THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Netjoy Holdings Limited , you should at once hand this circular, together with the accompanying form of proxy, to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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

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NETJOY HOLDINGS LIMITED 雲想科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2131)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; RE-ELECTION OF RETIRING DIRECTORS; DECLARATION AND PAYMENT OF FINAL DIVIDEND; PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION; AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Netjoy Holdings Limited to be held at Conference Room, 5/F, No. 3, 396 Guilin Road, Xuhui District, Shanghai, PRC on Monday, June 20, 2022 at 11:00 a.m. is set out on pages 82 to 87 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and our Company (www.netjoy.com). Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish, and in such event, the form of proxy shall be deemed to be revoked.

April 29, 2022

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
ISSUE MANDATE TO ISSUE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
REPURCHASE MANDATE TO REPURCHASE SHARES . . . . . . . . . . . . . . . . .	10
RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
DECLARATION AND PAYMENT OF FINAL DIVIDEND . . . . . . . . . . . . . . .	13
PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF
ASSOCIATION AND THE ADOPTION OF THE SECOND AMENDED
AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION . .	14
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . .	14
CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
FORM OF PROXY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
VOTING BY WAY OF A POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
APPENDIX I – DETAILS OF THE DIRECTORS PROPOSED FOR
RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
APPENDIX II – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . .	23
APPENDIX III – PROPOSED AMENDMENTS TO THE MEMORANDUM
AND ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . .	28
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	82

– i –

DEFINITIONS

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

“AGM” or “Annual General Meeting”
the annual general meeting of the Company to be held at Conference Room, 5/F, No. 3, 396 Guilin Road, Xuhui District, Shanghai, the PRC on Monday, June 20, 2022, at 11:00 a.m. or any adjournment thereof, the notice of which is set out on pages 82 to 87 of this circular
“Articles” or “Articles of Association”
the amended and restated articles of association of our Company conditionally adopted on November 17, 2020 and became effective upon the Listing Date, as amended from time to time
“Audit Committee”
the audit committee of the Board
“Baixing Net”
Baixing Co., Ltd. (百姓網股份有限公司), a joint stock limited liability company established in the PRC on September 30, 2005 and the holding company of Kijiji, the shares of which are listed on NEEQ (stock code: 836012)
“Baxter Investment”
Baxter Investment Holding Limited, a company incorporated under the laws of BVI on October 22, 2019, the intermediary holding vehicle set up by PraxisIFM (Hong Kong) Limited for the administration of The RGRGU Trust and the immediate shareholder of Dai SPV
“Board” or “Board of Directors” our board of Directors
“BVI”
the British Virgin Islands
“CareFree Planning”

CareFree Planning Technology Limited, a company incorporated under the laws of BVI on March 13, 2019 and wholly owned by Mr. Qin, the settlor of the The MH’s Family Trust

“Cayman Companies Act” or “Companies Act”

the Companies Act (Revision) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time

– 1 –

DEFINITIONS

“Company” or “our Company”
Netjoy Holdings Limited (雲想科技控股有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands on March 29, 2019, the shares of which are listed on the main board of the Stock Exchange
“Consolidated Affiliated Entities”
the entities we control through the Contractual Arrangements, namely Netjoy Network and Tradeplus
“core connected person(s)” has the meaning ascribed thereto under the Listing Rules
“Dai SPV”
Blackburn Capitals Holding Limited, a company incorporated under the laws of BVI on November 22, 2019 wholly owned by Baxter Investment, and directly holding the relevant Shares on behalf of The RGRGU Trust
“Derun International”
Derun International Limited, a company incorporated under the laws of BVI on October 22, 2019, the intermediary holding vehicle set up by PraxisIFM (Hong Kong) Limited for the administration of The Longhills Trust and the immediate shareholder of Wang SPV
“Derun Investments”
Derun Investments Limited, a company incorporated under the laws of BVI on March 13, 2019 and wholly owned by Mr. Wang, the settlor of the The Longhills Trust
“Director(s)” director(s) of our Company
“Family Trust(s)”
the relevant discretionary family trust set up by each of Mr. Wang, Mr. Xu, Mr. Qin, Mr. Dai and Mr. Ru, namely The Longhills Trust, The FS Trust, The MH’s Family Trust, The RGRGU Trust and The Ru Liang’s Trust
“FSS Investment”
FSS Investment Holding Limited, a company incorporated under the laws of BVI on October 22, 2019, the intermediary holding vehicle set up by PraxisIFM (Hong Kong) Limited for the administration of The FS Trust and the immediate shareholder of Xu SPV

– 2 –

DEFINITIONS

“Global Awesomeness”
“Group” or “our Group”,
“HK$” or “HKD” or “Hong Kong Dollars”
“Hong Kong” or “HK”
“Kijiji”
“Issue Mandate”
“Latest Practicable Date”
“Letui Culture”
“Listing Date”
“Listing Rules”
Global Awesomeness Limited, a company incorporated under the laws of BVI on March 13, 2019 and wholly owned by Mr. Dai, the settlor of the The RGRGU Trust
our Company, its subsidiaries and its consolidated affiliated entities from time to time
Hong Kong dollars, the lawful currency of Hong Kong
the Hong Kong Special Administrative Region of the PRC
Shanghai Kijiji Information Technology Co., Ltd. (上海客齊集信息技術股份有限公司), a joint stock limited liability company established in the PRC on June 16, 2005 and a Shareholder of our Company
the general mandate proposed to be granted to the Directors at the AGM to allot, issue and/or deal with new Shares not exceeding 20% of the total number of Shares in issue as of the date of passing the relevant resolution
April 20, 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
Letui (Shanghai) Culture Broadcast Co., Ltd. (樂推
（上海）文化傳播有限公司), a limited liability company established in the PRC on December 19, 2013 and an indirectly wholly-owned subsidiary of our Company
December 17, 2020, the date on which the Shares were listed on the main board of the Stock Exchange
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

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DEFINITIONS

“Memorandum” or “Memorandum of Association”
“Mr. Dai”
“Mr. Qin”
“Mr. Ru”
“Mr. Wang”
“Mr. Xu”
“NEEQ”
“Netjoy Network”
“Nomination Committee”
“PRC”
“Proposed Amendments”
“Post-IPO Share Option Scheme”

the amended and restated memorandum of association of our Company, adopted on November 17, 2020 with immediate effect, and as amended from time to time

Mr. Dai Liqun (戴立群), a non-executive Director
Mr. Qin Miaomiao (覃渺渺), the ultimate controller of The MH’s Family Trust
Mr. Ru Liang (茹良), the ultimate controller of The Ru Liang’s Trust
Mr. Wang Chen (王晨), an executive Director, the chief executive officer of our Company
Mr. Xu Jiaqing (徐佳慶), an executive Director, the chairman of the Board
The National Equities Exchange and Quotations (全國中小企業股份轉讓系統) of the PRC
Netjoy (Shanghai) Network Technology Co., Ltd. (嗨皮（上海）網絡科技有限公司) (formerly known as Netjoy (Shanghai) Network Technology Holdings Co., Ltd. (嗨皮（上海）網絡科技股份有限公司)), a limited liability company established in the PRC on November 15, 2012 and a Consolidated Affiliated Entity indirectly controlled by our Company through the Contractual Arrangements
the nomination committee of the Board
the People’s Republic of China, but for the purpose of this circular, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan
the proposed amendments to the Memorandum and Articles of Association set out in Appendix III to this circular
the post-IPO share option scheme conditionally adopted by the Shareholders on November 17, 2020

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DEFINITIONS

“Qin SPV”
“Quantum Computing”
“Remuneration Committee”
“Repurchase Mandate”
“RMB” or “Renminbi”
“Second Amended and Restated Memorandum and Articles of Association”
“SFO” or “Securities and Futures Ordinance”
“Shanghai Fangxi”
“Shanghai Paisen”
“Shanghai Xiangnong”
CareFree Technology Limited, a company incorporated under the laws of BVI on November 22, 2019 wholly owned by SpringRain Planning, and directly holding the relevant Shares on behalf of The MH’s Family Trust
Quantum Computing Power Limited, a company incorporated under the laws of BVI on March 13, 2019 and wholly owned by Mr. Xu, the settlor of the The FS Trust
the remuneration committee of the Board
the general mandate proposed to be granted to the Directors at the AGM to repurchase Shares up to a maximum of 10% of the total number of Shares in issue as of the date of passing of the relevant resolution
the lawful currency of the PRC
the second amended and restated memorandum of association and articles of association of the Company incorporating and consolidating all the Proposed Amendments
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented, or otherwise modified from time to time
Shanghai Fangxi Investment Management Partnership (Limited Partnership) (上海訪溪投資管理合夥企業（有限合夥)), a limited partnership established in the PRC on May 19, 2015, the sole general partner of which is Mr. Wang Jianshuo
Shanghai Paisen Investment Management Partnership (Limited Partnership) (上海派森投資管理合夥企業（有限合夥)), a limited partnership established in the PRC on May 19, 2015, the sole general partner of which is Mr. Wang Jianshuo
Shanghai Xiangnong Investment Management Partnership (Limited Partnership) (上海香儂投資管理合夥企業（有限合夥)), a limited partnership established in the PRC on May 19, 2015, the sole general partner of which is Mr. Wang Jianshuo

– 5 –

DEFINITIONS

“Share(s)”
“Share Option(s)”
“Shareholder(s)”
“SpringRain Planning”
“Stock Exchange”
“substantial shareholder”
“Takeovers Code”
“The FS Trust”
“The Longhills Trust”
ordinary share(s) in the share capital of our Company with nominal value of US$0.00005 each
the right to subscribe for a specified number of shares pursuant to the Post-IPO Share Option Scheme
holder(s) of the Shares
SpringRain Planning Technology Limited, a company incorporated under the laws of BVI on October 22, 2019, the intermediary holding vehicle set up by PraxisIFM (Hong Kong) Limited for the administration of The MH’s Family Trust and the immediate shareholder of Qin SPV
The Stock Exchange of Hong Kong Limited
has the meaning ascribed thereto under the Listing Rules
The Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC, as amended, supplemented or otherwise modified from time to time
a discretionary family trust set up by Mr. Xu (as the economic settlor and the protector), Quantum Computing (as the settlor) and PraxisIFM (Hong Kong) Limited (as the trustee) for the benefit of Quantum Computing (as the initial beneficiary) and other beneficiaries as nominated by Mr. Xu from time to time
a discretionary family trust set up by Mr. Wang (as the economic settlor and the protector), Derun Investments (as the settlor) and PraxisIFM (Hong Kong) Limited (as the trustee) for the benefit of Derun Investments (as the initial beneficiary) and other beneficiaries as nominated by Mr. Wang from time to time

– 6 –

DEFINITIONS

“The MH’s Family Trust”
“The RGRGU Trust”
“The Ru Liang’s Trust”
“Tradeplus”
“U.S.” or “United States”
“US$”, “USD” or “U.S. dollars”
“Wang SPV”
a discretionary family trust set up by Mr. Qin (as the economic settlor and the protector), CareFree Planning (as the settlor) and PraxisIFM (Hong Kong) Limited (as the trustee) for the benefit of CareFree Planning (as the initial beneficiary) and other beneficiaries as nominated by Mr. Qin from time to time
a discretionary family trust set up by Mr. Dai (as the economic settlor and the protector), Global Awesomeness (as the settlor) and PraxisIFM (Hong Kong) Limited (as the trustee) for the benefit of Global Awesomeness (as the initial beneficiary) and other beneficiaries as nominated by Mr. Dai from time to time
a discretionary family trust set up by Mr. Ru (as the economic settlor and the protector), Luminous Stars (as the settlor) and PraxisIFM (Hong Kong) Limited (as the trustee) for the benefit of Luminous Stars (as the initial beneficiary) and other beneficiaries as nominated by Mr. Ru from time to time
Tradeplus (Shanghai) Information Technology Co., Ltd. (連山加（上海）信息技術有限公司, formerly known as Yuntu (Shanghai) Video Technology Co., Ltd. (雲圖
（上海）視頻技術有限公司)), a limited liability company established in the PRC on May 6, 2021 and a Consolidated Affiliated Entity controlled by the Company through the Contractual Arrangements
the United States of America, its territories and possessions, any State of the United States, and the District of Columbia
United States dollars, the lawful currency of the United States
Derun System Limited, a company incorporated under the laws of BVI on November 22, 2019 wholly owned by Derun International, and directly holding the relevant Shares on behalf of The Longhills Trust

– 7 –

DEFINITIONS

“Wutong Holding” Wutong Holding Group Co., Ltd. (吳通控股集團股份有限公司), a limited liability company established in the PRC on June 22, 1999, the shares of which are listed on the Shenzhen Stock Exchange (stock code: 300292), and a Shareholder of our Company

“Xu SPV” Magne Core Limited, a company incorporated under the laws of BVI on November 22, 2019 wholly owned by FSS Investment, and directly holding the relevant Shares on behalf of The FS Trust

“%”

per cent

– 8 –

LETTER FROM THE BOARD

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NETJOY HOLDINGS LIMITED 雲想科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2131)

Executive Directors:

Mr. Xu Jiaqing (Chairman) Mr. Wang Chen (Chief Executive Officer) Mr. Lin Qian (Chief Financial Officer) Ms. Zha Lijun

Non-executive Directors:

Mr. Dai Liqun Mr. Wang Jianshuo

Independent Non-executive Directors:

Mr. Chen Changhua Dr. Ru Liyun Ms. Cui Wen

Registered Office: 4th Floor, Harbour Place 103 South Church Street George Town P.O. Box 10240 Grand Cayman KY1-1002 Cayman Islands

Headquarter in the PRC:

5/F, No. 3 396 Guilin Road Xuhui District, Shanghai PRC

Principal place of business in Hong Kong: 31/F, Tower Two, Times Square 1 Matheson Street, Causeway Bay Hong Kong

April 29, 2022

To the Shareholders:

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; RE-ELECTION OF RETIRING DIRECTORS; DECLARATION AND PAYMENT OF FINAL DIVIDEND; PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION; AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the notice of the AGM and information on the resolutions to be proposed at the AGM concerning the following matters, including, (a) the grant of the Issue Mandate to issue Shares; (b) the grant of the

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LETTER FROM THE BOARD

Repurchase Mandate to repurchase Shares; (c) the re-election of Retiring Directors; (d) declaration and payment of final dividend; and (e) the Proposed Amendments and the adoption of the Second Amended and Restated Memorandum and Articles of Association.

ISSUE MANDATE TO ISSUE SHARES

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the Issue Mandate to issue Shares. At the AGM, an ordinary resolution numbered 6(A) will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, the Company had 795,658,000 Shares in issue. Subject to the passing of the ordinary resolution numbered 6(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the AGM, the Directors will be authorized to issue a maximum of 159,131,600 Shares.

In addition, subject to a separate approval of the ordinary resolution numbered 6(C), the number of Shares repurchased by the Company under ordinary resolution numbered 6(B) will also be added to extend the Issue Mandate as mentioned in ordinary resolution numbered 6(A) provided that such additional amount shall not exceed 10% of the total number of issued Shares as at the date of passing the resolutions in relation to the Issue Mandate and Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.

REPURCHASE MANDATE TO REPURCHASE SHARES

An ordinary resolution numbered 6(B) will be proposed at the AGM to grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares, representing up to 10% of the total number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the AGM.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 109(a) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. The Company at the general meeting at which a Director retires may fill the vacated office.

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LETTER FROM THE BOARD

Accordingly, Mr. Xu Jiaqing, an executive Director, Mr. Dai Liqun, a non-executive Director and Ms. Cui Wen, an independent non-executive Director, will retire by rotation at the AGM and, being eligible, have offered themselves for re-election at the AGM.

In accordance with Article 113 of the Articles of Association, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an additional Director, provided that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the Shareholders in general meeting. Any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such meeting. Any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

Accordingly, Mr. Lin Qian and Ms. Zha Lijun (together with Mr. Xu Jiaqing, Mr. Dai Liqun and Ms. Cui Wen, collectively referred to as the “ Retiring Directors ”), each an executive Director appointed by the Board on March 31, 2022 to fill a casual vacancy, will be subject to re-election at the AGM.

Procedure and Process for Nomination of Directors

The Nomination Committee will recommend to the Board for the appointment of a Director (including an independent non-executive Director) in accordance with the following procedures and processes:

i. The Nomination Committee will, giving due consideration to the current composition and size of the Board, develop a list of desirable skills, perspectives and experience at the outset to focus the search effort;
ii. The Nomination Committee may consult any source it considers appropriate in identifying or selecting suitable candidates, such as referrals from existing Directors, advertising, recommendations from a third party agency firm and proposals from the Shareholders with due consideration given to the criteria which include but are not limited to:
(a) Diversity in the aspects of, amongst others, gender, age, cultural and educational background, professional experience, skills, knowledge and length of service;
(b) Commitment for responsibilities of the Board in respect of available time and relevant interest;
(c) Qualifications, including accomplishment and experience in the relevant industries in which the Group’s business is involved;
(d) Independence of the candidates for a position of independent non-executive Director;
(e) Reputation for integrity;

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LETTER FROM THE BOARD

(f) Potential contributions that the individual can bring to the Board; and
(g) Plan(s) in place for the orderly succession of the Board.
iii. The Nomination Committee may adopt any process it considers appropriate in evaluating the suitability of the candidates, such as interviews, background checks, presentations and third party reference checks;
iv. The Nomination Committee will consider a broad range of candidates who are in and outside of the Board’s circle of contacts;
v. Upon considering a candidate suitable for the directorship, the Nomination Committee will hold a meeting and/or by way of written resolutions to, if thought fit, approve the recommendation to the Board for appointment;
vi. The Nomination Committee will provide the relevant information of the selected candidate to the Remuneration Committee for consideration of the remuneration package of such selected candidate;
vii. The Nomination Committee will thereafter make the recommendation to the Board in relation to the proposed appointment, and the Remuneration Committee will make the recommendation to the Board on the policy and structure for the remuneration;
viii. The Board may arrange for the selected candidate to be interviewed by the members of the Board, who are not members of the Nomination Committee, and the Board will thereafter deliberate and decide the appointment as the case may be; and
ix. All appointment of Directors will be confirmed by the filing of the consent to act as Director of the relevant Director (or any other similar filings requiring the relevant Director to acknowledge or accept the appointment as Director, as the case may be) to be filed with the relevant regulatory authorities, if required.

Recommendation of the Nomination Committee

The Nomination Committee has reviewed and assessed the background, expertise, experience and time commitment of the Retiring Directors according to the above nomination policy of the Company, taking into account various aspects set out in the board diversity policy of the Company including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service.

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LETTER FROM THE BOARD

The Nomination Committee has evaluated Ms. Cui Wen according to the above selection criteria, and considered her rich experience in the field of human resources, her work profile and other experiences. The Nomination Committee believes that Ms. Cui has the required character, integrity and experience to continuously and efficiently perform her duties as an independent non-executive Director and will continue to bring diverse views and new thinking to the Board, which will help the Board to operate effectively and efficiently and enhance the diversity of the skills and perspectives of the Board. The Board believes that the re-election of Ms. Cui Wen as an independent non-executive Director will be in the overall best interests of the Company and its Shareholders.

The Nomination Committee had assessed and reviewed the annual written confirmation of independence of each of the independent non-executive Directors for the year ended December 31, 2021 pursuant to Rule 3.13 of the Listing Rules and confirmed that all of them, namely Mr. Chen Changhua, Dr. Ru Liyun and Ms. Cui Wen, remained independent. The Nomination Committee considers that Ms. Cui Wen has devoted sufficient time to perform her duties as an independent non-executive Director. In addition, the Nomination Committee had evaluated the performance of each of the Retiring Directors for the year ended December 31, 2021 and found their performance satisfactory.

Therefore, the Nomination Committee has nominated and the Board has proposed that all the Retiring Directors, namely Mr. Xu Jiaqing, Mr. Lin Qian, Ms. Zha Lijun, Mr. Dai Liqun and Ms. Cui Wen, stand for re-election as Directors at the AGM.

The biographical details of each of the Retiring Directors to be re-elected at the AGM are set out in Appendix I to this circular in accordance with the relevant requirements under the Listing Rules.

DECLARATION AND PAYMENT OF FINAL DIVIDEND

At the Board meeting held on Thursday, March 31, 2022, it was proposed that a final dividend of HK$0.05 per Share for the year ended December 31, 2021 will be paid on or around Friday, July 29, 2022 to the Shareholders whose names appear on the register of members of the Company on Monday, June 27, 2022 subject to the Shareholders’ approval at the Annual General Meeting.

As at the Latest Practicable Date, the Company had 795,658,000 Shares in issue. Based on the number of issued Shares as at the Latest Practicable Date, the final dividend, if declared and paid, will amount to HK$39,782,900.

A resolution will be proposed at the AGM to approve the proposed final dividend.

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LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated April 14, 2022 in relation to the Proposed Amendments to the current Memorandum and Articles of Association of the Company and the adoption of the Second Amended and Restated Memorandum and Articles of Association. In order to conform to the “core shareholder protection standards” as set out in the amended Appendix 3 to the Listing Rules, which took effect on January 1, 2022, the Board has resolved at a meeting held on April 14, 2022 to propose to make the Proposed Amendments to the current amended and restated memorandum of association and articles of association of the Company, and to adopt the Second Amended and Restated Memorandum and Articles of Association.

The Proposed Amendments as well as the adoption of the Second Amended and Restated Memorandum and Articles of Association are subject to the approval by the Shareholders at the AGM by way of a special resolution, and will become effective upon the approval by the Shareholders at the AGM. Details of the Proposed Amendments are set out in Appendix III to this circular.

The Proposed Amendments and the Second Amended and Restated Memorandum and Articles of Association is written in English and the Chinese version is purely a translation and is for reference only. The English version of the Proposed Amendments and the Second Amended and Restated Memorandum and Articles of Association shall prevail in the case of any discrepancies and/or inconsistencies between the two versions.

The legal advisers to the Company as to Hong Kong laws have confirmed that the Proposed Amendments are not inconsistent with the Listing Rules, and the legal advisers to the Company as to the laws of the Cayman Islands have confirmed that the Proposed Amendments are not inconsistent with the Companies Act (2022 Revision) of the Cayman Islands, being the jurisdiction in which the Company was incorporated. The Company confirms that there is nothing unusual about the Proposed Amendments for a company incorporated under the laws of the Cayman Islands whose shares are listed and traded on the Stock Exchange.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 82 to 87 of this circular is the notice of the AGM at which, inter alia, ordinary resolutions will be proposed to the Shareholders to consider and approve the granting of the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares, the re-election of the Retiring Directors and the declaration and payment of final dividend, and special resolution will be proposed to the Shareholders to consider and approve the Proposed Amendments and the adoption of the Second Amended and Restated Memorandum and Articles of Association.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlement of the Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, June 15, 2022 to Monday, June 20, 2022 (both days inclusive), during which period no transfer of Shares will be registered. The record date will be Monday, June 20, 2022. In order to qualify for attending and voting at the AGM, Shareholders must deliver their duly stamped transfer documents, accompanied by the relevant share certificates to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Tuesday, June 14, 2022 for registration of the relevant transfer.

For the purpose of determining the entitlement of the Shareholders to the proposed final dividend, the register of members of the Company will be closed on Monday, June 27, 2022, during which period no transfer of Shares will be registered. The record date will be Monday, June 27, 2022. In order to qualify for receiving the proposed dividend, Shareholders must deliver their duly stamped transfer documents, accompanied by the relevant share certificates to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Friday, June 24, 2022 for registration of the relevant transfer.

FORM OF PROXY

A form of proxy is enclosed for use at the AGM. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.netjoy.com). Whether or not you intend to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment if you so wish and in such event the form of proxy shall be deemed to be revoked.

VOTING BY WAY OF A POLL

According to Rule 13.39(4) of the Listing Rules and Article 72 of the Articles of Association, any resolution put to the vote at a general meeting must be decided by poll except where the chairman, or pursuant to the Listing Rules, allow a resolution to be voted by a show of hands.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid (or credited as fully paid) Share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed resolutions for approving the granting of the Issue Mandate and Repurchase Mandate to the Directors, the re-election of the Retiring Directors, the declaration and payment of final dividend and the Proposed Amendments to the Memorandum and Articles of Association and the adoption of the Second Amended and Restated Memorandum and Articles of Association are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

RESPONSIBILITY STATEMENT

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

Yours faithfully, By order of the Board Netjoy Holdings Limited XU Jiaqing Chairman of the Board

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

The following are details of the Directors who are proposed to be re-elected at the AGM as required by the Listing Rules.

As at the Latest Practicable Date, none of the following Directors, save as disclosed herein, had any interest in Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, none of the following Directors holds any position with the Company or any other member of the Group, or any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor do they have any major appointment or qualification. Save as disclosed herein, the following Directors do not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company (as defined in the Listing Rules).

Save as disclosed herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders or the Stock Exchange and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Executive Directors

Mr. Xu Jiaqing (徐佳慶) , aged 34, is the chairman of the Board, an executive Director, a vice president and the chief marketing officer of our Company. He is primarily responsible for overseeing daily operation and management of our Group and the implementation of the business plans of our Group.

Mr. Xu has an in-depth understanding of the industry where our Group operates with almost 11 years of working experience both inside and outside our Group and has accumulated extensive experience in the daily operation and management of our Group. From November 2012 to November 2013, Mr. Xu served as the general sales manager of Netjoy Network in charge of overall planning of marketing strategies and management of sales operation. Mr. Xu has held directorship at Netjoy Network since October 2015, and has been its vice general manager since September 2017 and its chairman of the board and the legal representative since November 2018. Apart from holding positions in Netjoy Network, Mr. Xu also served as the chief operating officer of Letui Culture from the date of its establishment in December 2013 and has been its director since June 2019. In addition, Mr. Xu has been the executive director or general manager of several subsidiaries within our Group, including Horgos Quantum Dynamic Culture Media Co., Ltd. (霍爾果斯量子動態文化傳媒有限公司) since June 2017, Qizheng (Shanghai) Culture Communication Co., Ltd. (啟征（上海）文化傳播有限公司) since May 2019, Letui Chuanshi (Shanghai) Information Technology Co., Ltd. (樂推傳視（上海）信息技術有限公司) since August 2019, Yunxiang Shuke (Shanghai) Information Technology Co., Ltd. (雲想數科（上海）信息技術有限公司) since August 2019, Guangzhou Guomeng Network Technology Co., Ltd. (廣州果盟網絡科技有限公司) since December 2019 and Letui Zhixiao (Shanghai) Cultural Communication Co., Ltd. (樂推智效（上海）文化傳播有限公司) since January 2020, respectively. Prior to joining our Group, Mr. Xu worked at Shanghai Ruichuang Network Technology Co., Ltd. (上海瑞創網絡科技有限公司), a company primarily engaging in internet advertising business, from September 2010 to August 2012.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Xu graduated with a college’s degree in printing technology from Shanghai Publishing and Printing College (上海出版印刷高等專科學校) in July 2009.

Mr. Xu once served in the following company, which was voluntarily dissolved by its shareholders through de-registrations under the PRC Company Law as this company had never been in operation or had ceased to carry out its business operations. Details are set out in the following table.

Position Nature of business Name of the company previously hold before de-registration Shanghai Yichuang Talents executive director Provision of talents Consulting Co., Ltd.* consulting services (上海益創人才諮詢有限公司) (excluding agency services)

Mr. Xu has entered into a service contract with our Company for an initial term of three years commencing from the Listing Date. The service contract shall be terminated according to its terms, and maybe renewed in accordance with the Articles of Association and applicable laws, rules and regulations. Mr. Xu is entitled to receive an annual director’s salary of RMB600,000 and discretionary bonuses according to his service contract. Mr. Xu’s remuneration was determined by the Remuneration Committee with reference to his duties and responsibilities at the Company as well as the prevailing market conditions.

As at the Latest Practicable Date, Xu SPV is wholly owned by FSS Investment, which is in turn the holding vehicle of the Trustee of The FS Trust. The FS Trust is set up by Mr. Xu (as the economic settlor and the protector) and Quantum Computing (as the settlor). Quantum Computing is the offshore holding company wholly owned by Mr. Xu. Therefore, each of Mr. Xu (as the founder of The FS Trust and the sole shareholder of Quantum Computing), Quantum Computing (as the founder of The FS Trust), FSS Investment (as the sole shareholder of Xu SPV) is deemed to be interested in 96,149,153 Shares directly held by Xu SPV by virtue of the SFO, representing approximately 12.08% of the total issued Shares of the Company. In addition, Mr. Xu has been granted 333,135 Share Options by the Company under the Post-IPO Share Option Scheme, representing approximately 0.04% of the total issued Shares of the Company.

Mr. Lin Qian (林芊) , aged 39, is an executive Director and the chief financial officer of the Company. He is mainly responsible for the Group’s internal financial, legal, administrative, and other operations and management affairs, as well as external capital market operation and strategic investment strategy formulation. Mr. Lin has 5 years of enterprise operation management experience and more than 10 years of capital operation and project merger and acquisition management experience and he is also familiar with capital markets in the People’s Republic of China and abroad and is proficient in capital operations. Mr. Lin joined the Group in 2021 and has been serving as the chief financial officer of the Company since July 2021. Prior to joining the Group, Mr. Lin worked at A8 New Media Group Limited (a company listed on the main board of the Stock Exchange, stock code: 00800.HK) as the chief financial officer from September 2016 to July 2021, and as an executive director from April 2017 to July 2021. He served as a director at CVCapital (投中資本) from June 2014 to August 2016 and a business director of the investment

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

banking department at Hua Tai United Securities Co., Ltd. (華泰聯合證券有限公司) from May 2011 to June 2014. He was an investment manager at Shanghai Dong Fang Hui Jin (上海東方惠金文化產業投資有限公司) from October 2009 to May 2011 and a senior auditor at Ernst & Young from October 2006 to October 2009. Mr. Lin graduated from Imperial College London in 2006 with a bachelor’s degree in materials science and engineering.

Mr. Lin has entered into a service contract with the Company as an executive Director for an initial term of three years commencing on March 31, 2022 or until the third annual general meeting of the Company since the date of his appointment, whichever is sooner, unless terminated by either the Company or Mr. Lin by giving at least one month prior written notice or otherwise in accordance with the terms of the service contract. Mr. Lin shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such meeting, and he will be subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. According to the terms of Mr. Lin’s service contract, he is entitled to receive a monthly remuneration of RMB60,000 and discretionary bonuses, as recommended by the remuneration committee of the Board and determined by the Board with reference to his role and responsibilities at the Company as well as the prevailing market conditions.

As at the Latest Practicable Date, Mr. Lin is interested in 50,000 shares of the Company, representing approximately 0.006% of the total issued Shares of the Company.

Ms. Zha Lijun (查麗君) , aged 36, is an executive Director of the Company. She joined the Group in 2013 and currently serves as the deputy general manager of Netjoy (Shanghai) Network Technology Co., Ltd. (嗨皮（上海）網絡科技有限公司). Prior to joining the Group, Ms. Zha served as a sales director of Shanghai Zhihe Information Technology Co., Ltd. (上海志荷信息科技有限公司) from September 2010 to June 2013. She also served as a sales director of Shanghai Shangquan Optical Fiber Communication Equipment Co., Ltd. (上海上詮光纖通信設備有限公司) from August 2007 to August 2010. Ms. Zha graduated from Anhui Vocational and Technical College in July 2007, majoring in fabric computer aided design.

Ms. Zha has entered into a service contract with the Company as an executive Director for an initial term of three years commencing on March 31, 2022 or until the third annual general meeting of the Company since the date of her appointment, whichever is sooner, unless terminated by either the Company or Ms. Zha by giving at least one month prior written notice or otherwise in accordance with the terms of the service contract. Ms. Zha shall hold office only until the first general meeting of the Company after her appointment and be subject to re-election at such meeting, and she will be subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. According to the terms of Ms. Zha’s service contract, she is entitled to receive a monthly remuneration of RMB40,000 and discretionary bonuses, as recommended by the remuneration committee of the Board and determined by the Board with reference to her role and responsibilities at the Company as well as the prevailing market conditions.

As at the Latest Practicable Date, Ms. Zha has been granted 148,261 Share Options by the Company under the Post-IPO Share Option Scheme, representing approximately 0.019% of the total issued Shares of the Company.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Non-executive Director

Mr. Dai Liqun (戴立群) , aged 45, with the former name as Dai Liqun (代立群), is a non-executive Director of our Company. He is primarily responsible for providing strategic advice and making recommendations on corporate operation and development of our Group. Mr. Dai is the spouse of Ms. Peng Ting, a vice president and a joint company secretary of our Company.

Mr. Dai joined our Group in October 2015 and has been a director of Netjoy Network since then. He has also been a director of Letui Culture since December 2013 and its chairman of the board since July 2019. Prior to joining our Group, Mr. Dai served as the technical director of Shanghai Yungang Tonghui Visual Art Design Co., Ltd. (上海雲罡同匯視覺藝術設計有限公司) from July 2008 to November 2013 and Shanghai Look Visual Art Design Co., Ltd. (上海路可視覺藝術設計有限公司) from June 2005 to June 2008, respectively, in charge of overall management of product research and development.

Mr. Dai graduated with a college’s degree in automobile application engineering from Wuhan University of Technology (武漢理工大學) (formerly named as Wuhan Automotive Industry University (武漢汽車工業大學)) in June 1997.

Mr. Dai once served in the following company, which was voluntarily dissolved by its shareholders through de-registrations under the PRC Company Law as this company had never been in operation or had ceased to carry out its business operations. Details are set out in the following table.

	Position	Nature of business
Name of the company	previously hold	before de-registration
Xihe (Shanghai) Culture	supervisor	Provision of multimedia
Communication Co., Ltd*		display and stage
(昔禾（上海）文化傳播有限		designing services
公司)

Mr. Dai has entered into a letter of appointment with our Company for an initial term of three years commencing from the Listing Date. The letter of appointment shall be terminated according to its terms, and maybe renewed in accordance with the Articles of Association and applicable laws, rules and regulations. Mr. Dai is not entitled to receive any remuneration according to his letter of appointment.

As at the Latest Practicable Date, Dai SPV is the direct holding vehicle of The RGRGU Trust, which is set up by Mr. Dai (as the economic settlor and the protector) and Global Awesomeness (as the settlor). Global Awesomeness is the offshore holding company wholly owned by Mr. Dai. Therefore, Mr. Dai (as the founder of The RGRGU Trust and the sole shareholder of Global Awesomeness) is deemed to be interested in 52,981,959 Shares directly held by Dai SPV by virtue of the SFO. Meanwhile, Ms. Peng Ting, a vice president and a joint company secretary of our Company, holds 218,524 Share Options. Ms. Peng Ting is the spouse of Mr. Dai. Therefore, by virtue of the SFO, Mr. Dai is deemed to be interested in the interest held by Ms. Peng.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Independent Non-executive Director

Ms. Cui Wen (崔雯) , aged 59, is an independent non-executive Director of our Company. She is primarily responsible for supervising and providing independent advice on the operation and management of our Group.

Ms. Cui has been an independent director of Shanghai Worth Garden Co., Ltd. (上海沃施園藝股份有限公司), a company listed on Shenzhen Stock Exchange (stock code: 300483) since April 2020. She has spent almost 30 years working at various multinational and domestic corporations dedicating human resources (“ HR ”) area. As the founding member, she has been a director, the general manager and a consultant of Xceed OD Consulting Co. Ltd. (惜德組織發展諮詢有限公司) since December 2013. From June 2014 to February 2018, Ms. Cui served as a member of the executive committee and the dean of seeding college (種子院) of Envision Energy (Jiangsu) Co. Ltd. (遠景能源（江蘇）有限公司) (subsequently renamed as Envision Energy Co. Ltd. (遠景能源有限公司). She also served as the chief officer of organizational development of Uniplan (Shanghai) Co., Ltd. (德商優尼博覽諮詢（上海）有限公司) from March 2013 to October 2013, and the chief operational officer of Baixing Net from September 2011 to February 2013. Prior to that, Ms. Cui held HR related positions in certain corporations, including the U.S. headquarter of Nike Inc. as the global HR business partner from December 2009 to June 2011, Nike Sports (China) Co., Ltd. (耐克體育（中國）有限公司) as the greater China HR director from January 2006 to November 2009, Shanghai Roche Pharmaceutical Co. Ltd. (上海羅氏製藥有限公司) as the China HR director from August 2002 to December 2005, Reckitt Benckiser (China) Co. Ltd. (利潔時（中國）有限公司) as the China HR director from April 1997 to July 2002, and Xian-Janssen Pharmaceutical Co. Ltd. (西安楊森製藥有限公司), as the HR supervisor and compensation supervisor from April 1991 to March 1997.

Ms. Cui graduated from Xi’an University (西安大學) majored in industrial electrical automation in July 1984 and obtained a bachelor’s degree in industrial electrical automation from Xi’an University of Technology (西安理工大學) (formerly known as Shaanxi Institute of Mechanical Engineering (陝西機械學院)) in January 1985. She graduated with a master’s degree in philosophy from Nottingham Trent University in March 2015. She was recognised as the China’s 15 people in 15 years (中國15年15人) by Wolters Kluwer in 2012. Ms. Cui successfully completed the requirements for the Stakeholders Centered Coaching by Marshall Goldsmith Coaching Certification Program and became a certified coach in October 2012. She has been appointed by Shanghai Vistage Management Consulting Co., Ltd. (上海偉仕達管理諮詢有限公司) as an executive coach since February 2018.

Ms. Cui has entered into a letter of appointment with our Company for an initial term of three years commencing from the Listing Date. The letter of appointment shall be terminated according to its terms, and maybe renewed in accordance with the Articles of Association and applicable laws, rules and regulations. Ms. Cui is entitled to receive an annual director’s salary of RMB150,000 according to her letter of appointment. Ms. Cui’s remuneration was determined by the Remuneration Committee with reference to her duties and responsibilities at the Company as well as the prevailing market conditions.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Ms. Cui did not have any interest in the shares or underlying shares of our Company or its associated corporations within the meaning of Part XV of the SFO.

Directors’ Remuneration in 2021

The amount of remuneration received by each of the above Directors for the year ended December 31, 2021 is set out in Note 8 to the consolidated financial statements of the Company’s annual report 2021.

For identification purposes only

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APPENDIX II

EXPLANATORY STATEMENT

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with all information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the number of issued Shares was 795,658,000 Shares of nominal value of US$0.00005 each which have been fully paid or credited as fully paid. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Directors will be authorized to repurchase a maximum of 79,565,800 Shares which represent 10% of the issued Shares as at the date of the passing of the resolution in relation to the Repurchase Mandate during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying such mandate.

REASONS FOR AND FUNDING OF REPURCHASE

The Directors believe that it is in the best interests of our Company and the Shareholders for the Shareholders to grant the Repurchase Mandate in order to enable our Company to repurchase its Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of our Company’s net asset value and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit our Company and the Shareholders as a whole.

Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules, the Cayman Companies Act and other applicable laws. Pursuant to the Cayman Companies Act, the amount of capital paid in connection with a repurchase of Shares may be paid with profits of our Company or out of the proceeds of a new issuance of shares made for the purpose of the repurchase or out of capital subject to and in accordance with the Cayman Companies Act. The amount of premium payable on repurchase may only be paid out of either the profits of our Company or out of the share premium account before or at the time our Company’s Shares are repurchased in the manner provided for in the Cayman Companies Act.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Repurchase Mandate was to be exercised in full, it may not have an adverse impact on the working capital and/or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at December 31, 2021, being the date on which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such extent as would,

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APPENDIX II

EXPLANATORY STATEMENT

in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company or its subsidiaries in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the proposed Repurchase Mandate in accordance with the Listing Rules, the Articles of Associations and the applicable laws of the Cayman Islands.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the proposed Repurchase Mandate is approved by the Shareholders.

TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder ‘s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder ‘s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any repurchase of Shares under the Repurchase Mandate.

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APPENDIX II

EXPLANATORY STATEMENT

As at the Latest Practicable Date, to the best knowledge, information and belief of the Directors, the following substantial shareholders were interested in 10% or more of the issued Shares:

		Approximate	percentage of
		shareholding
			If the
		As at the	Repurchase
	Number of	Latest	Mandate is
	Shares in	Practicable	exercised in
Name of Shareholder	Interest	Date(1)	full
PraxisIFM (Hong Kong)
Limited(2)(3)(4)(5)	315,313,070	39.63%	44.03%
Mr. Wang(3)	114,014,831	14.33%	15.92%
Derun Investments(3)	113,796,307	14.30%	15.89%
Wang SPV(3)	113,796,307	14.30%	15.89%
Derun International(3)	113,796,307	14.30%	15.89%
Mr. Xu(4)	96,482,288	12.13%	13.47%
Quantum Computing(4)	96,149,153	12.08%	13.43%
Xu SPV(4)	96,149,153	12.08%	13.43%
FSS Investment(4)	96,149,153	12.08%	13.43%
Schroders Plc(5)	96,647,000	12.15%	13.50%

Notes:

The percentage is calculated on the basis of 795,658,000 Shares in issue at the Latest Practicable Date.
PraxisIFM (Hong Kong) Limited (formerly known as PraxisIFM Fiduciaries (Hong Kong) Limited) is the trustee of the Family Trusts, the discretionary family trusts set up by Mr. Wang, Mr. Xu, Mr. Qin, Mr. Dai, and Mr. Ru respectively. Therefore, PraxisIFM (Hong Kong) Limited is deemed to be interested in the Shares directly held by Wang SPV, Xu SPV, Qin SPV, Dai SPV, and Ru SPV by virtue of the SFO.
Wang SPV is wholly owned by Derun International, which is in turn the holding vehicle of the Trustee of The Longhills Trust. The Longhills Trust is set up by Mr. Wang (as the economic settlor and the protector) and Derun Investments (as the settlor). Derun Investments is the offshore holding company wholly owned by Mr. Wang. Therefore, each of Mr. Wang (as the founder of The Longhills Trust and the sole shareholder of Derun Investments), Derun Investments (as the founder of The Longhills Trust), Derun International (as the sole shareholder of Wang SPV) is deemed to be interested in 113,796,307 Shares directly held by Wang SPV by virtue of the SFO. Meanwhile, Mr. Wang beneficially holds 218,524 Share Options.

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APPENDIX II

EXPLANATORY STATEMENT

Xu SPV is wholly owned by FSS Investment, which is in turn the holding vehicle of the Trustee of The FS Trust. The FS Trust is set up by Mr. Xu (as the economic settlor and the protector) and Quantum Computing (as the settlor). Quantum Computing is the offshore holding company wholly owned by Mr. Xu. Therefore, each of Mr. Xu (as the founder of The FS Trust and the sole shareholder of Quantum Computing), Quantum Computing (as the founder of The FS Trust), FSS Investment (as the sole shareholder of Xu SPV) is deemed to be interested in 96,149,153 Shares directly held by Xu SPV by virtue of the SFO. Meanwhile, Mr. Xu beneficially holds 333,135 Share Options.
These Shares are directly held by Schroder Investment Management North America Limited as to 1,985,000, Schroder Investment Management Limited as to 375,000, Schroder Investment Management (Hong Kong) Limited as to 85,547,000 and Schroder Investment Management (Singapore) as to 8,740,000. Schroder Investment Management North America Limited is direct wholly-owned by Schroder Investment Management Limited, each of Schroder Investment Management Limited, Schroder Investment Management (Hong Kong) Limited and Schroder Investment Management (Singapore) Ltd is direct wholly-owned by Schroder International Holdings Limited, which is indirect wholly-owned by Schroder Administration Limited. Schroder Administration Limited is indirect wholly-owned by Schroders Plc, therefore Schroders Plc is deemed to be interested in these Shares by virtue of the SFO.

In the event that the Directors exercise in full the proposed Repurchase Mandate to repurchase Shares, the interest of the substantial shareholders in the Company will be increased to the approximate percentage as set out in the table above. To the best knowledge and belief of the Directors, such increase in shareholding of PraxisIFM (Hong Kong) Limited would give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for PraxisIFM (Hong Kong) Limited to make a mandatory offer. Save as disclosed above, the Directors are not aware of any other consequences which may arise under the Takeovers Code as consequences of any purchase of Shares made by the Company.

The Listing Rules prohibit a company from making a repurchase on the Stock Exchange if the result of such repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of the issued Shares would be publicly held. The Directors do not intend to repurchase Shares to an extent that the public float will be less than the prescribed minimum percentage.

SHARE REPURCHASE MADE BY THE COMPANY

During the six months before the Latest Practicable Date, the Company did not repurchased any of its Shares (whether on the Stock Exchange or otherwise).

– 26 –

APPENDIX II

EXPLANATORY STATEMENT

SHARE PRICES

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

Month	Highest Price	Lowest Price
	HK$	HK$
2021
April	7.470	6.700
May	8.060	6.020
June	7.450	6.090
July	6.680	3.680
August	4.450	3.510
September	4.850	3.580
October	4.220	3.540
November	3.880	2.790
December	3.190	2.030
2022
January	3.350	2.230
February	2.740	2.200
March	2.360	1.550
April (up to the Latest Practicable Date)	2.150	1.850

– 27 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Details of the Proposed Amendments are set out as follows:

Currently in force	Proposed to be amended as	Proposed to be amended as
No. Memorandum of Association No.	Memorandum of Association
4.18 To lend and advance moneys or give credit to such persons and on such terms as may be thought fit and to guarantee or stand surety for the obligations of any third party whether such third party is related to the Company or otherwise and whether or not such guarantee or surety is to provide any benefits to the Company and for that purpose to mortgage or charge the Company’s undertaking, property and uncalled capital or any part thereof, on such terms and conditions as may be thought expedient in support of any such obligations binding on the Company whether contingent or otherwise. 4.18		~~mone~~
5 The Company shall have the power, subject to the provisions of the Cayman Islands Companies Law and with the approval of a special resolution, to transfer and be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside of the Cayman Islands and to be de-registered in the Cayman Islands. 5

– 28 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force		Proposed to be amended as	Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
1(a)	The Regulations contained in Table A in	1(a)	The Regulations contained in Table A in
	the First Schedule to the Companies Law		the First Schedule to the Companies
	do not apply to the Company.		~~Law~~Actdo not apply to the Company.
1(b)	......	1(b)	......
	*Companies Law* means the Companies Law (Revised) of the Cayman Islands as amended from time to time and every		*Companies* ~~*Law~~Act* means the Companies ~~Law~~Act (Revised) of the Cayman Islands as amended from time to time and every
	other act, other regulation or other		other	act, other regulation or other
	instrument having statutory effect (as		instrument having statutory effect (as
	amended from time to time) for the time		amended from time to time) for the time
	being in force in the Cayman Islands		being	in force in the Cayman Islands
	applying to or affecting the Company, the		applying to or affecting the Company, the
	Memorandum of Association and/or		Memorandum of Association and/or
	Articles of Association;		Articles of Association;
	......		......
	*Registered Office* means the registered		*Registered Office* means the registered
	office of the Company for the time being as		office of the Company for the time being as
	required by the Companies Law;		required by the Companies~~Law~~Act;
	.......		.......
	*Subsidiary* has the meaning ascribed to it		*Subsidiary* has the meaning ascribed to it
	by Section 15 of the Companies Ordinance;		by Section 15 of the Companies Ordinance;
	and		~~and~~
	*Transfer Office* means the place where the		*Transfer Office* means the place where the
	principal register of Shareholders is		principal register of Shareholders is
	located for the time being.		located for the time being~~.~~; and
	.......		.......

– 29 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
1(c)(iii)	subject to the foregoing provisions of this	1(c)(iii)	subject to the foregoing provisions of this
	Article, any words or expressions defined		Article, any words or expressions defined
	in the Companies Law (except any statutory modification thereof not in force		in the Companies ~~Law~~Act (except any statutory modification thereof not in force
	when these Articles become binding on the		when these Articles become binding on the
	Company) shall bear the same meaning in		Company) shall bear the same meaning in
	these Articles, save that company shall		these Articles, save that company shall
	where the context permits include any		where the context permits include any
	company incorporated in the Cayman		company incorporated in the Cayman
	Islands or elsewhere; and		Islands or elsewhere; and
1(d)	At all times during the Relevant Period a	1(d)	At all times during the Relevant Period a
	resolution shall be a Special Resolution		resolution shall be a Special Resolution
	when it has been passed by a majority of		when it has been passed by a majority of
	not less than three-quarters of the votes cast by such Shareholders as, being entitled so to do, vote in person or by		not less than three-~~quarters~~fourths of the ~~voting cast~~voting rights held by such Shareholders as, being entitled so to do,
	proxy or, in the case of any Shareholder		vote in person or by proxy or, in the case of
	being a corporation, by its duly authorised		any Shareholder being a corporation, by its
	representatives at a general meeting of		duly authorised representatives at a
	which notice specifying the intention to		general meeting of which notice specifying
	propose the resolution as a special		the intention to propose the resolution as a
	resolution has been duly given.		special resolution has been duly given.
/	/	1(h)	Subject to Article 5(a), the provisions of
			Special Resolutions and Ordinary
			Resolutions shall apply *mutatis mutandis*
			to any resolutions passed by the holders
			of any class of Shares.

– 30 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force			Proposed to be amended as	Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
5(a)	If at any time the share capital of the		5(a)	If at any time the share capital of the
	Company is divided into different classes			Company is divided into different classes
	of Shares, all or any of the special rights			of Shares, all or any of the special rights
	attached to any class (unless otherwise			attached to any class (unless otherwise
	provided for by the terms of issue of the			provided for	by the terms of issue of the
	Shares of that class) may, subject to the			Shares of that class) may, subject to the
	provisions of the Companies Law, be varied or abrogated either with the consent			provisions of the Companies ~~Law~~Act, be varied or abrogated~~either~~with the consent
	in writing of the holders of not less than three-quarters in nominal value of the			~~in writing~~of voting rights	at least three-fourths of the of the holders~~of not less than~~
	issued Shares of that class or with the			~~three-quarters in nominal value~~of the~~issued~~
	sanction of a Special Resolution passed at a			Shares of that	class ~~or with the sanction of a~~
	separate general meeting of the holders of the Shares of that class. To every such			~~Special Resolution passed~~present and voting in person or by proxyat a separate general
	separate general meeting the provisions of			meeting of the holders of the Shares of that
	these Articles relating to general meetings			class. To every such separate general
	shall mutatis mutandis apply, provided			meeting the	provisions of these Articles
	that:			relating to general meetings shall apply
				mutatis mutandis~~apply,~~provided that:
	(i) the necessary quorum (other than at
	an adjourned meeting) shall be not			(i) the necessary quorum~~(other than at~~
	less than two persons holding (or, in			~~an adjourned meeting) ~~shall be ~~not~~
	the case of a Shareholder being a			~~less than~~two persons holding (or, in
	corporation, by its duly authorised			the case of a Shareholder being a
	representative) or representing by			corporation, by its duly authorised
	proxy one-third in nominal value of			representative) or representing by
	the issued Shares of that class. In the			proxy	not less than one-third in
	event of any adjourned meeting as a			nominal value of the issued Shares of
	result of a lack of quorum, two			that class~~. In the event of any~~
	Shareholders present in person (or in			~~adjourned meeting as a result of a~~
	the case of the Shareholders being a			~~lack of ~~	~~quorum, two Shareholders~~
	corporation, by its duly authorised			~~present in person (or in the case of~~
	representative) or by	proxy (whatever		~~the Shareholder being a corporation,~~
	number of Shares held by them) shall			~~by its duly authorised representative)~~
	be a quorum; and			~~or by proxy (whatever the number of~~
				~~Shares ~~	~~held by them) shall be a~~
				~~quorum~~; and

– 31 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force		Proposed to be amended as
No.	Articles of Association	No. Articles of Association
	(ii) any holder of Shares of the class	(ii) any holder of Shares of the class
	present in person (or in the case of		present in person (or in the case of
	the Shareholder being a corporation,		the Shareholder being a corporation,
	by its duly authorised representative)		by its duly authorised representative)
	or by proxy may demand a poll.		or by proxy may demand a poll.
8	Any new Shares shall be issued upon such	8 Any new Shares shall be issued upon such
	terms and conditions and with such rights,	terms and conditions and with such rights,
	privileges or restrictions attached thereto	privileges or restrictions attached thereto
	as the general meeting resolving upon the	as	the general meeting resolving upon the
	creation thereof shall direct, and if no	creation thereof shall direct, and if no
	direction be given, subject to the	direction be given, subject to the
	provisions of the Companies Law and of these Articles, as the Board shall	provisions of the Companies ~~Law~~Act and of these Articles, as the Board shall
	determine; and in particular such Shares	determine; and in particular such Shares
	may be issued with a preferential or	may be issued with a preferential or
	qualified right to participate in Dividends	qualified right to participate in Dividends
	and in the distribution of assets of the	and in the distribution of assets of the
	Company and with a special right or	Company and with a special right or
	without any right of voting.	without any right of voting.
11(a)	All unissued Shares and other securities of	11(a) All unissued Shares and other securities of
	the Company shall be at the disposal of the	the Company shall be at the disposal of the
	Board and it may offer, allot (with or	Board and it may offer, allot (with or
	without conferring a right of renunciation),	without conferring a right of renunciation),
	grant options over or otherwise dispose of	grant options over or otherwise dispose of
	them to such persons, at such times, for	them to such persons, at such times, for such
	such consideration and generally on such	consideration and generally on such terms
	terms (subject to Article 9) as it in its	(subject to Article 9) as it in its absolute
	absolute discretion thinks fit, provided	discretion thinks fit, provided that no
	that no Shares shall be issued at a discount.	Shares shall be issued at a discount. The
	The Board shall, as regards any offer or	Board shall, as regards any offer or
	allotment of Shares, comply with the	allotment of Shares, comply with the
	provisions of the Companies Law, if and so far as such provisions may be applicable	provisions of the Companies~~Law~~Act, if and so far as such provisions may be applicable
	thereto.	thereto.

– 32 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 11(b) Neither the Company nor the Board shall 11(b) Neither the Company nor the Board shall be obliged, when making or granting any be obliged, when making or granting any allotment of, offer of, option over or allotment of, offer of, option over or disposal of Shares or other securities of the disposal of Shares or other securities of the Company, to make, or make available, and Company, to make, or make available, and may resolve not to make, or make available, may resolve not to make, or make available, any such allotment, offer, option or Shares any such allotment, offer, option or Shares or other securities to Shareholders or others or other securities to Shareholders or others with registered addresses in any jurisdiction with registered addresses in any jurisdiction outside of the Relevant Territory, or in any outside of the Relevant Territory, or in any particular territory or territories being a particular territory or territories being a territory or territories where, in the absence territory or territories where, in the absence of a registration statement or other special of a registration statement or other special formalities, this would or might, in the formalities, ~~this~~ doing so would or might, in opinion of the Board, be unlawful or the opinion of the Board, be unlawful or impracticable, or the existence or extent of impracticable, or the existence or extent of the requirement for such registration the requirement for such registration statement or special formalities might be statement or special formalities might be expensive (whether in absolute terms or in expensive (whether in absolute terms or in relation to the rights of the Shareholder(s) relation to the rights of the Shareholder(s) who may be affected) or time consuming to who may be affected) or time consuming to determine. The Board shall be entitled to determine. The Board shall be entitled to make such arrangements to deal with make such arrangements to deal with fractional entitlements arising on an offer of fractional entitlements arising on an offer of any unissued Shares or other securities as it any unissued Shares or other securities as it thinks fit, including the aggregation and the thinks fit, including the aggregation and the sale thereof for the benefit of the Company. sale thereof for the benefit of the Company. Shareholders who may be affected as a Shareholders who may be affected as a result of any of the matters referred to in this result of any of the matters referred to in this paragraph (b) shall not be, and shall be paragraph (b) shall not be, and shall be deemed not to be, a separate class of deemed not to be, a separate class of Shareholders for any purposes whatsoever. Shareholders for any purposes whatsoever.

– 33 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
12(a)	The Company may at any time pay	12(a)	The Company may at any time pay
	commission to any person for subscribing		commission to any person for subscribing
	or agreeing to subscribe (whether		or agreeing to subscribe (whether
	absolutely or conditionally) for any Shares		absolutely or conditionally) for any Shares
	or procuring or agreeing to procure		or procuring or agreeing to procure
	subscriptions (whether absolute or		subscriptions (whether absolute or
	conditional) for any Shares, provided that		conditional) for any Shares, provided that
	the conditions and requirements of the		the conditions and requirements of the
	Companies Law shall be observed and complied with, and in each case the		Companies ~~Law~~Act shall be observed and complied with, and in each case the
	commission shall not exceed ten per cent of		commission shall not exceed ten per cent of
	the price at which the Shares are issued.		the price at which the Shares are issued.
12(b)	If any Shares are issued for the purpose of	12(b)	If any Shares are issued for the purpose of
	raising money to defray the expenses of		raising money to defray the expenses of
	the construction of any works or buildings		the construction of any works or buildings
	or the provision of any plant which cannot		or the provision of any plant which cannot
	be made profitable within a period of one		be made profitable within a period of one
	year, the Company may pay interest on so		year, the Company may pay interest on so
	much of that share capital as is for the time		much of that share capital as is for the time
	being paid up for the period and, subject to		being paid up for the period and, subject to
	any conditions and restrictions mentioned		any conditions and restrictions mentioned
	in the Companies Law, may charge the sum so paid by way of interest to capital as part		in the Companies ~~Law~~Act, may charge the sum so paid by way of interest to capital as
	of the cost of construction of the works or		part of the cost of construction of the
	buildings, or the provisions of the plant.		works or buildings, or the provisions of the
			plant.

– 34 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 13(b) consolidate or divide all or any of its share 13(b) consolidate or divide all or any of its share capital into Shares of larger or smaller capital into Shares of a larger or smaller amount than its existing Shares; and on amount than its existing Shares; and on any consolidation of fully paid Shares into any consolidation of fully paid Shares into Shares of larger amount, the Board may Shares of a larger amount, the Board may settle any difficulty which may arise as it settle any difficulty which may arise as it thinks expedient and in particular (but thinks expedient and in particular (but without prejudice to the generality of the without prejudice to the generality of the foregoing) may as between the holders of foregoing) may as between the holders of Shares to be consolidated determine which Shares to be consolidated determine which particular Shares are to be consolidated particular Shares are to be consolidated into a consolidated Share, and if it shall into a consolidated Share, and if it shall happen that any person shall become happen that any person shall become entitled to fractions of a consolidated entitled to fractions of a consolidated Share or Shares, such fractions may be sold Share or Shares, such fractions may be sold by some person appointed by the Board for by some person appointed by the Board for that purpose and the person so appointed that purpose and the person so appointed may transfer the Shares so sold to the may transfer the Shares so sold to the purchaser thereof and the validity of such purchaser thereof and the validity of such transfer shall not be questioned, and so transfer shall not be questioned, and ~~so~~ that the net proceeds of such sale (after ~~that~~ the net proceeds of such sale (after deduction of the expenses of such sale) deduction of the expenses of such sale) may either be distributed among the may either be distributed among the persons who would otherwise be entitled persons who would otherwise be entitled to a fraction or fractions of a consolidated to a fraction or fractions of a consolidated Share or Shares rateably in accordance Share or Shares rateably in accordance with their rights and interest or may be with their rights and interest or may be paid to the Company for the Company’s paid to the Company for the Company’s benefit; benefit;

– 35 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force
No.	Articles of Association		No. Articles of Association
13(d)	sub-divide its Shares or any of them into		13(d) sub-divide its Shares or any of them into
	Shares of smaller amount than	is fixed by	Shares of smaller amount than is fixed by
	the Memorandum of Association, subject		the Memorandum of Association, subject
	nevertheless to the provisions of the		nevertheless to the provisions of the
	Companies Law, and so that the resolution whereby any Share is sub-divided may		Companies ~~Law~~Act, and so that the resolution whereby any Share is
	determine that, as between the holders of		sub-divided may determine that, as
	the Shares resulting from such sub-division,		between the holders of the Shares resulting
	one or more of the Shares may have any		from such sub-division, one or more of the
	such preferred or other special	rights over,	Shares may have any such preferred or
	or may have such deferred rights or be		other special rights over, or may have such
	subject to any such restrictions as compared		deferred rights or be subject to any such
	with the others as the Company has power		restrictions as compared with the others as
	to attach to unissued or new Shares;		the Company has power to attach to
			unissued or new Shares;
15(a)	Subject to the Companies Law, or any other law or so far as not prohibited by any law		15(a) Subject to the Companies ~~Law~~Act, or any other law or so far as not prohibited by any
	and subject to any rights conferred on the		law and subject to any rights conferred on
	holders of any class of Shares, the		the holders of any class of Shares, the
	Company shall have the power to purchase		Company shall have the power to purchase
	or otherwise acquire all or any of its own		or otherwise acquire all or any of its own
	Shares (which expression as used in this		Shares (which expression as used in this
	Article includes redeemable Shares),		Article includes redeemable Shares),
	provided that the manner and terms of		provided that the manner and terms of
	purchase have first been authorised by an		purchase have first been authorised by an
	Ordinary Resolution, and to purchase or		Ordinary Resolution, and to purchase or
	otherwise acquire warrants	and other	otherwise acquire warrants and other
	securities for the subscription or purchase		securities for the subscription or purchase
	of its own Shares, and shares and warrants		of its own Shares, and shares and warrants
	and other securities for the subscription or		and other securities for the subscription or
	purchase of any shares in any company		purchase of any shares in any company
	which is its Holding Company and may		which is its Holding Company and may
	make payment therefor in any manner and		make payment therefor in any manner and
	terms authorised or not prohibited by law,		terms authorised or not prohibited by law,

– 36 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association including out of capital, or to give, directly including out of capital, or to give, directly or indirectly, by means of a loan, a or indirectly, by means of a loan, a guarantee, an indemnity, the provision of guarantee, an indemnity, the provision of security or otherwise howsoever, financial security or otherwise howsoever, financial assistance for the purpose of or in assistance for the purpose of or in connection with a purchase or other connection with a purchase or other acquisition made or to be made by any acquisition made or to be made by any person of any Shares or warrants or other person of any Shares or warrants or other securities in the Company or any company securities in the Company or any company which is a Holding Company of the which is a Holding Company of the Company. If the Company purchases or Company. If the Company purchases or otherwise acquires its own Shares or otherwise acquires its own Shares or warrants or other securities, neither the warrants or other securities, neither the Company nor the Board shall be required Company nor the Board shall be required to select the Shares or warrants or other to select the Shares or warrants or other securities to be purchased or otherwise securities to be purchased or otherwise acquired rateably or in any other manner acquired rateably or in any other manner and terms as between the holders of Shares and terms as between the holders of Shares or warrants or other securities of the same or warrants or other securities of the same class or as between them and the holders of class or as between them and the holders of Shares or warrants or other securities of Shares or warrants or other securities of any other class or in accordance with the any other class or in accordance with the rights as to Dividends or capital conferred rights as to Dividends or capital conferred by any class of Shares, provided always by any class of Shares, provided always that any such purchase or other acquisition that any such purchase or other acquisition or financial assistance shall only be made or financial assistance shall only be made in accordance with the relevant code, rules in accordance with the relevant code, rules or regulations issued from time to time by or regulations issued from time to time by the HK Stock Exchange and/or the the HK Stock Exchange and/or the Securities and Futures Commission of Securities and Futures Commission of Hong Kong from time to time in force. Hong Kong from time to time in force. 15(b) Subject to the provisions of the Companies 15(b) Subject to the provisions of the Companies Law and the Memorandum of Association ~~Law~~ Act and the Memorandum of Association of the Company, and to any special rights of the Company, and to any special rights conferred on the holders of any Shares or conferred on the holders of any Shares or attaching to any class of Shares, Shares attaching to any class of Shares, Shares may may be issued on the terms that they may, be issued on the terms that they may, at the at the option of the Company or the option of the Company or the holders thereof, holders thereof, be liable to be redeemed be liable to be redeemed on such terms and in on such terms and in such manner, such manner, including out of capital, as the including out of capital, as the Board may Board may deem fit. deem fit.

– 37 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force		Proposed to be	amended as
No.	Articles of Association	No.	Articles of Association
15(e)	The holder of the Shares being purchased	15(e)	The holder of the	Shares being purchased
	or redeemed shall be bound to deliver up		or redeemed shall	be bound to deliver ~~up~~
	to the Company at the Head Office or such		to the Company at	the Head Office or such
	other place as the Board shall specify the		other place as the	Board shall specify the
	certificate(s) thereof for cancellation and		certificate(s) thereof for cancellation and
	thereupon the Company shall pay to him		thereupon the Company shall pay to him
	the purchase or redemption monies in		the purchase or	redemption monies in
	respect thereof.		respect thereof.
17(a)	The Board shall cause to be kept the	17(a)	The Board shall	cause to be kept the
	Register and there shall be entered therein		Register and there	shall be entered therein
	the particulars required under the		the particulars	required under the
	Companies Law.		Companies~~Law~~Act.

– 38 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
17(b)	Subject to the provisions of the Companies	17(b)	Subject to the provisions of the Companies
	Law, if the Board considers it necessary or appropriate, the Company may establish		~~Law~~Act, if the Board considers it necessary or appropriate, the Company may
	and maintain a principal or branch register		establish and maintain a principal or
	of Shareholders at such location as the		branch register of Shareholders at such
	Board thinks fit and, during the Relevant		location as the Board thinks fit and, during
	Period, the Company shall keep its		the Relevant Period, the Company shall
	principal or a branch register of		keep its principal or a branch	register of
	Shareholders in Hong Kong.		Shareholders in Hong Kong.
17(c)	During the Relevant Period (except when	17(c)	During the Relevant Period (except when
	the Register is closed), any Shareholder		the Register is closed in accordance with
	may inspect during business hours any		the terms equivalent to the relevant
	Register maintained in Hong Kong		section of the Companies Ordinance),		any
	without charge and require the provision		Shareholder may inspect during business
	to him of copies or extracts thereof in all		hours any Register maintained in Hong
	respects as if the Company were incorporated		Kong without charge and require		the
	under and were subject to the Companies		provision to him of copies or extracts
	Ordinance.		thereof in all respects as if the Company
			were incorporated under and were subject
			to the Companies Ordinance.

– 39 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 18(a) Every person whose name is entered as a 18(a) Every person whose name is entered as a Shareholder in the Register shall be Shareholder in the Register shall be entitled to receive within the relevant time entitled to receive within the relevant time limit as prescribed in the Companies Law limit as prescribed in the Companies or as the HK Stock Exchange may from ~~Law~~ Act or as the HK Stock Exchange may time to time determine, whichever is from time to time determine, whichever is shorter, after allotment or lodgement of a shorter, after allotment or lodgement of a transfer (or within such other period as the transfer (or within such other period as the conditions of issue shall provide or is conditions of issue shall provide or is required by the applicable rules of the required by the applicable rules of the stock exchange of the Relevant Territory) stock exchange of the Relevant Territory) one certificate for all his Shares, or, if he one certificate for all his Shares, or, if he shall so request, in a case where the shall so request, in a case where the allotment or transfer is of a number of allotment or transfer is of a number of Shares in excess of the number for the time Shares in excess of the number for the time being forming a stock exchange board lot being forming a stock exchange board lot for the purposes of the stock exchange of for the purposes of the stock exchange of the Relevant Territory on which the Shares the Relevant Territory on which the Shares are listed upon payment of such sum (in are listed upon payment of such sum (in the case of a transfer, not exceeding in the the case of a transfer, not exceeding in the case of any share capital listed on a stock case of any share capital listed on a stock exchange in Hong Kong, HK$2.50 or such exchange in Hong Kong, HK$2.50 or such other sum as may from time to time be other sum as may from time to time be allowed or not prohibited under the allowed or not prohibited under the Listing Rules, and in the case of any other Listing Rules, and in the case of any other Shares, such sum in such currency as the Shares, such sum in such currency as the Board may from time to time determine to Board may from time to time determine to be reasonable in the territory in which the be reasonable in the territory in which the relevant Register is situated, or otherwise relevant Register is situated, or otherwise such other sum as the Company may by such other sum as the Company may by Ordinary Resolution determine) for every Ordinary Resolution determine) for every certificate after the first as the Board may certificate after the first as the Board may from time to time determine, such number from time to time determine, such number of certificates for Shares in stock exchange of certificates for Shares in stock exchange board lots or whole multiples thereof as he board lots or whole multiples thereof as he shall request and one for the balance (if shall request and one for the balance (if any) of the Shares in question, provided any) of the Shares in question, provided that in respect of a Share or Shares held that in respect of a Share or Shares held jointly by several persons, the Company jointly by several persons, the Company shall not be bound to issue a certificate or shall not be bound to issue a certificate or certificates to each such person, and the certificates to each such person, and the issue and delivery of a certificate or issue and delivery of a certificate or certificates to one of the joint holders shall certificates to one of the joint holders shall be sufficient delivery to all such holders. be sufficient delivery to all such holders.

– 40 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
23	The Company shall have a first	and	23	The Company shall have a first and
	paramount lien on every Share (not being a			paramount lien on every Share (not being a
	fully paid Share) for all moneys, whether presently payable or not, called or payable			fully paid Share) for all ~~moneys~~monies, whether presently payable or not, called or
	at a fixed time in respect of that Share; and			payable at a fixed time in respect of that
	the Company shall also have a first and			Share; and the Company shall also have a
	paramount lien and charge on all Shares			first and paramount lien and charge on all
	(other than fully paid-up Shares) standing			Shares (other than fully paid-up Shares)
	registered in the name of a Shareholder,			standing registered in the name of a
	whether singly or jointly with any other			Shareholder, whether singly or jointly with
	person or persons, for all the debts and			any other person or persons, for all the
	liabilities of such Shareholder or his estate			debts and liabilities of such Shareholder or
	to the Company and whether the same			his estate to the Company and whether the
	shall have been incurred before or	after		same shall have been incurred before or
	notice to the Company of any equitable or			after notice to the Company of any
	other interest of any person other	than		equitable or other interest of any person
	such Shareholder, and whether the period			other than such Shareholder, and whether
	for the payment or discharge of the	same		the period for the payment or discharge of
	shall have actually arrived or not, and			the same shall have actually arrived or not,
	notwithstanding that the same are	joint		and notwithstanding that the same are
	debts or liabilities of such Shareholder or			joint debts or liabilities of such
	his estate and any other person, whether a			Shareholder or his estate and any other
	Shareholder or not. The Company’s lien (if			person, whether a Shareholder or not. The
	any) on a Share shall extend to all			Company’s lien (if any) on a Share shall
	Dividends and bonuses declared in respect			extend to all Dividends and bonuses
	thereof. The Board may at any time either			declared in respect thereof. The Board may
	generally or in any particular case waive			at any time either generally or in any
	any lien that has arisen, or declare any			particular case waive any lien that has
	Share to be exempt wholly or partially			arisen, or declare any Share to be exempt
	from the provisions of this Article.			wholly or partially from the provisions of
				this Article.

– 41 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force			Proposed to be amended as	Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
24	The Company may sell, in such manner as		24	The Company may sell, in such manner as
	the Board thinks fit, any Shares on which			the Board thinks fit, any Shares on which
	the Company has a lien, but no sale shall			the Company has a lien, but no sale shall
	be made unless some sum in respect of			be	made unless some sum in respect of
	which the lien exists is presently payable			which the lien exists is presently payable
	or the liability or engagement in respect of			or the liability or engagement in respect of
	which such lien exists is liable	to be		which such lien exists is liable to be
	presently fulfilled or discharged, nor until			presently fulfilled or discharged, nor until
	the expiration of 14 days after a notice in			the expiration of 14 days after a notice in
	writing, stating and demanding payment			writing, stating and demanding payment
	of the sum presently payable or specifying			of the sum presently payable or specifying
	the liability or engagement and demanding			the	liability or engagement and demanding
	fulfilment or discharge thereof and giving			fulfilment or discharge thereof and giving
	notice of intention to sell in default, shall			notice of intention to sell in default, shall
	have been given, in the manner in which			have been given, in the manner in which
	notices may be sent to Shareholders	of the		notices may be sent to Shareholders of the
	Company as provided in these Articles, to			Company as provided in these Articles, to
	the registered holder for the time being of			the registered holder for the time being of
	the Shares, or the person entitled by reason			the Shares, or the person entitled to the
	of such holder’s death, bankruptcy or			Shares by reason of such holder’s death,
	winding-up to the Shares.			bankruptcy or winding-up~~to the Shares~~.
26	The Board may from time to time	make	26	The Board may from time to time make such
	such calls as it thinks fit upon the			calls as it thinks fit upon the Shareholders in
	Shareholders in respect of any moneys unpaid on the Shares held by them			respect of any~~moneys~~moniesunpaid on the Shares held by them respectively (whether on
	respectively (whether on account of the			account of the nominal value of the Shares or
	nominal value of the Shares or by way of			by	way of premiums) and not by the
	premiums) and not by the conditions of			conditions of allotment thereof made payable
	allotment thereof made payable at a	fixed		at a fixed time. A call may be made payable
	time. A call may be made payable either in			either in one sum or by instalments.
	one sum or by instalments.

– 42 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force
No.	Articles of Association		No.	Articles of Association
32	The joint holders of a Share shall be		32	The joint holders of a Share shall be
	severally as well as jointly liable for	the		severally as well as jointly liable for the
	payment of all calls and instalments due in			payment of all calls and instalments due in
	respect of such Share or other moneys in respect thereof.	due		respect of such Share or other~~moneys~~monies due in respect thereof.
38	The Board may, if it thinks fit, receive from		38	The Board may, if it thinks fit, receive from
	any Shareholder willing to advance	the		any Shareholder willing to advance the
	same, and either in money or money’s			same, and either in money or money’s
	worth, all or any part of the money			worth, all or any part of the money
	uncalled and unpaid or instalments			uncalled and unpaid or instalments
	payable upon any Shares held by him,	and		payable upon any Shares held by him, and
	in respect of all or any of the moneys so advanced may pay interest at such rate (if			in respect of all or any of the~~moneys~~monies so advanced may pay interest at such rate (if
	any) not exceeding 20 per cent per annum,			any) not exceeding 20 per cent per annum,
	as the Board may decide, but a payment in advance of a call shall not entitle the			as the Board may decide~~, but a~~. Apayment in advance of a call shall not entitle the
	Shareholder to receive any Dividend			Shareholder to receive any Dividend
	subsequently declared or to exercise	any		subsequently declared or to exercise any
	other rights or privileges as a Shareholder			other rights or privileges as a Shareholder
	in respect of the Share or the due portion of			in respect of the Share or the due portion of
	the Shares upon which payment has been			the Shares upon which payment has been
	advanced by such Shareholder before	it is		advanced by such Shareholder before it is
	called up. The Board may at any time repay			called up. The Board may at any time repay
	the amount so advanced upon giving to			the amount so advanced upon giving to
	such Shareholder not less than	one		such Shareholder not less than one
	Month’s notice in writing of its intention			Month’s notice in writing of its intention
	on that behalf, unless before the expiration			on that behalf, unless before the expiration
	of such notice the amount so advanced			of such notice the amount so advanced
	shall have been called up on the Shares in			shall have been called up on the Shares in
	respect of which it was advanced.			respect of which it was advanced.

– 43 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force	Currently in force
	No. Articles of Association No.
	39 Subject to the Companies Law, all transfers of Shares shall be effected by transfer in writing in the usual or common form or in such other form as the Board may accept, provided always that it shall be in such a form prescribed by the HK Stock Exchange and may be under hand only or, if the transferor or transferee is a Clearing House (or its nominee(s)), under hand or by machine imprinted signature or by such other means of execution as the Board may approve from time to time. 39
	41(c) Notwithstanding anything contained in these Articles, the Company shall as soon as practicable and on a regular basis record in the principal Register all removals of Shares effected on any branch Register and shall at all times maintain the principal Register and all branch Registers in all respects in accordance with the Companies Law. 41(c)
	44 The Board may refuse to register a transfer of any Share to an infant or to a person of unsound mind or under other legal disability. 44

	45 If the Board shall refuse to register a transfer of any Share, it shall, within two Months after the date on which the transfer was lodged with the Company, send to each of the transferor and the transferee notice of such refusal and, except where the subject Share is not a fully paid Share, the reason(s) for such refusal. 45

– 44 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 56 A person whose Shares have been forfeited 56 A person whose Shares have been forfeited shall cease to be a Shareholder in respect of shall cease to be a Shareholder in respect of the forfeited Shares, but shall, nevertheless, the forfeited Shares, but shall, nevertheless, remain liable to pay to the Company all remain liable to pay to the Company all moneys which, as at the date of forfeiture, ~~moneys~~ monies which, as at the date of were payable by him to the Company in forfeiture, were payable by him to the respect of the forfeited Shares, together Company in respect of the forfeited Shares, with (if the Board shall in its discretion so together with (if the Board shall in its require) interest thereon from the date of discretion so require) interest thereon from forfeiture until the date of actual payment the date of forfeiture until the date of (including the payment of such interest) at actual payment (including the payment of such rate not exceeding 20 per cent per such interest) at such rate not exceeding 20 annum as the Board may prescribe, and the per cent per annum as the Board may Board may enforce the payment thereof if prescribe, and the Board may enforce the it thinks fit, and without any deduction or payment thereof if it thinks fit, and allowance for the value of the Shares as at without any deduction or allowance for the date of forfeiture, but his liability shall the value of the Shares as at the date of cease if and when the Company shall have forfeiture, but his liability shall cease if received payment in full of all such and when the Company shall have moneys in respect of the Shares. For the received payment in full of all such purposes of this Article any sum which by ~~moneys~~ monies in respect of the Shares. the terms of issue of a Share, is payable For the purposes of this Article any sum thereon at a fixed time which is subsequent which by the terms of issue of a Share, is to the date of forfeiture, whether on payable thereon at a fixed time which is account of the nominal value of the Share subsequent to the date of forfeiture, or by way of premium, shall notwithstanding whether on account of the nominal value that such time has not yet arrived be of the Share or by way of premium, shall deemed to be payable on the date of notwithstanding that such time has not yet forfeiture, and the same shall become due arrived be deemed to be payable on the and payable immediately upon the date of forfeiture, and the same shall forfeiture, but interest thereon shall only become due and payable immediately be payable in respect of any period upon the forfeiture, but interest thereon between the said fixed time and the date of shall only be payable in respect of any actual payment. period between the said fixed time and the date of actual payment.

– 45 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 62 At all times during the Relevant Period 62 At all times during the Relevant Period other than the year of the Company’s ~~other than the year of the Company~~ ’ ~~s~~ adoption of these Articles, the Company ~~adoption of these Articles~~ , the Company shall in each year hold a general meeting shall in each financial year hold a general as its annual general meeting in addition meeting as its annual general meeting in to any other meeting in that year and shall addition to any other meeting in that year specify the meeting as such in the notice and shall specify the meeting as such in the calling it; and not more than 15 Months (or notice calling it ~~;~~ , and ~~not more than 15~~ such longer period as may be authorised ~~Months (or~~ such ~~longer period as may be~~ by the HK Stock Exchange) shall elapse ~~authorised by the HK Stock Exchange)~~ between the date of one annual general ~~shall elapse between the date of one~~ meeting of the Company and that of the annual general meeting shall be held next. The annual general meeting shall be within six months after the end of the held in the Relevant Territory or elsewhere ~~Company and that of the next~~ Company’s as may be determined by the Board and at financial year . The annual general such time and place as the Board shall meeting shall be held in the Relevant appoint. A meeting of the Shareholders or Territory or elsewhere as may be any class thereof may be held by means of determined by the Board and at such time such telephone, electronic or other and place as the Board shall appoint. A communication facilities as permit all meeting of the Shareholders or any class persons participating in the meeting to thereof may be held by means of such communicate with each other simultaneously telephone, electronic or other communication and instantaneously, and participation in facilities as permit all persons participating in such a meeting shall constitute presence at the meeting to communicate with each other such meetings. simultaneously and instantaneously, and participation in such a meeting shall constitute presence at such meetings.

– 46 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
64	The Board may, whenever it thinks	fit,	64	The Board may, whenever it thinks fit,
	convene an extraordinary general meeting.			convene an extraordinary general meeting.
	Extraordinary general meetings shall also			~~Extraordinary general meetings shall also~~
	be convened on the requisition of one or more Shareholders holding, as at the date of deposit of the requisition, not less than			~~be convened on the requisition of one~~One or more~~Shareholders~~membersholding, as at the date of deposit of the requisition, in
	one-tenth of the paid up capital of	the		aggregate not less than one-tenth of the
	Company having the right of voting at general meetings. Such requisition shall be			~~paid up~~ voting rights (on a one vote per share basis) in the share capital of the
	made in writing to the Board or the Secretary for the purpose of requiring an			Company ~~having~~may also make a requisition to convene an extraordinary
	extraordinary general meeting to be called			general meeting and/or add resolutions to
	by the Board for the transaction of any business specified in such requisition. Such meeting shall be held within two			the ~~right~~agenda of ~~voting at general~~ ~~meetings~~a meeting. Such requisition shall be made in writing to the Board or the
	Months after the deposit of such			Secretary for the purpose of requiring an
	requisition. If within 21 days of such			extraordinary general meeting to be called
	deposit, the Board fails to proceed	to		by the Board for the transaction of any
	convene such meeting, the requisitionist(s)			business specified in such requisition.
	himself (themselves) may do so in	the		Such meeting shall be held within two
	same manner, and all reasonable expenses			Months after the deposit of such
	incurred by the requisitionist(s) as a result			requisition. If within 21 days of such
	of the failure of the Board shall	be		deposit, the Board fails to proceed to
	reimbursed to the requisitionist(s) by	the		convene such meeting, the requisitionist(s)
	Company.			himself (themselves) may do so in the
				same manner, and all reasonable expenses
				incurred by the requisitionist(s) as a result
				of the failure of the Board shall be
				reimbursed to the requisitionist(s) by the
				Company.

– 47 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 65 An annual general meeting of the 65 An annual general meeting of the Company shall be called by at least 21 Company shall be called by at least 21 days’ (and not less than 20 clear business days’ ~~(and not less than 20 clear business~~ days’) notice in writing, and a general ~~days~~ ’ ~~)~~ notice in writing, and a general meeting of the Company, other than an meeting of the Company, other than an annual general meeting, shall be called by annual general meeting, shall be called by at least 14 days’ (and not less than 10 clear at least 14 days’ ~~(and not less than 10 clear~~ business days’) notice in writing. The ~~business days~~ ’ ~~)~~ notice in writing. The notice shall be exclusive of the day on notice shall be exclusive of the day on which it is served or deemed to be served which it is served or deemed to be served and of the day for which it is given, and and of the day for which it is given, and shall specify the place, the day, the hour shall specify the place, the day, the hour and the agenda of the meeting and and the agenda of the meeting and particulars of the resolutions to be particulars of the resolutions to be considered at that meeting and in case of considered at that meeting and in case of special business (as defined in Article 67), special business (as defined in Article 67), the general nature of that business, and the general nature of that business, and shall be given, in manner hereinafter shall be given, in manner hereinafter mentioned or in such other manner, if any, mentioned or in such other manner, if any, as may be prescribed by the Company in as may be prescribed by the Company in general meeting, to such persons as are, general meeting, to such persons as are, under these Articles, entitled to receive under these Articles, entitled to receive such notices from the Company, provided such notices from the Company, provided that a meeting of the Company shall that a meeting of the Company shall notwithstanding that it is called by shorter notwithstanding that it is called by shorter notice than that specified in this Article be notice than that specified in this Article be deemed to have been duly called if it is so deemed to have been duly called if it is so agreed: agreed: (a) in the case of a meeting called as the (a) in the case of a meeting called as the annual general meeting, by all the annual general meeting, by all the Shareholders entitled to attend and Shareholders entitled to attend and vote thereat; and vote thereat; and (b) in the case of any other meeting, by a (b) in the case of any other meeting, by a majority in number of the Shareholders majority in number of the Shareholders having a right to attend and vote at the having a right to attend and vote at the meeting, being a majority together meeting, being a majority together holding not less than 95 per cent of the holding not less than 95 per cent of the total voting rights at the meeting of all total voting rights at the meeting of all members of the Company. members of the Company.

– 48 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force			Proposed to be amended as	Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
70	The chairman (if any) of the Company or if		70	The chairman (if any) of the Company or if
	he is absent or declines to take the chair at			he is absent or declines to take the chair at
	such meeting, the Vice chairman (if any) of			such meeting, the vicechairman (if any) of
	the Company shall take the chair at	every		the Company shall take the chair at every
	general meeting, or, if there be no such			general meeting, or, if there be no such
	chairman or Vice chairman, or, if at any			chairman or vice chairman, or, if at any
	general meeting neither of such chairman			general meeting neither of such chairman
	or Vice chairman is present within 15			or	vice chairman is present within 15
	minutes after the time appointed for			minutes after the time appointed for
	holding such meeting, or both	such		holding such meeting, or both such
	persons decline to take the chair at such			persons decline to take the chair at such
	meeting, the Directors present shall choose			meeting, the Directors present shall choose
	one of their number as chairman of the			one of their number as chairman of the
	meeting, and if no Director be present or if			meeting, and if no Director be present or if
	all the Directors present decline to take the			all	the Directors present decline to take the
	chair or if the chairman chosen shall	retire		chair or if the chairman chosen shall retire
	from the chair, then the Shareholders			from the chair, then the Shareholders
	present shall choose one of their number to			present shall choose one of their number to
	be chairman of the meeting.			be chairman of the meeting.
73	Where a resolution is voted on by a	show	73	Where a resolution is voted on by a show
	of hands, a declaration by the chairman of			of hands as permitted under the Listing
	the meeting that a resolution has on a show			Rules, a declaration by the chairman of the
	of hands been carried or carried			meeting that a resolution has on a show of
	unanimously, or by a particular majority,			hands been carried or carried unanimously,
	or not carried by a particular majority, or			or by a particular majority, or not carried by a
	lost, and an entry to that effect made	in the		particular majority, or lost, and an entry to
	minute book of the Company shall be			that effect made in the minute book of the
	conclusive evidence of the facts without			Company shall be conclusive evidence of the
	proof of the number or proportion of the			facts without proof of the number or
	votes recorded in favour of or against such			proportion of the votes recorded in favour of
	resolution.			or against such resolution.

– 49 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 80 Where the Company has knowledge that 80 ~~Where~~ All Shareholders of the Company any Shareholder is, under the Listing ~~has knowledge that~~ (including a Rules, required to abstain from voting on Shareholder which is a Clearing House any particular resolution or restricted to (or its nominee(s))) shall have the right to voting only for or only against any speak and vote at a general meeting particular resolution, any votes cast by or except where a Shareholder is required, on behalf of such Shareholder in by the Listing Rules, to abstain from contravention of such requirement or voting to approve the matter under restriction shall not be counted. No powers consideration. Where any Shareholder is, shall be taken to freeze or otherwise impair under the Listing Rules, required to any of the rights attaching to any share by abstain from voting on any particular reason only that the person or persons who resolution or restricted to voting only for are interested directly or indirectly therein or only against any particular resolution, have failed to disclose their interests to the any votes cast by or on behalf of such Company. Shareholder in contravention of such requirement or restriction shall not be counted. No powers shall be taken to freeze or otherwise impair any of the rights attaching to any share by reason only that the person or persons who are interested directly or indirectly therein have failed to disclose their interests to the Company

– 50 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
86	Any Shareholder entitled to attend and	86	Any Shareholder entitled to attend and
	vote at a meeting of the Company shall be		vote at a meeting of the Company shall be
	entitled to appoint another person as his		entitled to appoint another person as his
	proxy to attend and vote instead of him. A		proxy to attend and vote instead of him. A
	Shareholder who is the holder of two or		corporation which is a Shareholder may
	more Shares may appoint more than one		execute a form of proxy under the hand of
	proxy to represent him and vote on his		a duly authorised officer. A Shareholder
	behalf at a general meeting of the		who is the holder of two or more Shares
	Company or at a class meeting. A proxy		may appoint more than one proxy to
	need not be a Shareholder. On a poll or a		represent him and vote on his behalf at a
	show of hands votes may be given either		general meeting of the Company or at a
	personally (or, in the case of a Shareholder		class meeting. A proxy need not be a
	being a corporation, by its duly authorised		Shareholder. On a poll or a show of hands
	representative) or by proxy. A proxy shall		votes may be given either personally (or, in
	be entitled to exercise the same powers on		the case of a Shareholder being a
	behalf of a Shareholder who is an		corporation, by its duly authorised
	individual and for whom he acts as proxy		representative) or by proxy. A proxy shall
	as such Shareholder could exercise. In		be entitled to exercise the same powers on
	addition, a proxy shall be entitled to		behalf of a Shareholder who is an
	exercise the same powers on behalf of a		individual and for whom he acts as proxy
	Shareholder which is a corporation and for		as such Shareholder could exercise. In
	which he acts as proxy as such Shareholder		addition, a proxy shall be entitled to
	could exercise if it were an individual		exercise the same powers on behalf of a
	Shareholder.		Shareholder which is a corporation and for
			which he acts as proxy as such Shareholder
			could exercise as if it were an individual
			Shareholder present in person at any
			general meeting.

– 51 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
93(b)	Where a Shareholder is a Clearing House		93(b)	Where a Shareholder is a Clearing House
	(or its nominee(s)), it may (subject to			(or its nominee(s)), it may (subject to
	Article 94) authorise such person or			Article 94) appoint proxies or authorise
	persons as it thinks fit to act as its			such person or persons as it thinks fit to act
	representative or representatives	at any		as its representative or representatives,
	meeting of the Company or at any meeting			who enjoy rights equivalent to the rights
	of any class of Shareholders, provided that			of other Shareholders, at any meeting of
	if more than one person is so authorised,			the Company (including but not limited
	the authorisation shall specify the number			to general meetings and creditors
	and class of Shares in respect of which each			meetings)or at any meeting of any class of
	such representative is so authorised. A			Shareholders, provided that if more than
	person so authorised pursuant	to the		one person is so authorised, the
	provisions of this Article shall be deemed			authorisation shall specify the number and
	to have been duly authorised without			class of Shares in respect of which each
	further evidence of the facts and be			such representative is so authorised. A
	entitled to exercise the same rights and			person so authorised pursuant to the
	powers on behalf of the Clearing House (or			provisions of this Article shall be deemed
	its nominee(s)) which he represents as that			to have been duly authorised without
	Clearing House (or its nominee(s)) could			further evidence of the facts and be
	exercise as if such person were an			entitled to exercise the same rights and
	individual Shareholder, including the right			powers on behalf of the Clearing House (or
	to vote individually on a show of hands.			its nominee(s)) which he represents as that
				Clearing House (or its nominee(s)) could
				exercise as if such person were an
				individual Shareholder, including the right
				to speak and vote individually on a show
				of hands or on a poll.
97	The number of Directors shall not	be less	97	The number of Directors shall not be less
	than two. The Company shall keep at its			than two. The Company shall keep at its
	Registered Office a register of its directors			Registered Office a register of its directors
	and officers in accordance with the			and officers in accordance with the
	Companies Law.			Companies~~Law~~Act.

– 52 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
101	The Directors shall be entitled to receive by		101	The Directors shall be entitled to receive by
	way of ordinary remuneration for their			way of ordinary remuneration for their
	services as Directors such sum as shall			services as Directors such sum as shall
	from time to time be determined	by the		from time to time be determined by the
	Company in general meeting or	by the		Company in general meeting or by the
	Board, such sum (unless otherwise			Board, such sum (unless otherwise
	directed by the resolution by which it is			directed by the resolution by which it is
	voted) to be divided amongst the Directors in such proportions and in such manner as			voted) to be divided ~~amongst~~among the Directors in such proportions and in such
	they may agree, or failing agreement,			manner as they may agree, or failing
	equally, except that in such event any			agreement, equally, except that in such
	Director holding office for less than the			event any Director holding office for less
	whole of the relevant period in respect of			than the whole of the relevant period in
	which the ordinary remuneration	is paid		respect of which the ordinary
	shall only rank in such division in			remuneration is paid shall only rank in
	proportion to the time during such period			such division in proportion to the time
	for which he has held office. Such			during such period for which he has held
	remuneration shall be in addition to any			office. Such remuneration shall be in
	other remuneration to which a Director			addition to any other remuneration to
	who holds any salaried employment or			which a Director who holds any salaried
	office in the Company may be entitled by			employment or office in the Company may
	reason of such employment or office.			be entitled by reason of such employment
				or office.
105(b)	Except as would, if the Company	were a	105(b)	Except as would, if the Company were a
	company incorporated in Hong Kong, be			company incorporated in Hong Kong, be
	permitted by the Companies Ordinance as			permitted by the Companies Ordinance as
	in force as at the date of adoption of these			in force as at the date of adoption of these
	Articles, and except as permitted under the			Articles, and except as permitted under the
	Companies Law, the Company shall not directly or indirectly:.			Companies ~~Law~~Act, the Company shall not directly or indirectly:.
	.....			.....

– 53 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
106(h)	if he shall be removed from the office by	106(h)	if he shall be removed from the office by
	notice in writing served on him signed by		notice in writing served on him signed by
	not less than three-quarters in number (or if that is not a round number, the nearest		not less than three-~~quarters~~fourths in number (or if that is not a round number,
	lower round number) of the Directors		the nearest lower round number) of the
	(including himself) then in office.		Directors (including himself) then in
			office.
108(d)	A Director shall not vote (nor shall he be	108(d)	A Director shall not vote (nor shall he be
	counted in the quorum) on any resolution		counted in the quorum) on any resolution
	of the Board in respect of any contract or		of the Board in respect of any contract or
	arrangement or proposal in which he or		arrangement or proposal in which he or
	any of his Close Associate(s) has/have a		any of his Close Associate(s) has/have a
	material interest, and if he shall do so his		material interest, and if he shall do so his
	vote shall not be counted (nor shall he be		vote shall not be counted (nor shall he be
	counted in the quorum for that resolution),		counted in the quorum for that resolution)~~,~~
	but this prohibition shall not apply to any of the following matters namely:		~~but this~~. This prohibition shall not apply to any of the following matters namely:
112	The Company may from time to time in	112	The Company may from time to time in
	general meeting by Ordinary Resolution		general meeting by Ordinary Resolution
	elect any person to be a Director either to		elect any person to be a Director ~~either to~~
	fill a casual vacancy or as an additional Director. Any Director so appointed shall		~~fill~~ (including a ~~casual vacancy or as an~~ ~~additional Director. Any Director so~~
	be subject to retirement by rotation		~~appointed shall be subject to retirement by~~
	pursuant to Article 109.		~~rotation~~ ~~pursuant~~ ~~to~~ ~~Articles~~ ~~109~~
			managing director or other executive
			director).

– 54 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 113 The Board shall have power from time to 113 The Board shall have power from time to time and at any time to appoint any person time and at any time to appoint any person as a Director either to fill a casual vacancy as a Director either to fill a casual vacancy or as an additional Director, provided that or as an additional Director, provided that the number of Directors so appointed shall the number of Directors so appointed shall not exceed the maximum number not exceed the maximum number determined from time to time by the determined from time to time by the Shareholders in general meeting. Any Shareholders in general meeting or these Director appointed by the Board to fill a Articles . Any Director appointed by the casual vacancy shall hold office only until Board to fill a casual vacancy ~~shall hold~~ the first general meeting of the Company ~~office only until the first general meeting~~ after his appointment and be subject to ~~of the Company after his appointment and~~ re-election at such meeting. Any Director ~~be subject to re-election at such meeting.~~ appointed by the Board as an addition to ~~Any Director appointed by the Board~~ or as the existing Board shall hold office only an addition to the existing Board shall hold until the next following annual general office only until the ~~next following~~ first meeting of the Company and shall then be annual general meeting of the Company eligible for re-election. Any Director after his appointment and shall then be appointed under this Article shall not be eligible for re-election. Any Director taken into account in determining the appointed under this Article shall not be Directors or the number of Directors who taken into account in determining the are to retire by rotation at an annual Directors or the number of Directors who general meeting. are to retire by rotation at an annual general meeting.

– 55 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force	Currently in force
	No. Articles of Association No.
	114 No person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director signed by a Shareholder and notice in writing signed by that person of his willingness to be elected shall have been lodged at the Head Office or at the Registration Office. The period for lodgement of the notices required under this Article will commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting and the minimum length of the period during which such notices to the Company may be given will be at least seven days. 114
		~~y~~

– 56 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
115	The Company may by Ordinary Resolution remove any Director (including a	115	The ~~Company~~Shareholders may by Ordinary Resolution remove any Director
	managing director or other executive		(including a managing director or other
	director) before the expiration of his term		executive director) before the expiration of
	of office notwithstanding anything in these		his term of office notwithstanding
	Articles or in any agreement between the		anything in these Articles or in any
	Company and such Director (but without		agreement between the Company and such
	prejudice to any claim which such Director		Director (but without prejudice to any
	may have for damages for any breach of		claim which such Director may have for
	any contract between him and the		damages for any breach of any contract
	Company) and may by Ordinary		between him and the Company) and may
	Resolution elect another person in his		by Ordinary Resolution elect another
	stead. Any Director so appointed shall be		person in his stead. Any Director so
	subject to retirement by rotation pursuant		appointed shall be subject to retirement by
	to Article 109.		rotation pursuant to Article 109.
117	The Board may raise or secure the payment	117	The Board may raise or secure the payment
	or repayment of such sum or sums in such		or repayment of such sum or sums in such
	manner and upon such terms and		manner and upon such terms and
	conditions in all respects as it thinks fit and		conditions in all respects as it thinks fit and
	in particular but subject to the provisions		in particular but subject to the provisions
	of the Companies Law, by the issue of debentures, debenture stock, bonds or		of the Companies ~~Law~~Act, by the issue of debentures, debenture stock, bonds or
	other securities of the Company, whether		other securities of the Company, whether
	outright or as collateral security for any		outright or as collateral security for any
	debt, liability or obligation of the		debt, liability or obligation of the
	Company or of any third party.		Company or of any third party.
120	The Directors shall cause a proper register	120	The Directors shall cause a proper register
	to be kept, in accordance with the		to be kept, in accordance with the
	provisions of the Companies Law, of all mortgages and charges specifically		provisions of the Companies~~Law~~Act, of all mortgages and charges specifically
	affecting the property of the Company and		affecting the property of the Company and
	shall duly comply with such provisions of		shall duly comply with such provisions of
	the Companies Law with regard to the registration of mortgages and charges as		the Companies ~~Law~~Act with regard to the registration of mortgages and charges as
	may be specified or required.		may be specified or required.

– 57 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
123	The Board may from time to time appoint		123	The Board may from time to time appoint
	any one or more of them to the office of managing director, joint managing			any one or more of ~~them~~the Directors to the office of managing director, joint
	director, deputy managing director or			managing director, deputy managing
	other executive director and/or such	other		director or other executive director and/or
	office in the management of the business of			such other office in the management of the
	the Company as it may decide for such			business of the Company as it may decide
	period and upon such terms as it thinks fit			for such period and upon such terms as it
	and upon such terms as to remuneration as			thinks fit and upon such terms as to
	it may decide in accordance with Article			remuneration as it may decide in
	104.			accordance with Article 104.
128	The business of the Company shall be		128	The business of the Company shall be
	managed by the Board who, in addition to			managed by the Board who, in addition to
	the powers and authorities by	these		the powers and authorities by these
	Articles expressly conferred upon it, may			Articles expressly conferred upon it, may
	exercise all such powers and do all such			exercise all such powers and do all such
	acts and things as may be exercised or			acts and things as may be exercised or
	done or approved by the Company and are			done or approved by the Company and are
	not hereby or by the Companies Law expressly directed or required to be			not hereby or by the Companies ~~Law~~Act expressly directed or required to be
	exercised or done by the Company in			exercised or done by the Company in
	general meeting, but subject nevertheless			general meeting, but subject nevertheless
	to the provisions of the Companies Law and of these Articles and to any			to the provisions of the Companies~~Law~~Act and of these Articles and to any
	regulations from time to time made by the			regulations from time to time made by the
	Company in general meeting not	being		Company in general meeting not being
	inconsistent with such provisions or	these		inconsistent with such provisions or these
	Articles, provided that no regulation so			Articles, provided that no regulation so
	made shall invalidate any prior act of the			made shall invalidate any prior act of the
	Board which would have been valid if such			Board which would have been valid if such
	regulation had not been made.			regulation had not been made.

– 58 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

		Currently in force				Proposed to be amended as
No.	Articles of Association			No.	Articles of Association
129	Without prejudice to the general powers			129	Without prejudice to the general powers
	conferred by these Articles, it is hereby				conferred by these Articles, it is hereby
	expressly declared that the Board		shall		expressly declared that the Board shall
	have	the following powers:			have	the following powers:
	(a)	to give to any person the right or			(a)	to give to any person the right or
		option of requiring at a future	date			option of requiring at a future date
		that an allotment shall be made to				that an allotment shall be made to
		him of any Share at par or at	such			him of any Share at par or at such
		premium and on such other terms as				premium and on such other terms as
		may be agreed; and				may be agreed;~~and~~
		(b) to give to any Directors, officers or				(b) to give to any Directors, officers or
		employees of the Company an				employees of the Company an
		interest in any particular business or				interest in any particular business or
		transaction or participation in the				transaction or participation in the
		profits thereof or in the general				profits thereof or in the general
		profits of the Company either in				profits of the Company either in
		addition to or in substitution	for a			addition to or in substitution for a
		salary or other remuneration.				salary or other remuneration~~.~~; and
					(c)	to repay all expenses, including
						travel expenses, reasonably
						incurred by any Directors, officers
						or employees of the Company in
						connection with the discharge of
						their duties as Directors, officers or
						employees of the Company, and/or
						to receive fixed fees or allowances
						in respect thereof as may be
						determined by the Board.

– 59 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
133	The Board may from time to time elect or		133	The Board may from time to time elect or
	otherwise appoint one of them to the office of chairman of the Company and another			otherwise appoint one of ~~them~~the Directors to the office of chairman of the
	to be the vice chairman of	the Company (or		Company and another to be the vice
	two or more vice Chairmen) and determine			chairman of the Company (or two or more
	the period for which each of them is to			vice Chairmen) and determine the period
	hold office. The chairman	of the Company		for which each of them is to hold office.
	or, in his absence, the vice chairman of the			The chairman of the Company or, in his
	Company shall preside	as chairman at		absence, the vice chairman of the
	meetings of the Board,	but if no such		Company shall preside as chairman at
	chairman or vice chairman be elected or			meetings of the Board, but if no such
	appointed, or if at any meeting the			chairman or vice chairman be elected or
	chairman or vice chairman is not present			appointed, or if at any meeting the
	within five minutes after the time			chairman or vice chairman is not present
	appointed for holding	the same and		within five minutes after the time
	willing to act, the Directors present shall			appointed for holding the same and
	choose one of their number to be chairman			willing to act, the Directors present shall
	of such meeting. All the provisions of			choose one of their number to be chairman
	Articles 104, 109, 124, 125 and 126 shall			of such meeting. All the provisions of
	*mutatis mutandis* apply	to any Directors		Articles 104, 109, 124, 125 and 126 shall
	elected or otherwise appointed to any			apply mutatis mutandis ~~apply ~~to any
	office in accordance with the provisions of			Directors elected or otherwise appointed
	this Article.			to any office in accordance with the
				provisions of this Article.
138	The Board may delegate any of its powers		138	The Board may delegate any of its powers
	to committees consisting of such			to committees consisting of such
	member(s) of them and such other			member(s) of ~~them~~it and such other
	person(s) as it thinks fit,	and it may from		person(s) as it thinks fit, and it may from
	time to time revoke such delegation or			time to time revoke such delegation or
	revoke the appointment of and discharge			revoke the appointment of and discharge
	any such committees either wholly or in			any such committees either wholly or in
	part, and either as to persons or purposes,			part, and either as to persons or purposes,
	but every committee so formed shall in the			but every committee so formed shall in the
	exercise of the powers so delegated			exercise of the powers so delegated
	conform to any regulations that may from			conform to any regulations that may from
	time to time be imposed upon it by the			time to time be imposed upon it by the
	Board.			Board.

– 60 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 141 All acts bona fide done by any meeting of 141 All ~~acts~~ bona fide acts done by any meeting the Board or by any such committee or by of the Board or by any such committee or any person acting as a Director shall, by any person acting as a Director shall, notwithstanding that it shall be afterwards notwithstanding that it shall be afterwards discovered that there was some defect in discovered that there was some defect in the appointment of such Director or the appointment of such Director or persons acting as aforesaid or that they or persons acting as aforesaid or that they or any of them were disqualified, be as valid any of them were disqualified, be as valid as if every such person had been duly as if every such person had been duly appointed and was qualified to be a appointed and was qualified to be a Director or member of such committee. Director or member of such committee. 145 The Secretary shall be appointed by the 145 The Secretary shall be appointed by the Board for such term, at such remuneration Board for such term, at such remuneration and upon such conditions as it may think and upon such conditions as it may think fit, and any Secretary so appointed may, fit, and any Secretary so appointed may, without prejudice to his right under any without prejudice to his right under any contract with the Company, be removed by contract with the Company, be removed by the Board. Anything by the Companies the Board. Anything by the Companies Law or these Articles required or ~~Law~~ Act or these Articles required or authorised to be done by or to the authorised to be done by or to the Secretary, if the office is vacant or there is Secretary, if the office is vacant or there is for any other reason no Secretary capable for any other reason no Secretary capable of acting, may be done by or to any of acting, may be done by or to any assistant or deputy Secretary, or if there is assistant or deputy Secretary, or if there is no assistant or deputy Secretary capable of no assistant or deputy Secretary capable of acting, by or to any officer of the Company acting, by or to any officer of the Company authorized generally or specifically on authorized generally or specifically on behalf of the Board. behalf of the Board. 146 The Secretary shall attend all meetings of 146 The Secretary shall attend all meetings of the Shareholders and shall keep correct the Shareholders and shall keep correct minutes of such meetings and enter the minutes of such meetings and enter the same in the proper books provided for the same in the proper books provided for the purpose. The Secretary shall perform such purpose. The Secretary shall perform such other duties as are prescribed by the other duties as are prescribed by the Companies Law and these Articles, Companies ~~Law~~ Act and these Articles, together with such other duties as may together with such other duties as may from time to time be prescribed by the from time to time be prescribed by the Board. Board.

– 61 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
147	A provision of the Companies Law or of these Articles requiring or authorising a	147	A provision of the Companies ~~Law~~Act or of these Articles requiring or authorising a
	thing to be done by or to a Director and the		thing to be done by or to a Director and the
	Secretary shall not be satisfied by its being		Secretary shall not be satisfied by its being
	done by or to the same person acting both		done by or to the same person acting both
	as Director and as, or in place of the		as Director and as, or in place of the
	Secretary.		Secretary.
148(a)	Subject to the Companies Law, the Company shall have one or more Seals as	148(a)	Subject to the Companies ~~Law~~Act, the Company shall have one or more Seals as
	the Board may determine, and may have a		the Board may determine, and may have a
	Seal for use outside the Cayman Islands.		Seal for use outside the Cayman Islands.
	The Board shall provide for the safe		The Board shall provide for the safe
	custody of each Seal, and no Seal shall be		custody of each Seal, and no Seal shall be
	used without the authority of the Board or		used without the authority of the Board or
	a committee authorised by the Board in		a committee authorised by the Board in
	that behalf.		that behalf.
149	All cheques, promissory notes, drafts, bills	149	All cheques, promissory notes, drafts, bills
	of exchange and other negotiable		of exchange and other negotiable
	instruments, and all receipts for moneys		instruments, and all receipts for
	paid to the Company shall be signed, drawn, accepted, endorsed or otherwise		~~moneys~~monies paid to the Company shall be signed, drawn, accepted, endorsed or
	executed, as the case may be, in such		otherwise executed, as the case may be, in
	manner as the Board shall from time to		such manner as the Board shall from time
	time by resolution determine. The		to time by resolution determine. The
	Company’s banking accounts shall be kept		Company’s banking accounts shall be kept
	with such banker or bankers as the Board		with such banker or bankers as the Board
	shall from time to time determine.		shall from time to time determine.

– 62 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 151 The Board may establish any committees, 151 The Board may establish any committees, regional or local boards or agencies for regional or local boards or agencies for managing any of the affairs of the managing any of the affairs of the Company, either in the Relevant Territory Company, either in the Relevant Territory or elsewhere, and may appoint any or elsewhere, and may appoint any persons to be members of such persons to be members of such committees, regional or local boards or committees, regional or local boards or agencies and may fix their remuneration, agencies and may fix their remuneration, and may delegate to any committee, and may delegate to any committee, regional or local board or agent any of the regional or local board or agent any of the powers, authorities and discretions vested powers, authorities and discretions vested in the Board (other than its powers to make in the Board (other than its powers to make calls and forfeit Shares), with power to calls and forfeit Shares), with the power to sub-delegate, and may authorise the sub-delegate, and may authorise the members of any regional or local board or members of any regional or local board or any of them to fill any vacancies therein any of them to fill any vacancies therein and to act notwithstanding vacancies, and and to act notwithstanding vacancies, and any such appointment or delegation may any such appointment or delegation may be upon such terms and subject to such be upon such terms and subject to such conditions as the Board may think fit, and conditions as the Board may think fit ~~, and~~ the Board may remove any person so ~~the~~ . The Board may remove any person so appointed and may annul or vary any such appointed and may annul or vary any such delegation, but no person dealing in good delegation, but no person dealing in good faith and without notice of any such faith and without notice of any such annulment or variation shall be affected annulment or variation shall be affected thereby. thereby.

– 63 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 153(b) A document purporting to be a document 153(b) A document purporting to be a document so authenticated or a copy of a resolution, so authenticated or a copy of a resolution, or an extract from the minutes of a or an extract from the minutes of a meeting, of the Company or of the Board or meeting, of the Company or of the Board or any local board or committee, or of any any local board or committee, or of any books, records, documents or accounts or books, records, documents or accounts or extracts therefrom as aforesaid, and which extracts therefrom as aforesaid, and which is certified as aforesaid, shall be conclusive is certified as aforesaid, shall be conclusive evidence in favour of all persons dealing evidence in favour of all persons dealing with the Company upon the faith thereof with the Company upon the faith thereof that the document authenticated (or, if this that the document authenticated (or, if this be authenticated as aforesaid, the matter be authenticated as aforesaid, the matter so authenticated) is authentic or, as the so authenticated) is authentic, or ~~, as the~~ case may be, that such resolution has been ~~case may be,~~ that such resolution has been duly passed or, as the case may be, that any duly passed , or ~~as the case may be~~ , that minute so extracted is a true and accurate any minute so extracted is a true and record of proceedings at a duly constituted accurate record of proceedings at a duly meeting or, as the case may be, that the constituted meeting , or ~~, as the case may be,~~ copies of such books, records, documents that the copies of such books, records, or accounts were true copies of their documents or accounts were true copies of originals or as the case may be, the extracts their originals, or ~~as the case may be,~~ that of such books, records, documents or the extracts of such books, records, accounts are true and accurate records of documents or accounts are true and the books, records, documents or accounts accurate records of the books, records, from which they were extracted. documents or accounts from which they were extracted , each as the case may be .

– 64 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
154(a)	The Company in general meeting may,	154(a)	The Company in general meeting may,
	upon the recommendation of the Board,		upon the recommendation of the Board,
	resolve to capitalise any sum standing to		resolve to capitalise any sum standing to
	the credit of any of the Company’s reserve		the credit of any of the Company’s reserve
	accounts which are available for		accounts which are available for
	distribution (including its share premium		distribution (including its share premium
	account and capital redemption reserve		account and capital redemption reserve
	fund, subject to the Companies Law) and to appropriate such sums to the holders of		fund, subject to the Companies ~~Law~~Act) and to appropriate such sums to the
	Shares on the Register as at the close of		holders of Shares on the Register as at the
	business on the date of the relevant		close of business on the date of the relevant
	resolution (or such other date as may be		resolution (or such other date as may be
	specified therein or determined as		specified therein or determined as
	provided therein) in the proportions in		provided therein) in the proportions in
	which such sum would have been divisible		which such sum would have been divisible
	amongst them had the same been a distribution of profits by way of Dividend		~~amongst~~among them had the same been a distribution of profits by way of Dividend
	and to apply such sum on their behalf in		and to apply such sum on their behalf in
	paying up in full unissued Shares for		paying up in full unissued Shares for
	allotment and distribution credited as		allotment and distribution credited as
	fully paid-up to and amongst them in the proportion aforesaid.		fully paid-up to and ~~amongst~~among them in the proportion aforesaid.
154(b)	Subject to the Companies Law, whenever such a resolution as aforesaid shall have	154(b)	Subject to the Companies ~~Law~~Act, whenever such a resolution as aforesaid
	been passed, the Board shall make all		shall have been passed, the Board shall
	appropriations and applications of the		make all appropriations and applications
	reserves or profits and undivided profits		of the reserves or profits and undivided
	resolved to be capitalised thereby, and		profits resolved to be capitalised thereby,
	attend to all allotments and issues of fully		and attend to all allotments and issues of
	paid Shares, debentures, or other securities		fully paid Shares, debentures, or other
	and generally shall do all acts and things		securities and generally shall do all acts
	required to give effect thereto.		and things required to give effect thereto.

– 65 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association For the purpose of giving effect to any For the purpose of giving effect to any resolution under this Article, the Board resolution under this Article, the Board may settle any difficulty which may arise may settle any difficulty which may arise in regard to a capitalisation issue as it in regard to a capitalisation issue as it thinks fit, and in particular may disregard thinks fit, and in particular may disregard fractional entitlements or round the same fractional entitlements or round the same up or down and may determine that cash up or down and may determine that cash payments shall be made to any payments shall be made to any Shareholders in lieu of fractional Shareholders in lieu of fractional entitlements or that fractions of such value entitlements or that fractions of such value as the Board may determine may be as the Board may determine may be disregarded in order to adjust the rights of disregarded in order to adjust the rights of all parties or that fractional entitlements all parties or that fractional entitlements shall be aggregated and sold and the shall be aggregated and sold and the benefit shall accrue to the Company rather benefit shall accrue to the Company rather than to the Shareholders concerned, and than to the Shareholders concerned, and no Shareholders who are affected thereby no Shareholders who are affected thereby shall be deemed to be, and they shall be shall be deemed to be, and they shall be deemed not to be, a separate class of deemed not to be, a separate class of Shareholders by reason only of the exercise Shareholders by reason only of the exercise of this power. The Board may authorise of this power. The Board may authorise any person to enter on behalf of all any person to enter on behalf of all Shareholders interested in a capitalisation Shareholders interested in a capitalisation issue any agreement with the Company or issue any agreement with the Company or other(s) providing for such capitalisation other(s) providing for such capitalisation and matters in connection therewith and and matters in connection therewith and any agreement made under such authority any agreement made under such authority shall be effective and binding upon all shall be effective and binding upon all concerned. Without limiting the generality concerned. Without limiting the generality of the foregoing, any such agreement may of the foregoing, any such agreement may provide for the acceptance by such persons provide for the acceptance by such persons of the Shares, debentures or other of the Shares, debentures or other securities to be allotted and distributed to securities to be allotted and distributed to them respectively in satisfaction of their them respectively in satisfaction of their claims in respect of the sum so capitalised. claims in respect of the sum so capitalised.

155 Subject to the Companies Law and these 155 Subject to the Companies ~~Law~~ Act and Articles, the Company in general meeting these Articles, the Company in general may declare Dividends in any currency but meeting may declare Dividends in any no Dividends shall exceed the amount currency but no Dividends shall exceed the recommended by the Board. amount recommended by the Board.

– 66 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
157(a)	No Dividend shall be declared or paid or	157(a)	No Dividend shall be declared or paid or
	shall be made otherwise than in		shall be made otherwise than in
	accordance with the Companies Law.		accordance with the Companies~~Law~~Act.
157(b)	Subject to the provisions of the Companies	157(b)	Subject to the provisions of the Companies
	Law but without prejudice to paragraph (a) of this Article, where any asset,		~~Law~~Act but without prejudice to paragraph (a) of this Article, where any
	business or property is bought by the		asset, business or property is bought by the
	Company as from a past date (whether		Company as from a past date (whether
	such date be before or after the		such date be before or after the
	incorporation of the Company), the profits		incorporation of the Company), the profits
	and losses thereof as from such date may at		and losses thereof as from such date may at
	the discretion of the Board in whole or in		the discretion of the Board in whole or in
	part be carried to revenue account and		part be carried to revenue account and
	treated for all purposes as profits or losses		treated for all purposes as profits or losses
	of the Company, and be available for		of the Company, and be available for
	Dividend accordingly. Subject as aforesaid,		Dividend accordingly. Subject as aforesaid,
	if any Shares or securities are purchased		if any Shares or securities are purchased
	cum Dividend or interest, such Dividend		cum Dividend or interest, such Dividend
	or interest may at the discretion of the		or interest may at the discretion of the
	Board be treated as revenue, and it shall		Board be treated as revenue, and it shall
	not be obligatory to capitalise the same or		not be obligatory to capitalise the same or
	any part thereof or to apply the same		any part thereof or to apply the same
	towards reduction of or writing down the		towards reduction of or writing down the
	book cost of the asset, business or property		book cost of the asset, business or property
	acquired.		acquired.
159	No Dividend or other moneys payable on or in respect of a Share shall bear interest	159	No Dividend or other ~~moneys~~monies payable on or in respect of a Share shall
	as against the Company.		bear interest as against the Company.

– 67 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 160 Whenever the Board or the Company in 160 Whenever the Board or the Company in general meeting has resolved that a general meeting has resolved that a Dividend be paid or declared, the Board Dividend be paid or declared, the Board may further resolve that such Dividend be may further resolve that such Dividend be satisfied wholly or in part by the satisfied wholly or in part by the distribution of specific assets of any kind distribution of specific assets of any kind and in particular of paid up shares, and in particular of paid up shares, debentures or warrants to subscribe for debentures or warrants to subscribe for securities of any other company, or in any securities of any other company, or in any one or more of such ways, with or without one or more of such ways, with or without offering any rights to Shareholders to elect offering any rights to Shareholders to elect to receive such Dividend in cash, and to receive such Dividend in cash, and where any difficulty arises in regard to the where any difficulty arises in regard to the distribution, the Board may settle the same distribution, the Board may settle the same as it thinks expedient, and in particular as it thinks expedient, and in particular may disregard fractional entitlements or may disregard fractional entitlements or round the same up or down, and may fix round the same up or down, ~~and~~ may fix the value for distribution of such specific the value for distribution of such specific assets, or any part thereof, and may assets, or any part thereof, ~~and~~ may determine that cash payments shall be determine that cash payments shall be made to any Shareholders upon the footing made to any Shareholders upon the footing of the value so fixed in order to adjust the of the value so fixed in order to adjust the rights of all parties and may determine rights of all parties ~~and~~ , may determine that fractional entitlements shall be that fractional entitlements shall be aggregated and sold and the benefit shall aggregated and sold and the benefit shall accrue to the Company rather than to the accrue to the Company rather than to the Shareholders concerned, and may vest any Shareholders concerned, and may vest any such specific assets in trustees as may seem such specific assets in trustees as may seem expedient to the Board and may authorise expedient to the Board and may authorise any person to sign any requisite any person to sign any requisite instruments of transfer and other instruments of transfer and other documents on behalf of all Shareholders documents on behalf of all Shareholders interested in the Dividend and such interested in the Dividend and such instrument and document shall be effective. instrument and document shall be effective.

– 68 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force
No.	Articles of Association		No.	Articles of Association
	The Board may further authorise any			The Board may further authorise any
	person to enter into on behalf of	all		person to enter into on behalf of all
	Shareholders having an interest in any			Shareholders having an interest in any
	agreement with the Company or other(s)			agreement with the Company or other(s)
	providing for such Dividend and matters			providing for such Dividend and matters
	in connection therewith and any such			in connection therewith and any such
	agreement made under such authority			agreement made under such authority
	shall be effective. The Board may resolve			shall be effective. The Board may resolve
	that no such assets shall be made available			that no such assets shall be made available
	or made to Shareholders with registered			or made to Shareholders with registered
	addresses in any particular territory	or		addresses in any particular territory or
	territories being a territory or territories			territories being a territory or territories
	where, in the absence of a registration			where, in the absence of a registration
	statement or other special formalities, this			statement or other special formalities,
	would or might, in the opinion of Board, be unlawful or impracticable or	the the		~~this~~doing so would or might, in the opinion of the Board, be unlawful or
	legality or practicality of which may	be		impracticable or the legality or practicality
	time consuming or expensive to ascertain			of which may be time consuming or
	whether in absolute terms or in relation to			expensive to ascertain whether in absolute
	the value of the holding of Shares of	the		terms or in relation to the value of the
	Shareholder concerned and in any such			holding of Shares of the Shareholder
	event the only entitlement of the			concerned and in any such event the only
	Shareholders aforesaid shall be to receive			entitlement of the Shareholders aforesaid
	cash payments as aforesaid. Shareholders			shall be to receive cash payments as
	affected as a result of exercise by the Board			aforesaid. Shareholders affected as a result
	of its discretion under this Article shall	not		of the exercise by the Board of its
	be, and shall be deemed not to be, a			discretion under this Article shall not be,
	separate class of Shareholders for any			and shall be deemed not to be, a separate
	purposes whatsoever.			class of Shareholders for any purposes
				whatsoever.

– 69 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 161(a) the Dividend (or that part of the Dividend 161(a) the Dividend (or that part of the Dividend (i)(D) to be satisfied by the allotment of Shares as (i)(D) to be satisfied by the allotment of Shares as aforesaid) shall not be payable in cash in aforesaid) shall not be payable in cash in respect whereof the cash election has not respect whereof the cash election has not been duly exercised (the non-elected Shares ) been duly exercised (the non-elected Shares ) and in lieu and in satisfaction thereof and in lieu and in satisfaction thereof Shares shall be allotted credited as fully Shares shall be allotted credited as fully paid to the holders of the non-elected paid to the holders of the non-elected Shares on the basis of allotment Shares on the basis of allotment determined as aforesaid and for such determined as aforesaid and for such purpose the Board shall capitalise and purpose the Board shall capitalise and apply out of any part of the undivided apply out of any part of the undivided profits of the Company or any part of any profits of the Company or any part of any of the Company’s reserve accounts of the Company’s reserve accounts (including any special account, or share (including any special account, or share premium account (if there be any such premium account (if there be any such reserve)) as the Board may determine, a reserve)) as the Board may determine, a sum equal to the aggregate nominal sum equal to the aggregate nominal amount of the Shares to be allotted on such amount of the Shares to be allotted on such basis and apply the same in paying up in basis and apply the same in paying up in full the appropriate number of Shares for full the appropriate number of Shares for allotment and distribution to and amongst allotment and distribution to and the holders of the non-elected Shares on ~~amongst~~ among the holders of the such basis; non-elected Shares on such basis;

– 70 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 161(a) the Dividend (or that part of the Dividend 161(a) the Dividend (or that part of the Dividend (ii)(D) in respect of which a right of election has (ii)(D) in respect of which a right of election has been accorded) shall not be payable on been accorded) shall not be payable on Shares in respect whereof the Share Shares in respect whereof the Share election has been duly exercised (the election has been duly exercised (the elected Shares ) and in lieu thereof Shares elected Shares ) and in lieu thereof Shares shall be allotted credited as fully paid to shall be allotted credited as fully paid to the holders of the elected Shares on the the holders of the elected Shares on the basis of allotment determined as aforesaid basis of allotment determined as aforesaid and for such purpose the Board shall and for such purpose the Board shall capitalise and apply out of any part of the capitalise and apply out of any part of the undivided profits of the Company or any undivided profits of the Company or any part of any of the Company’s reserve part of any of the Company’s reserve accounts (including any special account, accounts (including any special account, contributed surplus account, share contributed surplus account, share premium account and capital redemption premium account and capital redemption reserve fund (if there be any such reserve)) reserve fund (if there be any such reserve)) as the Board may determine, a sum equal as the Board may determine, a sum equal to the aggregate nominal amount of the to the aggregate nominal amount of the Shares to be allotted on such basis and Shares to be allotted on such basis and apply the same in paying up in full the apply the same in paying up in full the appropriate number of Shares for appropriate number of Shares for allotment and distribution to and amongst allotment and distribution to and the holders of the elected Shares on such ~~amongst~~ among the holders of the elected basis. Shares on such basis. 164(a) The Board may retain any Dividends or 164(a) The Board may retain any Dividends or other moneys payable on or in respect of a other ~~moneys~~ monies payable on or in Share upon which the Company has a lien, respect of a Share upon which the and may apply the same in or towards Company has a lien, and may apply the satisfaction of the debts, liabilities or same in or towards satisfaction of the engagements in respect of which the lien debts, liabilities or engagements in respect exists. of which the lien exists. 167 If two or more persons are registered as 167 If two or more persons are registered as joint holders of any Share, any one of such joint holders of any Share, any one of such persons may give effectual receipts for any persons may give effectual receipts for any Dividends and other moneys payable and Dividends and other ~~moneys~~ monies bonuses, rights and other distributions in payable and bonuses, rights and other respect of such Shares. distributions in respect of such Shares.

– 71 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 168 Unless otherwise directed by the Board, 168 Unless otherwise directed by the Board, any Dividend or other moneys payable or any Dividend or other ~~moneys~~ monies bonuses, rights or other distributions in payable or bonuses, rights or other respect of any Share may be paid or distributions in respect of any Share may satisfied by cheque or warrant or be paid or satisfied by cheque or warrant certificate or other documents or evidence or certificate or other documents or of title sent through the post to the evidence of title sent through the post to registered address of the Shareholder the registered address of the Shareholder entitled, or, in the case of joint holders, to entitled, or, in the case of joint holders, to the registered address of that one whose the registered address of that one whose name stands first in the Register in respect name stands first in the Register in respect of the joint holding or to such person and of the joint holding or to such person and to such address as the holder or joint to such address as the holder or joint holders may in writing direct. Every holders may in writing direct. Every cheque, warrant, certificate or other cheque, warrant, certificate or other document or evidence of title so sent shall document or evidence of title so sent shall be made payable to the order of the person be made payable to the order of the person to whom it is sent or, in the case of to whom it is sent or, in the case of certificates or other documents or evidence certificates or other documents or evidence of title as aforesaid, in favour of the of title as aforesaid, in favour of the Shareholder(s) entitled thereto, and the Shareholder(s) entitled thereto, and the payment on any such cheque or warrant by payment on any such cheque or warrant by the banker upon whom it is drawn shall the banker upon whom it is drawn shall operate as a good discharge to the operate as a good discharge to the Company in respect of the Dividend Company in respect of the Dividend and/or other moneys represented thereby, and/or other ~~moneys~~ monies represented notwithstanding that it may subsequently thereby, notwithstanding that it may appear that the same has been stolen or subsequently appear that the same has that any endorsement thereon has been been stolen or that any endorsement forged. Every such cheque, warrant, thereon has been forged. Every such certificate or other document or evidence cheque, warrant, certificate or other of title as aforesaid shall be sent at the risk document or evidence of title as aforesaid of the person entitled to the Dividend, shall be sent at the risk of the person money, bonus, rights and other entitled to the Dividend, money, bonus, distributions represented thereby. rights and other distributions represented thereby.

– 72 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 170 Subject to the Listing Rules, any resolution 170 Subject to the Listing Rules, any resolution declaring a Dividend or other distribution declaring a Dividend or other distribution on Shares of any class, whether a on Shares of any class, whether a resolution of the Company in general resolution of the Company in general meeting or a resolution of the Board, may meeting or a resolution of the Board, may specify that the same shall be payable or specify that the same shall be payable or made to the persons registered as the made to the persons registered as the holder of such Shares as at the close of holder of such Shares as at the close of business on a particular date or at a business on a particular date or at a particular time on a particular date, and particular time on a particular date, and thereupon the Dividend or other thereupon the Dividend or other distribution shall be payable or made to distribution shall be payable or made them in accordance with their respective payable to them in accordance with their holdings so registered, but without respective holdings so registered, but prejudice to the rights inter se in respect of without prejudice to the rights inter se in such Dividend or other distribution respect of such Dividend or other between the transferors and transferees of distribution between the transferors and any such Shares. The provisions of this transferees of any such Shares. The Article shall mutatis mutandis apply to provisions of this Article shall apply determining the Shareholders entitled to mutatis mutandis ~~apply~~ to determining the receive notice and vote at any general Shareholders entitled to receive notice and meeting of the Company, bonuses, vote at any general meeting of the capitalisation issues, distributions of Company, bonuses, capitalisation issues, realised and unrealised capital profits or distributions of realised and unrealised other distributable reserves or accounts of capital profits or other distributable the Company and offers or grants made by reserves or accounts of the Company and the Company to the Shareholders. offers or grants made by the Company to the Shareholders.

– 73 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force
No.	Articles of Association		No.	Articles of Association
171	The Company in general meeting may at		171	The Company in general meeting may at
	any time and from time to time resolve	that		any time and from time to time resolve that
	any surplus moneys in the hands of the Company representing capital profits			any surplus~~moneys~~moniesin the hands of the Company representing capital profits
	arising from moneys received or recovered in respect of or arising from the realisation			arising from ~~moneys~~monies received or recovered in respect of or arising from the
	of any capital assets of the Company or			realisation of any capital assets of the
	any investments representing the same			Company or any investments representing
	and not required for the payment or			the same and not required for the payment
	provision of any fixed preferential			or provision of any fixed preferential
	Dividend instead of being applied in	the		Dividend instead of being applied in the
	purchase of any other capital assets or for			purchase of any other capital assets or for
	other capital purposes be distributed			other capital purposes be distributed
	amongst its Shareholders on the footing that they receive the same as capital and in			~~amongst~~among its Shareholders on the footing that they receive the same as
	the Shares and proportions in which they			capital and in the Shares and proportions
	would have been entitled to receive	the		in which they would have been entitled to
	same if it had been distributed by way of			receive the same if it had been distributed
	Dividend, provided that no such surplus			by way of Dividend, provided that no such
	moneys as aforesaid shall be so distributed unless the Company will remain solvent			surplus ~~moneys~~monies as aforesaid shall be so distributed unless the Company will
	after the distribution, or the net realisable			remain solvent after the distribution, or
	value of the assets of the Company	will		the net realisable value of the assets of the
	after the distribution be greater than	the		Company will after the distribution be
	aggregate of its liabilities, share capital			greater than the aggregate of its liabilities,
	and share premium account.			share capital and share premium account.
172	The Board shall make or cause to be made		172	The Board shall make or cause to be made
	such annual or other returns or filings as			such annual or other returns or filings as
	may be required to be made in accordance			may be required to be made in accordance
	with the Companies Law.			with the Companies~~Law~~Act.

– 74 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
173	The Board shall cause proper books of	173	The Board shall cause proper books of
	account to be kept of the sums of money		account to be kept of the sums of money
	received and expended by the Company,		received and expended by the Company,
	and the matters in respect of which such		and the matters in respect of which such
	receipts and expenditure take place; and of		receipts and expenditure take place; and of
	the assets and liabilities of the Company		the assets and liabilities of the Company
	and of all other matters required by the		and of all other matters required by the
	Companies Law necessary to give a true and fair view of the state of the Company’s		Companies ~~Law~~Act necessary to give a true and fair view of the state of the
	affairs and to show and explain its		Company’s affairs and to show and
	transactions.		explain its transactions. The financial year
			end of the Company shall be 31 December
			in each calendar year or as otherwise
			determined by the Board.
175	No Shareholder (not being a Director) or	175	No Shareholder (not being a Director) or
	other person shall have any right of		other person shall have any right of
	inspecting any account or book or		inspecting any account or book or
	document of the Company except as		document of the Company except as
	conferred by the Companies Law or ordered by a court of competent		conferred by the Companies ~~Law~~Act or ordered by a court of competent
	jurisdiction or authorised by the Board or		jurisdiction or authorised by the Board or
	the Company in general meeting.		the Company in general meeting.

– 75 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 177 (a) The Company shall at each annual 177 (a) The ~~Company~~ Shareholders shall at general meeting appoint one or more firms each annual general meeting appoint one of auditors to hold office until the or more firms of auditors to hold office by conclusion of the next annual general Ordinary Resolution until the conclusion meeting on such terms and with such of the next annual general meeting on such duties as may be agreed with the Board, terms and with such duties as may be but if an appointment is not made, the agreed with the Board, but if an Auditors in office shall continue in office appointment is not made, the Auditors in until a successor is appointed. A Director, office shall continue in office until a officer or employee of any such Director, successor is appointed. A Director, officer officer or employee shall not be appointed or employee of any such Director, officer or Auditors of the Company. The Board may employee shall not be appointed Auditors fill any casual vacancy in the office of of the Company. The Board may fill any Auditors, but while any such vacancy casual vacancy in the office of Auditors, continues the surviving or continuing but while any such vacancy continues the Auditors (if any) may act. The surviving or continuing Auditors (if any) remuneration of the Auditors shall be fixed may act. The remuneration of the Auditors by or on the authority of the Company in shall be fixed by or on the authority of the the annual general meeting except that in ~~Company~~ Shareholders in ~~the annual~~ any particular year the Company in general meeting by Ordinary Resolution general meeting may delegate the fixing of except that in any particular year the such remuneration to the Board and the ~~Company~~ Shareholders in general meeting remuneration of any Auditors appointed may by Ordinary Resolution delegate the to fill any casual vacancy may be fixed by fixing of such remuneration to the Board the Board. and the remuneration of any Auditors appointed to fill any casual vacancy may be fixed by the Board. (b) The Shareholders may, at any (b) The Shareholders may, at any general meeting convened and held general meeting convened and in accordance with these Articles, held in accordance with these remove the Auditors by Special Articles, remove the Auditors by Resolution at any time before the ~~Special~~ Ordinary Resolution at any expiration of the term of office and time before the expiration of the shall, by Ordinary Resolution, at that term of office and shall, by Ordinary meeting appoint new auditors in its Resolution, at that meeting appoint place for the remainder of the term. new ~~auditors~~ Auditors in ~~its~~ their place for the remainder of the term.

– 76 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 181(a) Except where otherwise expressly stated, 181(a) Except where otherwise expressly stated, any notice or document to be given to or by any notice or document to be given to or by any person pursuant to these Articles shall any person pursuant to these Articles shall be in writing or, to the extent permitted by be in writing or, to the extent permitted by the Companies Law and the Listing Rules the Companies ~~Law~~ Act and the Listing from time to time and subject to this Rules from time to time and subject to this Article, contained in an electronic Article, contained in an electronic communication. A notice calling a meeting communication. A notice calling a meeting of the Board need not be in writing. of the Board need not be in writing. 181(b) Except where otherwise expressly stated, 181(b) Except where otherwise expressly stated, any notice or document to be given to or by any notice or document to be given to or by any person pursuant to these Articles any person pursuant to these Articles (including any corporate communications (including any corporate communications within the meaning ascribed thereto under within the meaning ascribed thereto under the Listing Rules) may be served on or the Listing Rules) may be served on or delivered to any Shareholder either delivered to any Shareholder either personally or by sending it through the personally or by sending it through the post in a prepaid envelope or wrapper post in a prepaid envelope or wrapper addressed to such Shareholder at his addressed to such Shareholder at his registered address as appearing in the registered address as appearing in the register or by leaving it at that address register or by leaving it at that address addressed to the Shareholder or by any addressed to the Shareholder or by any other means authorised in writing by the other means authorised in writing by the Shareholder concerned or (other than Shareholder concerned or (other than share certificates) by publishing it by way share certificates) by publishing it by way of advertisement in the Newspapers. In of advertisement in the Newspapers. In case of joint holders of a share, all notices case of joint holders of a share, all notices shall be given to that one of the joint shall be given to that one of the joint holders whose name stands first in the holders whose name stands first in the register and notice so given shall be register and notice so given shall be sufficient notice to all the joint holders. sufficient notice to all the joint holders. Without limiting the generality of the Without limiting the generality of the foregoing but subject to the Companies foregoing but subject to the Companies Law and the Listing Rules, a notice or ~~Law~~ Act and the Listing Rules, a notice or document may be served or delivered by document may be served or delivered by the Company to any Shareholder by the Company to any Shareholder by electronic means to such address as may electronic means to such address as may from time to time be authorised by the from time to time be authorised by the Shareholder concerned or by publishing it Shareholder concerned or by publishing it on a website and notifying the Shareholder on a website and notifying the Shareholder concerned that it has been so published. concerned that it has been so published.

– 77 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 184 A notice or document may be given by the 184 A notice or document may be given by the Company to the person entitled to a Share Company to the person entitled to a Share in consequence of the death, mental in consequence of the death, mental disorder, bankruptcy or liquidation of a disorder, bankruptcy or liquidation of a Shareholder by sending it through the post Shareholder by sending it through the post in a prepaid envelope or wrapper in a prepaid envelope or wrapper addressed to him by name, or by the title of addressed to him by name, or by the title of representative of the deceased, the trustee representative of the deceased, the trustee of the bankrupt or the liquidator of the of the bankrupt or the liquidator of the Shareholder, or by any like description, at Shareholder, or by any like description, at the address, if any, supplied for the the address, if any, supplied for the purpose by the person claiming to be so purpose by the person claiming to be so entitled, or (until such an address has been entitled, or (until such an address has been so supplied) by giving the notice or so supplied) by giving the notice or document in any manner in which the document in any manner in which the same might have been given if the death, same might have been given if the death, metal disorder, bankruptcy or winding up ~~metal~~ mental disorder, bankruptcy or had not occurred. winding up had not occurred. 186 Any notice or document delivered or sent 186 Any notice or document delivered or sent by post to, or left at the registered address by post to, or left at the registered address of any Shareholder in pursuance of these of any Shareholder in pursuance of these Articles, shall notwithstanding that such Articles, ~~shall~~ notwithstanding that such Shareholder be then deceased, bankrupt or Shareholder be then deceased, bankrupt or wound up and whether or not the wound up and whether or not the Company has notice of his death, Company has notice of his death, bankruptcy or winding up, be deemed to bankruptcy or winding up, shall be have duly served in respect of any deemed to have been duly served in registered Shares whether held solely or respect of any registered Shares whether jointly with other persons by such held solely or jointly with other persons by Shareholder until some other person be such Shareholder until some other person registered in his stead as the holder or joint be registered in his stead as the holder or holder thereof, and such service shall for joint holder thereof, and such service shall all purposes of these Articles be deemed a for all purposes of these Articles be sufficient service of such notice or deemed a sufficient service of such notice document on his personal representatives or document on his personal representatives and all persons (if any) jointly interested and all persons (if any) jointly interested with him in any such Shares. with him in any such Shares.

– 78 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
189	Subject to the Companies Law, a resolution that the Company be wound up by the		189	Subject to the Companies ~~Law~~Act, a resolution that the Company be wound up
	Court or be wound up voluntarily shall be			by the Court or be wound up voluntarily
	passed by way of a Special Resolution.			shall be passed by way of a Special
				Resolution.
191	If the Company shall be wound up (in		191	If the Company shall be wound up (in
	whatever manner) the liquidator may, with			whatever manner) the liquidator may, with
	the sanction of a Special Resolution and			the sanction of a Special Resolution and
	any other sanction required by the			any other sanction required by the
	Companies Law, divide among the Shareholders in specie or kind the whole or			Companies ~~Law~~Act, divide among the Shareholders in specie or kind the whole or
	any part of the assets of the Company			any part of the assets of the Company
	whether the assets shall consist of property			whether the assets shall consist of property
	of one kind or shall consist of properties	of		of one kind or shall consist of properties of
	different kinds and the liquidator may, for			different kinds and the liquidator may, for
	such purpose, set such value as he deems			such purpose, set such value as he deems
	fair upon any one or more class or classes			fair upon any one or more class or classes
	of property to be divided as aforesaid and			of property to be divided as aforesaid and
	may determine how such division shall be			may determine how such division shall be
	carried out as between the Shareholders	or		carried out as between the Shareholders or
	different classes of Shareholders and the			different classes of Shareholders and the
	Shareholders within each class. The			Shareholders within each class. The
	liquidator may, with the like sanction, vest			liquidator may, with the like sanction, vest
	any part of the assets in trustees upon such			any part of the assets in trustees upon such
	trusts for the benefit of Shareholders as the			trusts for the benefit of Shareholders as the
	liquidator, with the like sanction, shall			liquidator, with the like sanction, shall
	think fit, provided that no Shareholder			think fit, provided that no Shareholder
	shall be compelled to accept any Shares	or		shall be compelled to accept any Shares or
	other assets upon which there is a liability.			other assets upon which there is a liability.

– 79 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Currently in force Proposed to be amended as No. Articles of Association No. Articles of Association 192 The Directors, managing directors, 192 The Directors, managing directors, alternate Directors, Auditors, Secretary alternate Directors, Auditors, Secretary and other officers for the time being of the and other officers for the time being of the Company and the trustees (if any) for the Company and the trustees (if any) for the time being acting in relation to any of the time being acting in relation to any of the affairs of the Company, and their affairs of the Company, and their respective executors or administrators, respective executors or administrators, shall be indemnified and secured harmless shall be indemnified and secured harmless out of the assets of the Company from and out of the assets of the Company from and against all actions, costs, charges, losses, against all actions, costs, charges, losses, damages and expenses which they or any damages and expenses which they or any of them, their or any of their executors or of them, their or any of their executors or administrators, shall or may incur or administrators, shall or may incur or sustain by reason of any act done, sustain by reason of any act done, concurred in or omitted in or about the concurred in or omitted in or about the execution of their duty or supposed duty execution of their duty or supposed duty in their respective offices or trusts, except in their respective offices or trusts, except such (if any) as they shall incur or sustain such (if any) as they shall incur or sustain through their own fraud or dishonesty, and through their own ~~fraud or~~ dishonesty , none of them shall be answerable for the wilful default or fraud and none of them acts, receipts, neglects or defaults of any shall be answerable for the acts, receipts, other of them, or for joining in any receipt neglects or defaults of any other of them, for the sake of conformity, or for any or for joining in any receipt for the sake of bankers or other persons with whom any conformity, or for any bankers or other moneys or effects of the Company shall be persons with whom any ~~moneys~~ monies or lodged or deposited for safe custody, or for effects of the Company shall be lodged or the insufficiency or deficiency of any deposited for safe custody, or for the security upon which any moneys of the insufficiency or deficiency of any security Company shall be placed out or invested, upon which any ~~moneys~~ monies of the or for any other loss, misfortune or Company shall be placed out or invested, damage which may arise in the execution or for any other loss, misfortune or of their respective offices damage which may arise in the execution of their respective offices or trusts, or

– 80 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Currently in force
No.	Articles of Association		No.	Articles of Association
	or trusts, or in relation thereto, except	as		in relation thereto, except as the same
	the same shall happen by or through their			shall happen by or through their own
	own fraud, dishonesty or recklessness. The Company may take out and pay the premium and other moneys for the			~~fraud, ~~dishonesty, wilful default or ~~recklessness~~fraud. The Company may take out and pay the premium and other
	maintenance of insurance, bonds and other instruments for the benefit either of the			~~moneys~~monies for the maintenance of insurance, bonds and other instruments
	Company or the Directors (and/or other			for the benefit either of the Company or
	officers) or any of them to indemnify the			the Directors (and/or other officers) or any
	Company and/or Directors (and/or other			of them to indemnify the Company and/or
	officers) named therein for this purpose			Directors (and/or other officers) named
	against any loss, damage, liability and			therein for this purpose against any loss,
	claim which they may suffer or sustain in			damage, liability and claim which they
	connection with any breach by the			may suffer or sustain in connection with
	Directors (and/or other officers) or any of			any breach by the Directors (and/or other
	them of their duties to the Company.			officers) or any of them of their duties to
				the Company.
196	The following provisions shall have effect		196	The following provisions shall have effect
	to the extent that they are not prohibited			to the extent that they are not prohibited
	by and are in compliance with the			by and are in compliance with the
	Companies Law:			Companies~~Law~~Act:
	......			......
197	The following provisions shall have effect		197	The following provisions shall have effect
	at any time and from time to time,			at any time and from time to time,
	provided that they are not prohibited by or			provided that they are not prohibited by or
	inconsistent with the Companies Law:			inconsistent with the Companies~~Law~~Act:
	......			......

– 81 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [115 x 32] intentionally omitted <==

NETJOY HOLDINGS LIMITED 雲想科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2131)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ AGM ”) of Netjoy Holdings Limited (the “ Company ”) will be held at Conference Room, 5/F, No. 3, 396 Guilin Road, Xuhui District, Shanghai, PRC on Monday, June 20, 2022 at 11:00 a.m. for the following purposes.

Ordinary Resolutions

To receive and adopt the audited consolidated financial statements of the Company, its subsidiaries and its consolidated affiliated entity for the year ended December 31, 2021 and the reports of the directors (the “ Directors ”) and of the independent auditor of the Company.
To declare a final dividend of HK$0.05 per share of the Company for the year ended December 31, 2021.
To re-elect the following retiring Directors:
(a) To re-elect Mr. Xu Jiaqing as an executive Director;
(b) To re-elect Mr. Lin Qian as an executive Director;
(c) To re-elect Ms. Zha Lijun as an executive Director;
(d) To re-elect Mr. Dai Liqun as a non-executive Director; and
(e) To re-elect Ms. Cui Wen as an independent non-executive Director.
To authorize the board of Directors (the “ Board ”) to determine the remuneration of the Directors.
To re-appoint Ernst & Young as the auditor of the Company and to authorize the Board to determine its remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
(A) “That:
- (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
- (ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
- (iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined); or (b) the grant or exercise of any option under the share option scheme of the Company or any other share option scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (c) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (d) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the aggregate amount of the issued share of the Company as at the date of passing this resolution and the said approval shall be limited accordingly;

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NOTICE OF ANNUAL GENERAL MEETING

(iv) for the purpose of this resolution:
- (a) “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:
  - (1) the conclusion of the next annual general meeting of the Company;
  - (2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or
  - (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting; and
- (b) “ Rights Issue ” means an offer of shares of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors to holders of shares of the Company or any class thereof whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”
(B) “That:
(i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission in Hong Kong and the Stock Exchange under the Codes on Takeovers and Share Buy-backs

– 84 –

NOTICE OF ANNUAL GENERAL MEETING

and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange be and is hereby generally and unconditionally approved;

(ii) the aggregate number of the issued shares of the Company, which may be repurchased by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate amount of the issued share of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and hereby revoked; and
(iv) for the purpose of this resolution:
- (c) “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:
  - (1) the conclusion of the next annual general meeting of the Company;
  - (2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or
  - (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.”
(C) “ That conditional upon the resolutions numbered 6(A) and 6(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with the additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 6(A) set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate number of issued shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 6(B) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the issued share of the Company as at the date of passing of this resolution.”

– 85 –

NOTICE OF ANNUAL GENERAL MEETING

Special Resolution

To consider and, if thought fit, to pass, the following resolution as special resolution:

“ THAT :

(i) the proposed amendments to the existing amended and restated memorandum of association and articles of association of the Company (the “ Proposed Amendments ”), the details of which are set out in Appendix III to the circular of the Company dated April 29, 2022, be and are hereby approved;
(ii) the second amended and restated memorandum of association and articles of association of the Company (the “ Second Amended and Restated Memorandum and Articles of Association ”), which contains all the Proposed Amendments and a copy of which has been produced to this meeting and marked “A” and initialed by the chairman of the meeting, be and is hereby approved and adopted in substitution for and to execution of the existing amended and restated memorandum of association and articles of association of the Company with immediate effect; and
(iii) any Director or company secretary of the Company be and is hereby authorized to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the Second Amended and Restated Memorandum and Articles of Association, including without limitation, attending to the necessary filings with the Registrar of Companies in Hong Kong and the Cayman Islands.”

By order of the Board Netjoy Holdings Limited XU Jiaqing Chairman of the Board

Shanghai, the PRC, April 29, 2022

Registered Office: Headquarter in the PRC: Principal place of business 4th Floor, Harbour Place 5/F, No. 3 in Hong Kong: 103 South Church Street 396 Guilin Road 31/F, Tower Two George Town Xuhui District, Shanghai Times Square P.O. Box 10240 PRC 1 Matheson Street Grand Cayman KY1-1002 Causeway Bay Cayman Islands Hong Kong

– 86 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

Ordinary resolution numbered 6(C) will be proposed to the shareholders of the Company (the “ Shareholders ”) for approval provided that ordinary resolutions numbered 6(A) and 6(B) are passed by the shareholders of the Company.
For determining the entitlement of the Shareholders to attend and vote at the AGM, the register of members will be closed from Wednesday, June 15, 2022 to Monday, June 20, 2022 (both days inclusive), during which period no transfer of Shares will be registered. The record date will be Monday, June 20, 2022. To qualify for attending and voting at the AGM, Shareholders must deliver their duly stamped transfer documents, accompanied by the relevant share certificates to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Tuesday, June 14, 2022 for registration of the relevant transfer.
For determining the entitlement of the Shareholders to the proposed final dividend, the register of members of the Company will be closed on Monday, June 27, 2022, during which period no transfer of Shares will be registered. The record date will be Monday, June 27, 2022. In order to qualify for receiving the proposed dividend, Shareholders must deliver their duly stamped transfer documents, accompanied by the relevant share certificates to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Friday, June 24, 2022 for registration of the relevant transfer.
Any Shareholder entitled to attend and vote at the meeting convened by the above notice is entitled to appoint more than one proxy to attend and vote on behalf of him. A proxy need not be a Shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.
Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she/it were solely entitled thereto, but if more than one of such joint holders be present at the AGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint shareholding.
To be valid, the proxy form and 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 to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or adjourned annual general meeting.
In respect of ordinary resolutions numbered 3 above, Mr. Xu Jiaqing, Mr. Lin Qian, Ms. Zha Lijun, Mr. Dai Liqun and Ms. Cui Wen, shall retire and being eligible, have offered themselves for re-election as Directors at the meeting. Details of the above Retiring Directors are set out in Appendix I to the accompanied circular dated April 29, 2022.
In respect of the ordinary resolution numbered 6(A) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the Shareholders of the Company as a general mandate for the purposes of the Rules Governing the Listing of Securities on the Stock Exchange.
In respect of the ordinary resolution numbered 6(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of Shareholders. The explanatory statement containing the information necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated April 29, 2022.
The ordinary resolutions and special resolution set out above will be determined by way of poll.

As at the date of this notice, the Board comprises Mr. XU Jiaqing, Mr. WANG Chen, Mr. LIN Qian and Ms. ZHA Lijun as executive Directors; Mr. DAI Liqun and Mr. WANG Jianshuo as non-executive Directors; and Mr. CHEN Changhua, Dr. RU Liyun and Ms. CUI Wen as independent non-executive Directors.

– 87 –

AI assistant

Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2022

50390_rns_2022-04-28_7d84ea3b-e630-4338-8b61-19437b12ff52.pdf

NETJOY HOLDINGS LIMITED 雲想科技控股有限公司

DEFINITIONS

NETJOY HOLDINGS LIMITED 雲想科技控股有限公司

(Stock Code: 2131)

Executive Directors:

Non-executive Directors:

Independent Non-executive Directors:

Headquarter in the PRC:

INTRODUCTION

ISSUE MANDATE TO ISSUE SHARES

REPURCHASE MANDATE TO REPURCHASE SHARES

RE-ELECTION OF RETIRING DIRECTORS

Procedure and Process for Nomination of Directors

Recommendation of the Nomination Committee

LETTER FROM THE BOARD

DECLARATION AND PAYMENT OF FINAL DIVIDEND

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

NOTICE OF ANNUAL GENERAL MEETING

CLOSURE OF REGISTER OF MEMBERS

FORM OF PROXY

VOTING BY WAY OF A POLL

RECOMMENDATION

RESPONSIBILITY STATEMENT

Executive Directors

Non-executive Director

Independent Non-executive Director

Directors’ Remuneration in 2021

SHARE CAPITAL

REASONS FOR AND FUNDING OF REPURCHASE

GENERAL

TAKEOVERS CODE

SHARE REPURCHASE MADE BY THE COMPANY

SHARE PRICES

NETJOY HOLDINGS LIMITED 雲想科技控股有限公司

NOTICE OF ANNUAL GENERAL MEETING

Ordinary Resolutions

Special Resolution

“ THAT :

By order of the Board Netjoy Holdings Limited XU Jiaqing Chairman of the Board

More from Netjoy Holdings Limited

Netjoy Holdings Limited Proxy Solicitation & Information Statement 2022