixed by the Board.

Article 141

In the event that at any time the Net Asset Value of the Company is calculated as having fallen below US$10 million the Board shall be entitled at its discretion to convene a meeting for the purpose of considering a resolution to the effect that the Company be wound up in which event the Company shall be wound up subject to the passing of an ~~Ordinary~~ Special Resolution of the Members in general meeting voting to place the Company in voluntary liquidation. ~~At such meeting those Members voting in favour of the resolution to wind up shall on a poll have four votes per share held by them and those Members who vote against the resolution shall have one vote per share held by them.~~

– 44 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article provision before amendments Article provision after amendments Article 144 Article 144

Article 144 Any ~~Manager,~~ Investment Manager, Custodian, Auditors, Registrar, Director or other officer of the Company shall if lawfully required to do so under the laws of any jurisdiction to which the Company is subject or in compliance with the rules of any Recognised Stock Exchange or in accordance with any contract entered into by the Company be entitled to release or disclose any information in its possession regarding the affairs of the Company including, without limitation, any information contained in the Register relating to any Member or contained in any register of the holders of any Warrants issued by the Company carrying rights to subscribe for shares in the Company relating to any such holder.

Any Manager, Investment Manager, Custodian, Auditors, Registrar, Director or other officer of the Company shall if lawfully required to do so under the laws of any jurisdiction to which the Company is subject or in compliance with the rules of any Recognised Stock Exchange or in accordance with any contract entered into by the Company be entitled to release or disclose any information in its possession regarding the affairs of the Company including, without limitation, any information contained in the Register relating to any Member or contained in any register of the holders of any Warrants issued by the Company carrying rights to subscribe for shares in the Company relating to any such holder.

– 45 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

SHANGHAI INTERNATIONAL SHANGHAI GROWTH INVESTMENT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 770)

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting (“ EGM ”) of Shanghai International Shanghai Growth Investment Limited (the “ Company ”) will be held at the Ball Room, 1/F, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Tuesday, 29 November 2022 at 10:00 a.m., to consider and if thought fit, pass with or without amendments the following resolution as special resolution:

SPECIAL RESOLUTION

  1. “ THAT the proposed amendments (the “ Proposed Amendments ”) to the memorandum and articles of association of the Company as set out in the Appendix to the circular of the Company dated 24 October 2022 (the “ Circular ”) and the amended and restated memorandum and articles of the Company in the form of the document marked “A” and produced to the meeting (for the purpose of identification initialed by the chairman of this meeting) which consolidates all the Proposed Amendments mentioned in the Circular, be and are hereby approved and adopted as the new memorandum and articles of association of the Company to the exclusion of and in substitution of the existing memorandum and articles of association of the Company with immediate effect after the close of this meeting, and any one director of the Company be and is hereby authorised to do all such acts, deeds, and things and execute all documents he or she may, in his or her absolute discretion, deem fit, to effect and implement the adoption thereof.”

By Order of the Board SHANGHAI INTERNATIONAL SHANGHAI GROWTH INVESTMENT LIMITED NG Yin Yuet Jenny Company Secretary

Hong Kong, 24 October 2022

Notes:

  1. To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the Company will implement certain precautionary measures at the EGM including, without limitation:

  2. (i) compulsory body temperature screening;

  3. (ii) scan the “LeaveHomeSafe” venue QR code and comply with the “Vaccine Pass” requirements;

  4. (iii) mandatory wearing of surgical facial mask properly at any time in the EGM venue; and (iv) no refreshments will be provided at the EGM.

Shareholders who (a) refuse to comply with any of the precautionary measures above; (b) are subject to any Hong Kong Government prescribed quarantine or have close contact with any person under quarantine; or (c) have any flu-like symptoms may be denied entry to the EGM venue at the absolute discretion of the Company.

Subject to the development of COVID-19, the Company may be required to change the meeting arrangements for the EGM at short notice, and to issue further announcement(s) on such changes as and when appropriate. Shareholders are advised to check the website of the Company at http://shanghaigrowth.etnet.com.hk and HKEXnews at www.hkexnews.hk for further announcement(s) and update(s) on such arrangements and/or further special measures to be taken.

– 46 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

  1. A member entitled to attend and vote at the EGM convened by the above notice is entitled to appoint a proxy to attend and, in the event of a poll, vote on his behalf. A proxy need not be a member of the Company. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts. In light of the uncertainties caused by COVID-19 and for the health and safety of Shareholders, Shareholders are strongly encouraged to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy and to return their proxy forms by the time specified below, instead of attending the EGM in person.

  2. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be lodged with the share registrar of the Company in Hong Kong, Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the EGM or adjourned meeting, and in default the instrument of proxy shall not be treated as valid.

  3. Completion and return of the instrument appointing a proxy will not preclude a member from attending and voting in person at the EGM or any adjourned meeting should he so wish, but in such event, the instrument appointing a proxy shall be deemed to be revoked.

  4. The record date for determining the right to attend and vote at the Company’s EGM is Wednesday, 23 November 2022. The register of members of the Company will be closed from Wednesday, 23 November 2022 to Tuesday, 29 November 2022 (both days inclusive) during which no transfer of shares will be registered. To be eligible to attend and vote at the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s share registrar, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Tuesday, 22 November 2022.

  5. The Proposed Amendments brought about by the adoption of the amended and restated memorandum and articles of association of the Company are set out in the Appendix to the Circular.

  6. If a black rainstorm warning signal is in force or a tropical cyclone warning signal no. 8 or above is hoisted in Hong Kong at any time between 9:00 a.m. and 10:00 a.m. on the day of the EGM, the EGM will be adjourned. The Company will publish an announcement on its website at http://shanghaigrowth.etnet.com.hk and HKEXnews at www.hkexnews.hk to notify Shareholders of the date, time and venue of the adjourned meeting.

Shareholders should decide on their own whether they would attend the EGM under bad weather conditions having regard to their own situations and, if they choose to do so, they are advised to exercise care and caution.

– 47 –

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