THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in BC Technology Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee 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 the 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.

==> picture [79 x 51] intentionally omitted <==

BC TECHNOLOGY GROUP LIMITED BC 科技集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 863)

PROPOSALS FOR

(1) GRANT OF GENERAL MANDATE TO ISSUE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) PROPOSED AMENDMENT OF THE EXISTING MEMORANDUM AND ARTICLES AND ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES; AND

(4) NOTICE OF AGM

A notice convening the annual general meeting (‘‘AGM’’) of BC TECHNOLOGY GROUP LIMITED (the ‘‘Company’’) to be held at 39/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on 29 June 2022, Wednesday at 10:00 a.m. is set out on pages 103 to 106 of this circular.

A form of proxy is enclosed with this circular. Whether or not you intend to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 48 hours (i.e. 10:00 a.m. on Monday, 27 June 2022) before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire and, in such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE AGM

Please refer to page 1 of this circular for the measures being taken to try to prevent and control the spread of the COVID-19 at the AGM, including:

. compulsory temperature checks and health declarations

. compulsory wearing of surgical face masks

. no distribution of corporate gifts and no serving of drinks or refreshments

. seats will be limited to ensure appropriate social distancing and will be available on a first-come-first-serve basis

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

6 June 2022

CONTENTS

	Page
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
PRECAUTIONARY MEASURES FOR THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2–3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4–9
APPENDIX I — DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10–12
APPENDIX II — AMENDED AND RESTATED MEMORANDUM AND
ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . .	13–102
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	103–106

– i –

RESPONSIBILITY STATEMENT

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

– ii –

PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing Novel Coronavirus (COVID-19) epidemic, the Company will implement the following preventive measures at the AGM to protect attending Shareholders, staff and other stakeholders from the risk of infection, including:

i. Compulsory body temperature checks will be conducted on every attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius, or who exhibits flu-like symptoms or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the AGM venue or be required to leave the AGM venue.
ii. Attendees are required to prepare their own surgical face masks and wear the same inside the AGM venue at all times, and to maintain appropriate social distance with others (including queuing for registration). Please note that no masks will be provided.
iii. No distribution of corporate gifts and no serving of drinks or refreshments.
iv. Seats at the AGM venue will be arranged to ensure appropriate social distancing. As a result, there will be limited capacity for attendees. Seats will be limited at the meeting and will be available on a first-come-first-serve basis.

To the extent permitted by law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders’ health and safety and consistent with recent COVID-19 guidelines issued by the Government of Hong Kong (available at www.chp.gov.hk/en/features/102742.html), the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

Subject to the development of COVID-19 in Hong Kong, the Company may implement further precautionary measures, and issue further announcement(s) on such measures as and when appropriate.

– 1 –

DEFINITIONS

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

‘‘Amended and Restated the second amended and restated memorandum and articles Memorandum and Articles’’ of association of the Company proposed to be adopted by the Shareholders by special resolution at the AGM;
‘‘AGM’’ the annual general meeting of the Company to be convened and held at 39/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on 29 June 2022, Wednesday at 10:00 a.m. or any adjournment thereof (as the case may be);
‘‘AGM Notice’’ the notice convening the AGM set out on pages 103 to 106 of this circular;
‘‘Articles’’ the articles of association of the Company as amended from time to time;
‘‘associate’’ has the same meaning as defined in the Listing Rules;
‘‘Board’’ the board of Directors;
‘‘Company’’ BC Technology Group Limited (BC科技集團有限公司), a company incorporated in the Cayman Islands with limited liability, and the Shares are listed on the Stock Exchange;
‘‘controlling shareholder’’ has the same meaning as defined in the Listing Rules;
‘‘Director(s)’’ the directors of the Company;
‘‘East Harvest’’
East Harvest Global Limited, a company incorporated in the British Virgin Islands with limited liabilities, which is owned as to 60.42% by Wise Aloe Limited, 32.87% by Colour Day Limited and 6.71% by Smart Mission Investments Limited, and is the controlling shareholder of the Company;
‘‘General Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue and otherwise deal with Shares of not exceeding 20% of the number of issued shares of the Company as at the date of AGM;
‘‘Group’’ the Company and its subsidiaries;
‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the PRC;

– 2 –

DEFINITIONS

‘‘Latest Practicable Date’’ 30 May 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;
‘‘Memorandum’’ the memorandum of association of the Company as amended from time to time;
‘‘Nomination Committee’’ the nomination committee of the Company;
‘‘PRC’’ The People’s Republic of China;
‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended and supplemented from time to time;
‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of the Company;
‘‘Shareholder(s)’’ holder(s) of Share(s);
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;
‘‘substantial shareholder’’ has the same meaning as defined in the Listing Rules; and
‘‘HK$’’ Hong Kong dollar, the lawful currency of Hong Kong.

– 3 –

LETTER FROM THE BOARD

==> picture [79 x 51] intentionally omitted <==

BC TECHNOLOGY GROUP LIMITED BC 科技集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 863)

Executive Directors: Mr. Lo Ken Bon (Deputy Chairman) Mr. Madden Hugh Douglas (Chief Executive Officer) Mr. Ko Chun Shun Johnson Mr. Chapman David James Mr. Tiu Ka Chun, Gary

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent Non-Executive Directors: Mr. Chau Shing Yim David Mr. Chia Kee Loong Lawrence Mr. Tai Benedict

Principal Place of Business in Hong Kong: 39/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong

6 June 2022

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR

(1) GRANT OF GENERAL MANDATE TO ISSUE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) PROPOSED AMENDMENT OF THE EXISTING MEMORANDUM AND ARTICLES AND ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES; AND (4) NOTICE OF AGM

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with the information regarding certain resolutions to be proposed at the AGM to enable you to make decisions on whether to vote for or against these resolutions.

– 4 –

LETTER FROM THE BOARD

At the AGM, resolutions, amongst others, will be proposed for the Shareholders to approve (a) the General Mandate to issue shares; (b) the re-election of the retiring Directors and (c) the proposed amendment of the existing Memorandum and Articles and the adoption of the Amended and Restated Memorandum and Articles.

2. GENERAL MANDATE TO ISSUE SHARES

The Company’s existing general mandate to issue Shares was approved by its then Shareholders on 28 May 2021. Unless otherwise renewed, the existing mandate to issue Shares will lapse at the conclusion of the AGM. At the AGM, an ordinary resolution will be proposed to grant to the Director a general mandate to allot, issue and otherwise deal with Shares not exceeding 20% of the number of issued shares of the Company as at the date of the passing of the proposed resolution.

The General Mandate allows the Directors to allot, issue and otherwise deal with Shares only during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by the Articles or the laws of the Cayman Islands; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

The Directors consider that it is in the best interests of the Company and its Shareholders to grant the General Mandate to the Directors to enhance the flexibility of any possible fund raising or acquisition.

As at the Latest Practicable Date, the number of issued shares was 423,247,484 Shares. Subject to the passing of the relevant resolution to approve the General Mandate and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Directors would be authorised to allot, issue and otherwise deal with a maximum of 84,649,496 new Shares under the General Mandate, representing 20% of the number of issued shares as at the date of the AGM.

3. RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 108 of the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third), shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. A retiring Director shall be eligible for re-election. Accordingly, Mr. Ko Chun Shun, Johnson, Mr. Tiu Ka Chun, Gary and Mr. Tai Benedict will retire from office as Directors and being eligible, have offered themselves for re-election as Directors at the AGM.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s board diversity policy and nomination policy. The Nomination Committee has recommended to the Board on the re-election of all the retiring Directors who are due to retire at the AGM. In addition, the Board is of the view that they will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.

– 5 –

LETTER FROM THE BOARD

As a good corporate governance practice, each of the retiring Directors abstained from deliberations and decisions on their own eligibility to stand for re-election at the relevant Nomination Committee and board meetings.

Details of the above retiring Directors who are subject to re-election at the AGM are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

PROPOSED ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

In order to (a) align the existing Memorandum and Articles with the latest amendments made to Appendix 3 to the Listing Rules which came into effect on 1 January 2022 regarding core shareholder protection standards; (b) provide flexibility to the Company in relation to the conduct of general meetings by allowing general meetings of the Company to be held as electronic meetings or hybrid meetings where Shareholders may participate by electronic communication facilities in substitution for or in addition to physical attendance at one or more locations and providing certain powers to the Board and the chairman of the meeting in relation thereto; and (c) incorporate certain general updating and housekeeping amendments, the Directors propose to amend the existing Memorandum and Articles by adopting the Amended and Restated Memorandum and Articles at the AGM, where a special resolution will be proposed to adopt the Amended and Restated Memorandum and Articles in substitution for, and to the exclusion of, the existing Memorandum and Articles.

The major proposed amendments brought by the Amended and Restated Memorandum and Articles are summarised as follows:

to provide that the Company shall hold an annual general meeting in each financial year and such annual general meeting must be held within six months after the end of the Company’s financial year;
to provide that an annual general meeting of the Company shall be called by notice of not less than twenty-one clear days. All other general meetings (including an extraordinary general meeting) must be called by notice of not less than fourteen clear days but if permitted by the Listing Rules, a general meeting may be called by shorter notice if it is so agreed;
to provide that all members of the Company (‘‘Members’’) shall have the right to (i) speak at a general meeting of the Company; and (ii) vote at a general meeting of the Company, except where any Member is required, by the Listing Rules, to abstain from voting to approve the matter under consideration;
to provide that where any Member is, under the Listing Rules, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted;

– 6 –

LETTER FROM THE BOARD

to clarify that any Director appointed by the Board to fill a casual vacancy on the Board or as an addition to the existing Board shall hold office until the next following annual general meeting of the Company and shall then be eligible for reelection;
to provide that the Members shall have the power to remove a Director by ordinary resolution at any time before the expiration of his period of office;
to provide that the Members may, at any general meeting convened and held in accordance with the Articles, by ordinary resolution remove the Auditors at any time before the expiration of their term of office;
to update the provision regarding the inspection of the principal and branch register which shall be opened to the members of the public at specific time;
to update the provision regarding the appointment of the Auditors to fill any casual vacancy therein that any such Auditors appointed shall hold office until the next following annual general meeting of the Company and shall then be subject to appointment by the Shareholders;
to allow all general meetings (including an annual general meeting, any adjourned meeting or postponed meeting) be held as a physical meeting in any part of the world and at one or more locations, or as a hybrid meeting or an electronic meeting;
to insert the definitions of ‘‘electronic meeting’’, ‘‘hybrid meeting’’, ‘‘Meeting Location’’, ‘‘physical meeting’’ and ‘‘Principal Meeting Place’’, and make corresponding changes to the relevant provisions of the new Articles;
to include additional details to be specified in a notice of general meeting in light of allowing general meetings to be held at one or more meeting locations, or as a hybrid meeting or an electronic meeting;
to provide that the chairman of the general meeting may, with the consent of the meeting at which a quorum is present, adjourn the meeting from time to time (or indefinitely), from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting);
to provide for the proceedings of general meetings which may be held at one or more locations, or as a hybrid meeting or an electronic meeting, and the powers of the Board and the chairman of the meeting in relation thereto;
to provide that, where the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold a general meeting as specified in the notice calling for such meeting, they may change or postpone the meeting to another date, time, place, change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Shareholders;

– 7 –

LETTER FROM THE BOARD

to provide that votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine;
to provide the Board with the power to capitalise reserves of the Company to pay up in full Shares to be issued pursuant to a share incentive scheme or employee benefit scheme that has been adopted or approved by the Shareholders;
to make other house-keeping amendments, including inserting definition of ‘‘electronic communication’’ and making consequential amendments in line with the above amendments to the existing Articles;
to provide that the financial year end of the Company shall be 31st of December in each year, unless otherwise determined by the Directors from time to time; and
to make other amendments to update or clarify provisions where the Board consider desirable in accordance with or better align with the wording in the applicable laws of the Cayman Islands and the Listing Rules.

Details of the proposed amendments to the existing Memorandum and Articles brought by the adoption of the Amended and Restated Memorandum and Articles are set out in Appendix II to this circular. A special resolution will be proposed at the AGM to approve the Amended and Restated Memorandum and Articles.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held at 39/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on 29 June 2022, Wednesday at 10:00 a.m. is set out on pages 103 to 106 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

– 8 –

LETTER FROM THE BOARD

A form of proxy for use by Shareholders at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours (i.e. 10:00 a.m. on Monday, 27 June 2022) before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire and, in such event, the form of proxy shall be deemed to be revoked.

RECOMMENDATION

The Directors consider that all the proposed resolutions at the AGM are in the best interests of the Company and the Shareholders as a whole, and, accordingly, the Directors recommend all Shareholders to vote in favour of all the resolutions to be proposed at the AGM and as set out in the AGM Notice.

By Order of the Board BC Technology Group Limited Lo Ken Bon Executive Director

– 9 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

The following are particulars of the Directors proposed to be re-elected at the AGM:

Mr. Ko Chun Shun Johnson (‘‘Mr. Ko’’), aged 70, has been an executive director of the Company since April 2018. Mr. Ko is the deputy chairman and an executive director of Frontier Services Group Limited (stock code: 500).

Mr. Ko has extensive experience in direct investment, merger and acquisition, TMT (Technology, Media and Telecom) and financial service.

Mr. Ko has entered into a letter of appointment with the Company and is not appointed for a specific term, but is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the laws of the Cayman Islands. Mr. Ko’s remuneration is determined by reference to his duties and responsibilities with the Company and the prevailing market condition and is subject to review by the Remuneration Committee and the Board from time to time. Mr. Ko currently receives an annual emolument of HK$1,200,000.

As at the Latest Practicable Date, Mr. Ko is interested in 4,200,000 share options of the Company within the meaning of Part XV of the SFO.

As at the Latest Practicable Date, East Harvest holds 187,536,194 shares of the Company and is owned as to approximately 60.42% by Wise Aloe Limited, 32.87% by Colour Day Limited and 6.71% by Smart Mission Investments Limited. Wise Aloe Limited is owned as to 77.77% by Bell Haven Limited and 22.23% by Colour Day Limited. and Mr. Ko is the sole shareholder of Colour Day Limited. Save as disclosed above, Mr. Ko was not interested nor deemed to be interested in any other Shares or any underlying Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Ko does not hold, and has not held any other position in the Group nor any directorship in other listed public companies in the last three years. In addition, Mr. Ko does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. He has confirmed that he is not aware of any matters that need to be brought to the attention of the Shareholders or any information that is required to be disclosed herein pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Tiu Ka Chun, Gary (‘‘Mr. Tiu’’), aged 44, has been an executive Director of the Company since July 2019. He is also the Head of Regulatory Affairs of the Company.

Mr. Tiu has more than 20 years of experience as a corporate legal counsel, specialising in regulatory affairs and financial products.

Prior to joining the Company, Mr. Tiu served as General Counsel for Yunfeng Financial Group and Asia Head of Legal and Compliance for Cantor Fitzgerald and BGC Partners. Earlier in his career, Mr. Tiu specialised in structured derivatives, private equity and managed investment products at Macquarie Group and CITIC Capital.

– 10 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

Mr. Tiu holds a Bachelor of Laws and a Bachelor of Arts from the University of New South Wales.

Mr. Tiu has entered into a director’s service contract with the Company and is not appointed for a specific term, but is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the laws of the Cayman Islands. Mr. Tiu’s remuneration is determined by reference to his duties and responsibilities with the Company and the prevailing market condition and is subject to review by the Remuneration Committee and the Board from time to time. Mr. Tiu currently receives an annual emolument of HK$3,240,000.

As at the Latest Practicable Date, Mr. Tiu is interested in 100,000 ordinary shares of the Company and 800,000 share options within the meaning of Part XV of SFO.

Save as disclosed above, Mr. Tiu does not hold, and has not held any other position in the Group nor any directorship in other listed public companies in the last three years. In addition, Mr. Tiu does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholder of the Company. He has confirmed that he is not aware of any matters that need to be brought to the attention of the Shareholders or any information that is required to be disclosed herein pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Tai Benedict (‘‘Mr. Tai’’), aged 66, is an independent non-executive Director of the Company. He is also a member of the Audit Committee and the Risk Management Committee of the Company.

Mr. Tai graduated from Columbia University School of Law with a J.D. degree and is currently a retired partner of Jones Day, one of the largest law firms in the United States. Mr. Tai has many years of experience working in corporate, banking, and cross border mergers and acquisitions. In recent years, his practice has focused on representing numerous Chinese IT, technology, communications, media, and Internet companies seeking to raise funds in the public and private markets as well as multinational clients seeking platform acquisitions in China. Mr. Tai previously worked for Lehman Brothers as an investment banker in the Technology, Media and Telecom group and helped found Latitude Capital Group, a boutique merchant bank with offices in Hong Kong, Beijing and Shanghai. Mr. Tai is admitted to the New York Bar.

Mr. Tai entered into a letter of appointment with the Company for a term of 3 years subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the laws of the Cayman Islands. He is entitled to a director’s remuneration of HK$480,000 per annum, which is determined with reference to his responsibilities, experience and market benchmarks.

As at the Latest Practicable Date, Mr. Tai is interested in 50,000 ordinary shares of the Company and 450,000 share options within the meaning of Part XV of SFO.

– 11 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

Save as disclosed above, Mr. Tai does not hold, and has not held any other position in the Group nor any directorship in other listed public companies in the last three years. In addition, Mr. Tai does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. He has confirmed that he is not aware of any matters that need to be brought to the attention of the Shareholders or any information that is required to be disclosed herein pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

– 12 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

The following are the proposed amendments to the Memorandum and Articles. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the Amended and Restated Memorandum and Articles. If the serial numbering of the clauses of the Memorandum and Articles is changed due to the addition, deletion or re-arrangement of certain clauses made in these amendments, the serial numbering of the clauses of the Memorandum and Articles as so amended shall be changed accordingly, including cross-references.

Note: The Amended and Restated Memorandum and Articles are prepared in English with no official Chinese version. Chinese translation is for reference only. In the event of any inconsistency, the English version shall prevail.

THE COMPANIES ACT (AS REVISED)

~~THE COMPANIES LAW (2011 Revision)~~

EXEMPTED COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION OF

BC Technology Group Limited

BC科技集團有限公司

BRANDING CHINA GROUP LIMITED 品牌中國集團有限公司

(the ‘‘Company’’)

(Adopted by way of special resolution passed at the

annual general meeting held on [.]) ~~(Adopted by a Special Resolution passed on 10 April 2012)~~

The name of the Company is BC Technology Group Limited BC科技集團有限公司 ~~Branding China Group Limited品牌中國集團有限公司~~ .
The registered office will be situate at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands ~~Appleby Trust (Cayman) Ltd., Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands o~~ r at such other place in the Cayman Islands as the Directors may from time to time decide.
The objects for which the Company is established are unrestricted and except as prohibited or limited by the laws of the Cayman Islands, the Company shall have full power and authority to carry out any object and shall have and be capable of from time to

– 13 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

time and at all times exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate in any part of the world whether as principal, agent, contractor or otherwise.

Without prejudice to the generality of the foregoing, the objects of the Company shall include, but without limitation, the following:
4.1 To carry on the business of an investment company and for that purpose to acquire and hold, either in the name of the Company or in that of any nominee, land and real estate, gold and silver bullion, shares (including shares in the Company), stocks, debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any company wherever incorporated or carrying on business and debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any government, sovereign, ruler, commissioners, public body or authority, supreme, dependent, municipal, local or otherwise in any part of the world.
4.2 To lend money with or without security either at interest or without and to invest money of the Company in such manner as the Directors think fit.
4.3 To acquire by purchase, lease, exchange, or otherwise lands, houses, buildings and other property or any interest in the same in any part of the world.
4.4 To carry on the business of a commodity, commodity futures and forward contracts trader and for that purpose to enter into spot, future or forward contracts for the purchase and sale of any commodity including, but without prejudice to the generality of the foregoing, any raw materials, processed materials, agricultural products, produce or livestock, gold and silver bullion, specie and precious or semiprecious stones, goods, articles, services, currencies, rights and interests which may now or in the future be bought and sold in commerce and whether such trading is effected on an organised commodity exchange or otherwise and either to take delivery of, or to sell or exchange any such commodities pursuant to any contract capable of being entered into on any such commodities exchange.
4.5 To carry on whether as principals, agents or otherwise the business of providing and supplying goods, equipment, materials and services of whatsoever nature, and of financiers, company promoters, realtors, financial agents, land owners and dealers in or managers of companies, estates, lands, buildings, goods, materials, services, stocks, leases, annuities and securities of whatsoever type or kind.
4.6 To purchase or otherwise acquire and hold any rights, privileges, concessions, patents, patent rights, licences, secret processes and any real or personal property of any kind whatsoever.
4.7 To build, equip, furnish, outfit, repair, purchase, own, charter and lease steam, motor, sail or other vessels, ships, boats, tugs, barges, lighters or other property to be used in the business of shipping, transportation, chartering and other communication and transport operations for the use of the Company or for others, and to sell, charter, lease, mortgage, pledge or transfer the same or any interest therein to others.

– 14 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

4.8 To carry on the business of importers, exporters and merchants of goods, produce, stores and articles of all kinds both wholesale and retail, packers, customs brokers, ship agents, warehousemen, bonded or otherwise and carriers and to transact every kind of agency, factor and brokerage business or transaction which may seem to the Company directly or indirectly conducive to its interests.
4.9 To carry on the business of consultants in connection with all manner of services and advisers on all matters relating to companies, firms, partnerships, charities, political and non-political persons and organisations, governments, principalities, sovereign and republican states and countries and to carry on all or any of the businesses of financial, industrial, development, architectural, engineering, manufacturing, contracting.
4.10 management, advertising, professional business and personal consultants and to advise upon the means and methods for extending, developing, marketing and improving all types of projects, developments, businesses or industries and all systems or processes relating to such businesses and the financing, planning, distribution, marketing and sale thereof.
4.11 To act as a management company in all branches of that activity and without limiting the generality of the foregoing, to act as managers of investments and hotels, estates, real property, buildings and businesses of every kind and generally to carry on business as managers, consultants or agents for or representatives of owners of property of every kind, manufacturers, funds, syndicates, persons, firms and companies for any purpose whatsoever.
4.12 To carry on any other trade or business which may seem to the Company capable of being carried on conveniently in connection with any business of the Company.
4.13 To borrow or raise money by the issue of ordinary debenture stock or on mortgage or in such other manner as the Company shall think fit.
4.14 To draw, make, accept, endorse, discount, execute and issue all instruments both negotiable and non-negotiable and transferable including promissory notes, bills of exchange, bills of lading, warrants, debentures and bonds.
4.15 To establish branches or agencies in the Cayman Islands and elsewhere and to regulate and to discontinue the same.
4.16 To distribute any of the property of the Company among the members of the Company in specie.
4.17 To acquire and take over the whole or any part of the business, property and liabilities of any person or persons, firm or company or to take or other acquire and hold shares, stock, debentures or other securities of or interest in any other company carrying on any business or possessed of any property or rights.

– 15 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

4.18 To grant pensions, allowances, gratuities and bonuses to employees or ex-employees of the Company or the dependents of such persons and to support, establish or subscribe to any charitable or other institutions, clubs, societies or funds or to any national or patriotic fund.
4.19 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.
4.20 To enter into partnership or into any arrangements for sharing profits, union of interests, co-operation, joint venture, reciprocal concession, amalgamation or otherwise with any person or persons or company engaged or interested or about to become engaged or interested in the carrying on or conduct of any business or enterprise from which this Company would or might derive any benefit whether direct or indirect and to lend money, guarantee the contracts of or otherwise assist any such person or company and to take subscribe for or otherwise acquire shares and securities of any such company and to sell, hold, re-issue with or without guarantee or otherwise deal with the same.
4.21 To enter into any arrangements with any authorities, municipal or local or otherwise and to obtain from any such authority any rights, privileges or concessions which the Company may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges or concessions.
4.22 To do all such things as are incidental to or which the Company may think conducive to the attainment of the above objects or any of them.
If the Company is registered as an exempted company as defined in the ~~Cayman Islands~~ Companies ~~Law~~ Act (as revised), it shall have the power, subject to the provisions of the Companies Act (as revised) ~~Cayman Islands Companies Law~~ and with the approval of a special resolution, to continue as a body incorporated under the laws of any jurisdiction outside of the Cayman Islands and to be de-registered in the Cayman Islands.
The liability of the members of the Company is limited.
The authorised share capital of the Company is HK$20,000,000 consisting of 2,000,000,000 shares of HK$0.01 each with the power for the Company to increase or reduce the said capital and to issue any part of its capital, original or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the condition of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.

– 16 –

APPENDIX II

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

THE COMPANIES LAWA CT ( 2011 RevisionA S REVISED) EXEMPTED COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF BRANDING CHINA GROUP LIMITED 品牌中國

BC Technology Group Limited BC科技集團有限公司

( ~~aA~~ dopted by ~~a Special Resolutionw~~ ay of special resolution passed at the annual general meeting held on [.] ~~10 April 2012~~ )

PRELIMINARY

( ~~aA~~ ) The regulations contained or incorporated in Table ~~‘‘A’’~~ of the Schedule to the Companies ~~Law (20A~~ ct, Chapter 22 (Act 3 of 1961 ~~Revision~~ , as consolidated and revised) shall not apply to th ~~ei~~ s Company. ~~(b) Any~~

Headings and marginal notes ~~, titles or lead in references~~ to ~~Articles,~~ and the index of ~~the Memorandum and,~~ these Articles ~~of Association shalld~~ o not form part of ~~the Memorandum or~~ these Articles ~~of Association~~ and shall not affect their interpretation ~~. In interpreting~~ and, in the interpretation of these Articles ~~of Association,~~ unless there be something in the subject or context inconsistent therewith:

~~‘‘address’’ shall have the ordinary meaning given to it and shall include any facsimile number, electronic number or address or website used for the purposes of any communication pursuant to these Articles;~~

‘‘appointor’’ ~~means~~ shall mean, in relation to an alternate Director, the Director who appointed the alternate to act as his alternate;

‘‘these Articles’’ ~~meanss~~ hall mean these Articles of Association in their present form and all supplementary, amended or substituted ~~aA~~ rticles for the time being in force;

~~‘‘Associates’’ shall have the meaning as defined in the Listing Rules;~~

‘‘Auditors’’ ~~means~~ shall mean the persons ~~appointed by~~ for the ~~Company from timeto time to perform~~ time being performing the duties of ~~auditors of the Company~~ that office;

– 17 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

‘‘the Board’’ ~~means~~ or ‘‘the ~~board of D~~ irectors ~~of’~~ ’ shall mean the ~~Company as constituted~~ Directors from time to time of the Company or (as the context may require) the majority of Directors present and voting at a meeting of the Directors at which a quorum is present;

‘‘call’’ shall include any instalment of a call;

‘‘capital’’ shall mean the share capital from time to time of the Company;

‘‘the Chairman’’ ~~means, except where the context otherwise requires,~~ shall mean the Chairman presiding at any meeting of ~~S~~ shareholders or of the ~~Board~~ Directors;

‘‘clear days’’ shall mean, in relation to the period of a notice that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

‘‘clearing house ~~recognized~~ ’’ shall mean a clearing house recognised by the laws of the jurisdiction in which the ~~Ss~~ hares of the Company are listed or quoted with the permission of the Company on a stock exchange in such jurisdiction including but not limited to HKSCC;

‘‘close associates’’ in relation to any Director, shall have the meaning as ascribed to it in the Listing Rules except that for purposes of Articles 107 where the transaction or arrangement to be approved by the Board is a connected transaction under Chapter 14A of the Listing Rules, it shall have the same meaning as that ascribed to ‘‘associate’’ in the Listing Rules;

‘‘Companies ~~Law’’ means~~ Act’’ shall mean the Companies ~~Law (20A~~ ct, Chapter 22 (Act 3 of 1961 ~~Revision~~ , as consolidated and revised) of the Cayman Islands ~~as amended from time to time and every other act, order regulation or other instrument having statutory effect (as amended from time to time) for the time being in force;~~

‘‘the Company’’ or ‘‘this Company’’ shall mean BC Technology Group Limited BC 科技集團有限公司 incorporated in the Cayman Islands ~~applying to or affecting the Company, the Memorandum of Association and/or the Articles of Association;~~

~~‘‘Companies Ordinance’’ means the Companies Ordinance, Cap. 32 of the Laws of Hong Kong as amended from~~ on 15 March 2011;

‘‘Company’s website’’ shall mean the website of the Company to which any shareholder may have access, the address or domain name of which has been notified to the shareholders at the time ~~to time; ‘‘~~ the Company ~~’’ means the above named company~~ seeks the relevant shareholder’s consent for the purposes of Article 180(A) or, as subsequently amended by notice given to the shareholders in accordance with Article 180;

‘‘ ~~Dd~~ ebenture’’ and ‘‘ ~~Debenture Holder’’ means and includesd~~ ebenture holder’’ shall respectively include ‘‘debenture stock’’ and ‘‘debenture stockholder’’;

– 18 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

‘‘Director’’ ~~means such person or persons as shall be appointed to the Board from time to time; ‘‘Dividend’’ means~~ shall mean a director of the Company and includes an alternate in his capacity as a director of the Company;

‘‘dividend’’ shall include scrip dividends, distributions in specie or in kind, capital distributions and capitalisation issues;

‘‘electronic communication’’ a communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other similar means in any form through any medium;

‘‘electronic meeting’’ shall mean a general meeting held and conducted wholly and exclusively by virtual attendance and participation by shareholders and/or proxies by means of electronic facilities;

‘‘Head Office’’ ~~means~~ shall mean such office of the Company as the ~~BoardD~~ irectors may from time to time determine to be the principal office of the Company;

‘‘HK ~~Stock Exchange’’ means The Stock Exchange of Hong Kong Limited;"HK~~ $’’ ~~or ’’s~~ hall mean Hong Kong dollars ~~‘‘ means Hong Kong dollars, the lawful currency for the time being of Hong Kong;~~

~~‘‘Holding Company’’ has the meaning ascribed to it by Section 2 of the Companies Ordinance;~~ ;

‘‘HKSCC’’ shall mean Hong Kong Securities Clearing Company Limited;

‘‘Hong Kong’’ ~~means thes~~ hall mean The Hong Kong Special Administrative Region of the People’s Republic of China;

‘‘hybrid meeting’’ shall mean a general meeting convened for the (i) physical attendance by shareholders and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by shareholders and/or proxies by means of electronic facilities;

‘‘Listing Rules’’ shall mean the Rules Governing the Listing of Securities on ~~The Growth Enterprise Market of~~ The Stock Exchange of Hong Kong Limited ~~(as amended from time to time)~~ ;

‘‘Meeting Location’’ has the meaning given to it in Article 71A;

‘‘ ~~Month’’ means~~ month’’ shall mean a calendar month;

‘‘Newspapers’’ ~~means at least,~~ in relation to the publication in newspapers of any notice, shall mean in English in one English language daily newspaper and ~~at least~~ (unless unavailable) in Chinese in one Chinese language daily newspaper, in each case published and circulating generally in the Relevant Territory and specified or not excluded for this purpose by the stock exchange in the Relevant Territory;

– 19 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

‘‘ ~~Ordinary Resolution’’ means a resolution as described in Article 1(d) of these Articles; ‘‘Paid’’ means, as it relates to a Share, paid or credited as paid;~~

‘‘Notice’’ shall mean written notice unless otherwise specifically stated and as further defined in these Articles;

‘‘Ordinary Shares’’ shall mean ordinary shares of par value of HK$0.01 each in the share capital of the Company;

‘‘paid’’ or ‘‘paid up’’ in relation to a share, shall mean paid or credited as paid;

‘‘physical meeting’’ shall mean a general meeting held and conducted by physical attendance and participation by shareholders and/or proxies at the Principal Meeting Place and/or where applicable, one or more Meeting Locations;

‘‘Principal Meeting Place’’ shall have the meaning given to it in Article 65;

‘‘the Register’’ ~~means~~ shall mean the principal register and any branch register of ~~S~~ shareholders of the Company to be maintained at such place within or outside the Cayman Islands as the Board ~~shall~~ may determine from time to time;

‘‘Registered Office’’ ~~meanss~~ hall mean the registered office of the Company for the time being ~~as required by the Companies Law;~~

‘‘Registration Office’’ ~~means~~ shall mean in respect of any class of share capital, such place or places in the Relevant Territory or elsewhere where the ~~Board~~ Directors from time to time determine to keep a branch register of ~~Shareholdersm~~ embers of the Company in respect of that class of share capital and where (except in cases where the ~~BoardD~~ irectors otherwise agree ~~s~~ ) transfers of other documents of title for ~~Shares~~ such class of share capital are to be lodged for registration and are to be registered;

‘‘Relevant Period’’ ~~meanss~~ hall mean the period commencing from the date on which any of the securities of the Company ~~first~~ become listed on ~~the HK Stock Exchange~~ a stock exchange in the Relevant Territory with the consent of the Company to and including the date immediately before the day on which none of ~~sucht~~ he securities are so listed (and so that if at any time listing of any such securities is suspended ~~for any reason whatsoever and for any length of time~~ , they shall nevertheless be treated, for the purpose of this definition, as listed);

‘‘Relevant Territory’’ ~~means~~ shall mean Hong Kong or such other territory ~~where any ofa~~ s the ~~securitiesD~~ irectors may from time to time decide if the issued ordinary share capital of the Company is listed on a stock exchange in ~~that~~ such territory;

‘‘Seal’’ ~~means~~ shall mean the common seal of the Company and any one or more facsimile seals from time to time of the Company for use in the Cayman Islands or in any place outside the Cayman Islands;

– 20 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

‘‘Secretary’’ ~~means~~ shall mean the person or corporation for the time being performing the duties of that office ~~of the Company~~ and includes any assistant, deputy, acting or temporary secretary;

‘‘ ~~Securities Seals~~ hare’’ shall mean ~~a seal for use for sealing certificates for shares or other securities issued by the Company which is a facsimile of the Seal of the Company with the addition on its face of the words ‘‘Securities Seal’’; ‘‘Share’’ means a~~ share in the ~~share~~ capital of the Company and includes stock except where a distinction between stock and ~~Ss~~ hares is expressed or implied;

‘‘ ~~Shareholder’’ means~~ shareholder’’ or ‘‘Member’’ shall mean the ~~person who is~~ duly registered ~~in the Register as~~ holder ~~for~~ from time to time of the ~~time being of any Share and includes persons who are jointly so registered;~~

~~‘‘Special Resolution’’ means a resolution as described in Article 1(c) of these Articles~~ shares in the capital of the Company;

‘‘ ~~Subsidiary’’ hass~~ ubsidiary’’ shall have the meanings ascribed to it by ~~Section 2s~~ ection 15 of the Companies Ordinance (Chapter 622 of the laws of Hong Kong) as in force from time to time;

‘‘substantial shareholder’’ shall mean a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the Listing Rules) of the voting power at any general meeting of the Company;

‘‘Statutes’’ shall mean the Companies Act and every other act, order regulation or other instrument having statutory effect (as amended from time to time) in the Cayman Islands applying to or affecting the Company, the Memorandum of Association and/or these Articles;

‘‘Transfer Office’’ ~~means the place where the principal register of Shareholders is located for the time being.s~~ hall mean the place where the principal Register is situate for the time being;

‘‘writing’’ or ‘‘printing’’ shall include writing, printing, lithography, photography, typewriting and every other mode of representing words or figures in a legible and non-transitory form, and including where the representation takes the form of electronic display, provided that the same is available for download onto a user’s computer or for printing through conventional small office equipment or is placed on the Company’s website and, in each case, the shareholder concerned (where the relevant provision of these Articles require the delivery or service of any document or notice on him in his capacity as shareholder) has elected for the receipt of the relevant document or notice through electronic means and both the mode of service of the relevant document or notice and the shareholder’s election comply with all applicable laws and regulations and the requirements of the stock exchange of the Relevant Territory.

– 21 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(B) In these Articles, unless there be something in the subject or context inconsistent herewith:
(i) words denoting the singular ~~number~~ shall include the plural ~~number~~ and ~~vice versaw~~ ords denoting the plural shall include the singular;
(ii) words importing any gender shall include every gender and words importing persons shall include partnerships, firms, companies and corporations;
(iii) subject to the foregoing provisions of this Article, any words or expressions defined in the Companies ~~LawA~~ ct (except any statutory modification thereof not in force when these Articles become binding on the Company) shall bear the same meaning in these Articles, save that ‘‘company’’ shall where the context permits include any company incorporated in the Cayman Islands or elsewhere; and
(iv) references to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force.
( ~~cC~~ ) At all times during the Relevant Period (but not otherwise) a resolution shall be a Special Resolution when it has been passed by a majority of not less than ~~3/4~~ threefourths of the votes cast by such ~~S~~ shareholders as, being entitled so to do, vote in person or by proxy or, in the case ~~s~~ of ~~Shareholders which are corporations~~ a shareholder being a corporation, by ~~their respectivei~~ ts duly authorised ~~representativesr~~ epresentative, at a general meeting of which ~~not less than 21 days’ notice, specifying (without prejudice to the power contained in the Articles to amend the same) the intention to propose the resolution as a Special Resolution,N~~ otice has been duly given ~~. Provided that, except in the case of an annual general meeting if it is so agreed by a majority in number of the Shareholders having a right to attend and vote at any such meeting, being a majority together holding not less than 95 % in nominal value of the Shares giving that right (or, in the case of an annual general meeting, by all Shareholders of the Company having that right), a resolution may be proposed and passed as a Special Resolution at a meeting of which less than 21 days’ notice has been given~~ in accordance with Article 65.
( ~~d~~ D) A resolution shall be an Ordinary Resolution when it has been passed by a simple majority of votes cast by such ~~S~~ shareholders as, being entitled so to do, vote in person or ~~, where proxies are allowed,~~ by proxy or, in the case of ~~any~~ a ~~S~~ shareholder being a corporation, by its duly authorised representative, at a general meeting ~~held in accordance with these Articles and o~~ f which ~~not less than 14 days’ notice~~ Notice has been duly given in accordance with Article 65.

– 22 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~eE~~ ) A resolution in writing signed (in such manner as to indicate, expressly or impliedly, unconditional approval) by or on behalf of ~~all Shareholders~~ the persons for the time being entitled to receive notice of and to attend and vote at general meetings of the Company shall, for the purpose of these Articles, be treated as an Ordinary Resolution duly passed at a general meeting of the Company duly convened and held and, where relevant as a Special Resolution so passed. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last person to sign, and where the resolution states a date as being the date of his signature thereof by any ~~Ss~~ hareholder the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, and signed by one or more relevant ~~Ss~~ hareholders.
( ~~f~~ F) A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles. ~~2. To the extent that the same is permissible under Cayman Islands law~~
(G) References to the right of a Member to speak at an electronic meeting or a hybrid meeting shall include the right to raise questions or make statements to the chairman of the meeting, verbally or in written form, by means of electronic facilities. Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the persons present at the meeting (or only by the chairman of the meeting) in which event the chairman of the meeting shall relay the questions raised or the statements made verbatim to all persons present at the meeting, either orally or in writing using electronic facilities.
(H) A reference to a meeting shall mean a meeting convened and held in any manner permitted by these Articles and any shareholder or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Statutes and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly.
(I) References to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly.

– 23 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(J) References to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise).
(K) Section 8 and Section 19 of the Electronic Transactions Act (2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles.
(L) Where a Member is a corporation, any reference in these Articles to a Member shall, where the context requires, refer to a duly authorised representative of such Member.
Without prejudice to any other requirements of the Statutes and subject to Article 13, a Special Resolution shall be required to alter the ~~M~~ memorandum ~~of o~~ f ~~Aa~~ ssociation of the Company, to approve any amendment of these Articles or to change the name of the Company.

SHARES, WARRANTS AND MODIFICATION OF RIGHTS

Without prejudice to any special rights or restrictions for the time being attaching to any ~~Ss~~ hares or any class of ~~Shares including preference Sharess~~ hares, any ~~S~~ share may be issued upon such terms and conditions and with such preferred, deferred or other ~~qualified or~~ special rights, or such restrictions, whether in regard to ~~D~~ dividend, voting, return of capital or otherwise, as the Company may from time to time by Ordinary Resolution determine (or, in the absence of any such determination or so far as the same may not make specific provision, as the ~~BoardD~~ irectors may determine) and any ~~Sharep~~ reference share may be issued on the terms that it is liable to be redeemed upon the happening of a specified event or upon a given date and either at the option of the Company, or at the option of the holder. ~~No Shares shall be issued to bearer.~~
The ~~Board~~ Directors may issue warrants to subscribe for any class of ~~S~~ shares or ~~other~~ securities of the Company, which warrants may be issued on such terms as the ~~BoardD~~ irectors may from time to time determine. Where warrants are issued to bearer, no certificate thereof shall be issued to replace one that has been lost unless the ~~Board is~~ Directors are satisfied beyond reasonable doubt that the original certificate thereof has been destroyed and the Company has received an indemnity in such form as the ~~BoardD~~ irectors shall think fit with regard to the issue of any such replacement certificate.

– 24 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~a~~ A) If at any time the ~~share~~ capital ~~of the Company i~~ s divided into different classes of ~~S~~ shares, all or any of the special rights attached to any class (unless otherwise provided for by the terms of issue of the ~~Ss~~ hares of that class) may, subject to the provisions of the Companies ~~Law~~ Act, be varied or abrogated either with the consent in writing of the holders of not less than ~~3/4~~ three-fourths in nominal value of the issued ~~S~~ shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the ~~Ss~~ hares of that class. To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum (other than at an adjourned meeting or postponed meeting) shall be not less than two (2) persons holding (or, in the case of a ~~Ss~~ hareholder being a corporation, by its duly authorised representative) or representing by proxy one-third in nominal value of the issued ~~S~~ shares of that class, that the quorum for any meeting adjourned or postponed for want of quorum shall be two (2 ~~Shareholders~~ ) shareholders present in person (or, in the case of ~~the a Ss~~ hareholder being a corporation, by its duly authorised representative) or by proxy (whatever the number of ~~Ss~~ hares held by them) and that any holder of ~~Ss~~ hares of the class present in person (or, in the case of ~~thea S~~ shareholder being a corporation, by its duly authorised representative) or by proxy may demand a poll.
( ~~b~~ B) The provisions of this Article shall apply to the variation or abrogation of the special rights attached to the ~~S~~ shares of any class as if each group of ~~S~~ shares of the class differently treated formed a separate class the rights whereof are to be varied or abrogated.
( ~~cC~~ ) The special rights conferred upon the holders of any ~~S~~ shares or class of ~~S~~ shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such ~~Shares~~ shares, be deemed to be altered by the creation or issue of further ~~S~~ shares ranking pari passu therewith.

INITIAL AND ALTERATIONS OF CAPITAL

The authorised share capital of the Company ~~on~~ at the date ~~of the adoption of~~ on which these Articles ~~is~~ come into effect shall be HK$20,000,000.00 divided into 2,000,000,000 Ordinary Shares of HK$0.01 each.
The Company in general meeting may from time to time, whether or not all the ~~Shares~~ shares for the time being authorised shall have been issued and whether or not all the ~~Ss~~ hares for the time being issued shall have been fully paid up, by Ordinary Resolution increase its share capital by the creation of new ~~S~~ shares, such new capital to be of such amount and to be divided into ~~S~~ shares of such class or classes and of such amounts in Hong Kong dollars or United States dollars or such other currency as the ~~S~~ shareholders may think fit and as the resolution may prescribe.

– 25 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Any new ~~Ss~~ hares shall be issued upon such terms and conditions and with such rights, privileges or restrictions attached thereto as the general meeting resolving upon the creation thereof shall direct, and if no direction be given, subject to the provisions of the ~~Companies Law~~ Statutes and of these Articles, as the ~~Board~~ Directors shall determine; and in particular such ~~Ss~~ hares may be issued with a preferential or qualified right to ~~participate in Dividends~~ dividends and in the distribution of assets of the Company and with a special right or without any right of voting. The Company may, subject to the provisions of the Statutes, issue shares which are, or at the option of the Company or the holders are liable, to be redeemed.
The ~~Board~~ Directors may before the issue of any new ~~S~~ shares, determine that the same, or any of them, shall be offered in the first instance, and either at par or at a premium, to all the existing holders of any class of ~~Ss~~ hares in proportion as nearly as may be to the number of ~~Ss~~ hares of such class held by them respectively, or make any other provisions as to the allotment and issue of such ~~S~~ shares, but in default of any such determination or so far as the same shall not extend, such ~~Ss~~ hares may be dealt with as if they formed part of the capital of the Company existing prior to the issue of the same.
Except so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the creation of new ~~Ss~~ hares shall be treated as if it formed part of the original capital of the Company and such ~~Ss~~ hares shall be subject to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.
( ~~aA~~ ) All unissued ~~S~~ shares and other securities of the Company shall be at the disposal of the ~~BoardD~~ irectors and ~~itt~~ hey may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times, for such consideration and generally on such terms (subject to Article 9) as ~~it~~ they in ~~itst~~ heir absolute discretion think ~~s~~ fit, but so that no ~~Ss~~ hares shall be issued at a discount. The ~~BoardD~~ irectors shall, as regards any offer or allotment of ~~S~~ shares, comply with the provisions of the Companies ~~LawA~~ ct, if and so far as such provisions may be applicable thereto.

– 26 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~b~~ B) Neither the Company nor the ~~BoardD~~ irectors shall be obliged, when making or granting any allotment of, offer of, option over or disposal of ~~S~~ shares or other securities of the Company, to make, or make available, and may resolve not to make, or make available, any such allotment, offer, option or ~~Ss~~ hares or other securities to ~~S~~ shareholders or others with registered addresses in any jurisdiction outside of the Relevant Territory, or in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the ~~Board~~ Directors, be unlawful or impracticable, or the existence or extent of the requirement for such registration statement or special formalities might be expensive (whether in absolute terms or in relation to the rights of the ~~S~~ shareholder(s) who may be affected) or time consuming to determine. The ~~BoardD~~ irectors shall be entitled to make such arrangements to deal with fractional entitlements arising on an offer of any unissued ~~S~~ shares or other securities as ~~it~~ they think ~~s~~ fit, including the aggregation and the sale thereof for the benefit of the Company. Shareholders who may be affected as a result of any of the matters referred to in this paragraph ( ~~b~~ B) shall not be, and shall be deemed not to be, a separate class of ~~Ss~~ hareholders for any purposes whatsoever.
( ~~aA~~ ) The Company may at any time pay commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any ~~Sharess~~ hares in the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any ~~Shares~~ shares in the Company, but so that the conditions and requirements of the Companies ~~Law~~ Act shall be observed and complied with, and in each case the commission shall not exceed ten (10 ~~%)~~ per cent. of the price at which the ~~Ss~~ hares are issued.
( ~~b~~ B) If any ~~Shares~~ shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable within a period of one year, the Company may pay interest on so much of that share capital as is for the time being paid up for the period and, subject to any conditions and restrictions mentioned in the Companies ~~Law~~ Act, may charge the sum so paid by way of interest to capital as part of the cost of construction of the works or buildings, or the provisions of the plant.
The Company may from time to time by Ordinary Resolution:
( ~~ai~~ ) increase its share capital as provided by Article 7;

– 27 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~b~~ ii) consolidate or divide all or any of its share capital into ~~S~~ shares of larger or smaller amount than its existing ~~S~~ shares; and on any consolidation of fully paid ~~Ss~~ hares into ~~S~~ shares of larger amount, the ~~BoardD~~ irectors may settle any difficulty which may arise as it thinks expedient and in particular (but without prejudice to the generality of the foregoing) may as between the holders of ~~Ss~~ hares to be consolidated determine which particular ~~S~~ shares are to be consolidated into a consolidated ~~S~~ share, and if it shall happen that any person shall become entitled to fractions of a consolidated ~~S~~ share or ~~S~~ shares, such fractions may be sold by some person appointed by the ~~BoardD~~ irectors for that purpose and the person so appointed may transfer the ~~S~~ shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated ~~Ss~~ hare or ~~Ss~~ hares rateably in accordance with their rights and interest or may be paid to the Company for the Company’s benefit;
( ~~ci~~ ii) divide its ~~unissued Sharess~~ hares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions;
( ~~d~~ iv)sub-divide its ~~S~~ shares or any of them into ~~Ss~~ hares of smaller amount than is fixed by the Memorandum of Association, subject nevertheless to the provisions of the Companies ~~LawA~~ ct, and so that the resolution whereby any ~~Ss~~ hare is sub-divided may determine that, as between the holders of the ~~S~~ shares resulting from such subdivision, one or more of the ~~S~~ shares may have any such preferred or other special rights over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new ~~S~~ shares;
( ~~e~~ v) cancel any ~~S~~ shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the ~~Ss~~ hares so cancelled;
( ~~f~~ vi) make provision for the issue and allotment of ~~S~~ shares which do not carry any voting rights; and
( ~~g~~ vii) change the currency of denomination of its share capital ~~; and(h)reduce its.~~

The Company may apply the share premium account in any manner ~~authorised, and subject to any conditions prescribed by lawp~~ ermitted by the Statutes. The Company shall at all times comply with the provisions of the Statutes in relation to its share premium account.

The Company may by Special Resolution reduce its share capital or undistributable reserve in any manner authorised, and subject to any conditions prescribed, by law.

– 28 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

PURCHASE OF OWN SECURITIES

(A) ~~(a)~~ Subject to the ~~Companies Law, or any other law or so far as not prohibited by any law and subject to any rights conferred on the holders of any class of Shares, the Company shall have~~ Statutes, the power of the Company to purchase or otherwise acquire ~~all or any of i~~ ts ~~own Shares (which expression as used in this Article includess~~ hares (including its redeemable ~~Shares) provided that the manner and terms of purchase have first been authorised by an Ordinary Resolution of the Shareholders, and to purchase or otherwise acquire~~ shares) and warrants ~~and~~ or other securities for the subscription or purchase of its own ~~Shares, and~~ shares ~~and warrants and other securities for the subscription or purchase of any shares in any company which is its Holding Company and may make payment therefor in any~~ (including redeemable shares) shall be exercisable by the Directors upon such terms and subject to such conditions as they think fit and any determination by the Board of the manner ~~and terms~~ of purchase shall be deemed authorised ~~or not prohibited by law, including out of capital, or to give, directly or indirectly, by means of a loan, a guarantee, an indemnity, the provision of security or otherwise howsoever, financial assistance for the purpose of or in connection with a purchase or other acquisition made or to be made by any person of any Shares or warrants or other securities in the~~ by these Articles for purposes of the Companies Act. The Company ~~or any company which~~ is ~~a Holding Company of the Company and should the Company purchase or otherwise acquire its own Shares or warrants or other securities neither the Company nor the Board shall be required to select the Shares or warrants or other securities to be purchased or otherwise acquired rateably or in any other manner and terms as between the holders of Shares or warrants or other securities of the same class or as between them and the holders~~ hereby authorised to make payments in respect of the purchase of its shares out of ~~Shares~~ capital or ~~warrants or other securities~~ out of any other ~~classa~~ ccount or ~~in accordance with the rights as to Dividends or capital conferred by any class of Shares provided always that any such purchase or other acquisition or financial assistance shall only be made in accordance with the relevant code, rules or regulations issued from time to time by the HK Stock Exchange and/or the Securities and Futures Commission of Hong Kong from time to time in force.(b) (i) Subject to the provisions of the Companies Law and the Memorandum of Association of the Company, and to any special rights conferred on the holders of any Shares or attaching to any class of Shares, Shares may be issued on the terms that they may, at the option of the Company or the holders thereof, be liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.(ii) Where the Company purchases for redemption a redeemable Share, purchases not made through the market or by tender shall be limited to a maximum price, and if purchases are by tender, tenders shall be available to all Shareholders alike.(c) (i) The purchase or redemption of any Share shall not be deemed to give rise to the purchase or redemption of any other Share.(ii) The holder of the Shares being purchased or redeemed shall be bound to deliver up to the Company at the Head Office or such other place as the Board shall specify the certificate(s) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies in respect thereof~~ fund which can be authorised for this purpose in accordance with the Companies Act. The Directors may accept the surrender for no consideration of any fully paid share.

– 29 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(B) Subject to compliance with the Listing Rules and the rules and regulations of any other competent regulatory authority of the Relevant Territory, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.

REGISTER OF SHAREHOLDERS AND SHARE CERTIFICATES

Except as otherwise expressly provided by these Articles or as required by law or as ordered by a court of competent jurisdiction, no person shall be recognised by the Company as holding any ~~Ss~~ hare upon any trust and, except as aforesaid, the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any ~~S~~ share or any interest in any fractional part of a ~~S~~ share or any other right or claim to or in respect of any ~~Ss~~ hares except an absolute right to the entirety thereof of the registered holder.
( ~~aA~~ ) The ~~Board~~ Directors shall cause to be kept the Register and there shall be entered therein the particulars required under the Companies ~~Law~~ Act.
( ~~b~~ B) Subject to the provisions of the Companies ~~Law~~ Act, if the ~~Board~~ Directors consider ~~s~~ it necessary or appropriate, the Company may establish and maintain a ~~principal~~ local or branch register of ~~Ss~~ hareholders at such location as the ~~Board D~~ irectors think ~~s~~ fit and, ~~during~~ while the ~~Relevant Period~~ issued share capital of the Company is, with the consent of the Directors, listed on any stock exchange in Hong Kong, the Company shall keep its principal or a branch ~~register of Shareholders~~ Register in Hong Kong.
( ~~cC~~ ) ~~During the Relevant Period (except when the~~ The Register ~~is closed), any Shareholder may inspect during business hours any Register maintained in Hong Kong without charge and require the provision to him of copies or extracts thereof in all respects as if the Company were incorporated under and were subject to the Companies Ordinance. (d) The Register may be closed at such time~~ and branch register of shareholders, as the case may be, shall be open to inspection for at least two (2) hours during business hours by shareholders without charge or by any other person, upon a maximum payment of HK$2.50 or such lesser sum specified by the Directors, at the Registered Office or such other place at which the principal Register or branch Register of the Company maintained in Hong Kong is kept in accordance with the Companies Act or, if appropriate, upon a maximum payment of HK$1.00 or ~~for~~ such ~~period not exceeding in the whole 30 days in each year as the Board may determine~~ lesser sum specified by the Directors at the Registration Office.

– 30 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~aA~~ ) Every person whose name is entered as a ~~Ss~~ hareholder in the Register shall be entitled without payment to receive within ~~the relevant time limit as prescribed in the Companies Law or as the HK Stock Exchange may from time to time determine, whichever is shorter,~~ ten (10) days after allotment or lodgement of a transfer (or within such other period as the conditions of issue shall provide or is required by the ~~applicable rules of the stock exchange of the Relevant Territory~~ Listing Rules) one certificate for all his ~~S~~ shares, or, if he shall so request, in a case where the allotment or transfer is of a number of ~~Ss~~ hares in excess of the number for the time being forming a stock exchange board lot for the purposes of the stock exchange ~~of the Relevant Territory~~ on which the ~~Ss~~ hares are listed, upon payment ~~of such sum (,~~ in the case of a transfer, of such sum (not exceeding in the case of any share capital listed on a stock exchange in Hong Kong, HK$2.50 or such other sum as may from time to time be allowed or not prohibited under the Listing Rules, and in the case of any other ~~Ss~~ hares, such sum in such currency as the ~~BoardD~~ irectors may from time to time determine to be reasonable in the territory in which the relevant Register is situated, or otherwise such other sum as the Company may by Ordinary Resolution determine) for every certificate after the first as the ~~Board~~ Director may from time to time determine, such number of certificates for ~~S~~ shares in stock exchange board lots or whole multiples thereof as he shall request and one for the balance (if any) of the ~~S~~ shares in question, provided that in respect of a ~~S~~ share or ~~Ss~~ hares held jointly by several persons the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of the joint holders shall be sufficient delivery to all such holders.
( ~~b~~ B) The Company may, in the event of a change in the form of definitive ~~S~~ share certificate adopted by the ~~BoardD~~ irectors, issue new definitive certificates to all holders of ~~S~~ shares appearing on the Register in replacement of old definitive certificates issued to such holders. The ~~BoardD~~ irectors may resolve whether or not to require the return of the old certificates as a condition precedent to the issue of replacement certificates and, as regards any old certificates which have been lost or defaced, to impose such conditions (including as to indemnity) as the ~~BoardD~~ irectors shall see fit. If the ~~Board~~ Directors elect ~~s~~ not to require the return of the old certificates, the same shall be deemed to have been cancelled and of no further effect for all purposes.
Every certificate for ~~S~~ shares, warrants or debentures or representing any other form of securities of the Company shall be issued under the Seal of the Company, which for this purpose may be a duplicate Seal.

– 31 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Every share certificate hereafter issued shall specify the number and class of ~~S~~ shares in respect of which it is issued and the amount paid thereon and may otherwise be in such form as the ~~Board~~ Directors may from time to time prescribe. A share certificate shall relate to only one class of ~~Ss~~ hares, and where the capital of the Company includes ~~Ss~~ hares with different voting rights, the designation of each class of ~~Ss~~ hares, other than those which carry the general right to vote at general meetings, must include the words ‘‘restricted voting’’ or ‘‘limited voting’’ or ~~‘‘non-voting’’ or s~~ ome other appropriate designation which is commensurate with the rights attaching to the relevant class of ~~Ss~~ hares.
( ~~aA~~ ) The Company shall not be bound to register more than four (4) persons as joint holders of any ~~S~~ share.
( ~~b~~ B) If any ~~S~~ share ~~s~~ shall stand in the names of two (2) or more persons, the person first named in the Register shall be deemed ~~to be~~ the sole holder thereof as regards service of notice and, subject to the provisions of these Articles, all or any other matter connected with the Company, except the transfer of the ~~S~~ share.
If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such fee, if any, (not exceeding, in the case of any share capital listed on a stock exchange in Hong Kong, HK$2.50 or such other sum as may from time to time be allowed or not prohibited under the Listing Rules, and, in the case of any other capital, such sum in such currency as the ~~Board~~ Directors may from time to time determine to be reasonable in the territory in which the relevant Register is situated, or such other sum as the Company may by Ordinary Resolution determine) as the ~~BoardD~~ irectors shall from time to time determine and on such terms and conditions, if any, as to publication of notices, evidence and indemnity as the ~~Board~~ Directors think ~~s~~ fit and in the case of wearing out or defacement, after delivery up of the old certificate. In the case of destruction or loss, the person to whom such replacement certificate is given shall also bear and pay to the Company all costs and out-of-pocket expenses incidental to the investigation by the Company of the evidence of such destruction or loss and of such indemnity.

– 32 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

LIEN

The Company shall have a first and paramount lien on every ~~Ss~~ hare (not being a fully paid ~~S~~ share) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of ~~that~~ such ~~S~~ share; and the Company shall also have a first and paramount lien and charge on all ~~Ss~~ hares (other than fully paid ~~-up Shares~~ shares) standing registered in the name of a ~~S~~ shareholder, whether singly or jointly with any other person or persons, for all the debts and liabilities of such ~~S~~ shareholder or his estate to the Company and whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such ~~Ss~~ hareholder, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such ~~S~~ shareholder or his estate and any other person, whether a ~~S~~ shareholder of the Company or not. The Company’s lien (if any) on a ~~S~~ share shall extend to all ~~D~~ dividends and bonuses declared in respect thereof. The ~~BoardD~~ irectors may at any time either generally or in any particular case waive any lien that has arisen, or declare any ~~Ss~~ hare to be exempt wholly or partially from the provisions of this Article.
The Company may sell, in such manner as the ~~Board~~ Directors think ~~s~~ fit, any ~~Ss~~ hares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, nor until the expiration of fourteen (14) days after a notice in writing, stating and demanding payment of the sum presently payable or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of intention to sell in default, shall have been given, in the manner in which notices may be sent to ~~S~~ shareholders of the Company as provided in these Articles, to the registered holder for the time being of the ~~Shares,~~ shares or the person entitled by reason of such holder’s death, bankruptcy or winding-up to the ~~Ss~~ hares.
The net proceeds of such sale after the payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debt or liability or engagement in respect whereof the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the ~~Ss~~ hares prior to the sale) be paid to the person entitled to the ~~Ss~~ hares at the time of the sale. For the purpose of giving effect to any such sale, the ~~Board~~ Directors may authorise some person to transfer the ~~S~~ shares sold to the purchaser thereof and may enter the purchaser’s name in the Register as holder of the ~~Ss~~ hares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the ~~S~~ shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

– 33 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

CALLS ON SHARES

The ~~BoardD~~ irectors may from time to time make such calls as ~~it thinks~~ they may think fit upon the ~~S~~ shareholders in respect of any moneys unpaid on the ~~S~~ shares held by them respectively (whether on account of the nominal value of ~~the Sharess~~ hares or by way of premiums) and not by the conditions of allotment thereof made payable at a fixed time. A call may be made payable either in one sum or by instalments.
~~At least~~ Fourteen (14) days’ notice at least of any call shall be given ~~to the relevant Shareholders~~ specifying the time and place of payment and to whom such call shall be paid.
A copy of the notice referred to in Article 27 shall be sent to ~~relevant Shareholders~~ shareholders in the manner in which notices may be sent to ~~S~~ shareholders by the Company as herein provided.
In addition to the giving of notice in accordance with Article 28, notice of the person appointed to receive payment of every call and of the times and places appointed for payment may be given to the ~~relevant Shareholders~~ shareholders by notice to be inserted at least once in the Newspapers.
Every ~~S~~ shareholder upon whom a call is made shall pay the amount of every call so made on him to the person and at the time or times and place or places as the ~~Board~~ Directors shall appoint.
A call shall be deemed to have been made at the time when the resolution of the ~~BoardD~~ irectors authorising such call was passed.
The joint holders of a ~~S~~ share shall be severally as well as jointly liable for the payment of all calls and instalments due in respect of such ~~Ss~~ hare or other moneys due in respect thereof.
The ~~Board~~ Directors may from time to time at its discretion ~~may~~ extend the time fixed for any call, and may extend such time as regards all or any of the ~~Ss~~ hareholders, whom due to residence outside the Relevant Territory or other cause the ~~Board~~ Directors may deem entitled to any such extension but no ~~S~~ shareholder shall be entitled to any such extension except as a matter of grace and favour.
If the sum payable in respect of any call or instalment is not paid on or before ~~or on t~~ he day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding twenty (20 ~~%~~ ) per cent. per annum as the ~~BoardD~~ irectors shall fix from the day appointed for the payment thereof to the time of the actual payment, but the ~~BoardD~~ irectors may waive payment of such interest wholly or in part.

– 34 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

No ~~Ss~~ hareholder shall be entitled to receive any ~~D~~ dividend or bonus or to be present or vote (save as proxy ~~or authorised representative f~~ or another ~~Ss~~ hareholder) at any general meeting, either personally, or (save as proxy ~~or authorised representative~~ for another ~~Ss~~ hareholder) by proxy, or be reckoned in a quorum, or to exercise any other privilege as a ~~S~~ shareholder until all calls or instalments due from him to the Company, whether alone or jointly or jointly and severally with any other person, together with interest and expenses (if any) shall have been paid.
On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the ~~Shareholder~~ shareholder sued is entered in the Register as the holder, or one of the holders, of the ~~Ss~~ hares in respect of which such debt accrue ~~s~~ d; that the resolution of the ~~Board~~ Directors making the call has been duly recorded in the minute book of the ~~Board~~ Directors; and that notice of such call was duly given to the ~~S~~ shareholder sued, in pursuance of these Articles ~~,~~ ; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.
( ~~aA~~ ) Any sum which by the terms of allotment of a ~~S~~ share is made payable upon allotment or at any fixed date, whether on account of the nominal value of the ~~Ss~~ hare and/or by way of premium, shall for all purposes of these Articles be deemed to be a call duly made and notified and payable on the date fixed for payment, and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture and the like, shall apply as if such sums had become payable by virtue of a call duly made and notified.
( ~~b~~ B) The ~~Board~~ Directors may on the issue of ~~S~~ shares differentiate between the allottees or holders as to the amount of calls to be paid and the time of payment.
The ~~Board~~ Directors may, if ~~it~~ they think ~~s~~ fit, receive from any ~~Ss~~ hareholder willing to advance the same, and either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any ~~S~~ shares held by him, and in respect of all or any of the moneys so advanced the Company may pay interest at such rate (if any) not exceeding twenty (20 ~~%~~ ) per cent. per annum ~~,~~ as the ~~Board~~ Directors may decide but a payment in advance of a call shall not entitle the ~~Ss~~ hareholder to receive any ~~Dd~~ ividend or to exercise any other rights or privileges as a ~~Ss~~ hareholder in respect of the ~~Ss~~ hare or the due portion of the ~~S~~ shares upon which payment has been advanced by such ~~Ss~~ hareholder before it is called up. The ~~BoardD~~ irectors may at any time repay the amount so advanced upon giving to such ~~S~~ shareholder not less than one ~~M~~ month’s notice in writing of its intention ~~on~~ in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the ~~Ss~~ hares in respect of which it was advanced.

– 35 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

TRANSFER OF SHARES

Subject to the Companies ~~LawA~~ ct, all transfers of ~~S~~ 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(~~ during the Relevant Period) in such ~~a~~ standard form prescribed by the ~~HK Stock Exchanges~~ tock exchange in the Relevant Territory or in such other form as the Directors may accept and may be under hand only or, if the transferor or transferee is a ~~Clearing House (~~ clearing house or its nominee(s) ~~)~~ , ~~under~~ by hand or by machine imprinted signature or by such other means of execution as the ~~Board~~ Directors may approve from time to time.
The instrument of transfer of any ~~S~~ share shall be executed by or on behalf of the transferor and ~~by or on behalf of~~ the transferee provided that the ~~BoardD~~ irectors may dispense with the execution of the instrument of transfer by the transferor or the transferee or accept mechanically executed transfers in any case in which ~~itt~~ hey in ~~its~~ their absolute discretion think ~~s~~ fit to do so. The transferor shall be deemed to remain the holder of the ~~Ss~~ hare until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the ~~Board~~ Directors from recognising a renunciation of the allotment or provisional allotment of any ~~S~~ share by the allottee in favour of some other person.
( ~~aA~~ ) The ~~Board~~ Directors may, in ~~its~~ their absolute discretion, at any time and from time to time ~~, remove~~ transfer any ~~S~~ share on the principal Register to any branch Register or any ~~S~~ share on any branch Register to the principal Register or any other branch Register.
( ~~b~~ B) Unless the ~~Board~~ Directors otherwise agree ~~s~~ (which agreement may be on such terms and subject to such conditions as the ~~Board~~ Directors in ~~itst~~ heir absolute discretion may from time to time stipulate, and which agreement ~~it~~ they shall, without giving any reason therefor ~~e,~~ be entitled in ~~itst~~ heir absolute discretion to give or withhold) no ~~S~~ shares on the principal Register shall be ~~removed~~ transferred to any branch Register nor shall ~~Ss~~ hares on any branch Register be ~~removed~~ transferred to the principal Register or any other branch Register and all ~~removals~~ transfers and other documents of title ~~relating to or affecting the title to any share or other securities of the Company~~ shall be lodged for registration, and ~~be r~~ egistered, in the case of any ~~S~~ shares on a branch Register, at the relevant Registration Office, and, in the case of any ~~Ss~~ hares on the principal Register, at the Transfer Office. Unless the Directors otherwise agree, all transfers and other documents of title shall be lodged for registration with, and registered at, the relevant Registration Office.

– 36 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~cC~~ ) Notwithstanding anything contained in th ~~ei~~ s ~~e~~ Article ~~s,~~ the Company shall as soon as practicable and on a regular basis record in the principal Register all ~~removalst~~ ransfers of ~~S~~ 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. 42.Fully paid Shares shall be free from any restriction with respect to the right of the holder thereof to transfer such Shares (except when permitted by the HK Stock Exchange) andA~~ ct.
(D) Notwithstanding the provisions of Articles 39 and 40 above, at all times during the Relevant Period, title to such listed shares may be evidenced and transferred in accordance with the laws applicable to and the Listing Rules that are or shall be applicable to such listed shares. The register of members of the Company in respect of its listed shares (whether the Register or a branch Register) may be kept by recording the particulars required by Section 40 of the Companies Act in a form otherwise than legible if such recording otherwise complies with the laws applicable to and the Listing Rules that are or shall ~~also~~ be ~~free from all liens~~ applicable to such listed shares.
The ~~Board however,D~~ irectors may, in ~~itst~~ heir absolute discretion, refuse to register a transfer of any ~~Share which is s~~ hare (not being a fully paid up share) to a person of whom ~~it does~~ they do not approve or any ~~S~~ share issued under any share option scheme for employees upon which a restriction on transfer imposed thereby still subsists, and ~~it~~ they may also refuse to register a transfer of any ~~Ss~~ hare (whether fully paid up or not) to more than four (4) joint holders or a transfer of any ~~S~~ shares (not being a fully paid up ~~S~~ share) on which the Company has a lien.
The ~~Board~~ Directors may also decline to recognise any instrument of transfer unless:
( ~~a~~ i) ~~a fee of~~ such ~~maximum as the HK Stock Exchanges~~ um, if any, (not exceeding, in the case of any share capital listed on a stock exchange in Hong Kong, HK$2.50 or such other sum as may from time to time ~~determine to~~ be ~~payable (~~ allowed or ~~such lesser sum~~ not prohibited under the Listing Rules, and, in the case of any other capital, such sum in such currency as the ~~BoardD~~ irectors may from time to time ~~require)~~ determine to be reasonable in the territory in which the relevant Register is situate, or such other sum as the Company may by Ordinary Resolution determine) as the Directors shall from time to time determine has been paid ~~to the Company~~ ;
( ~~b~~ ii) the instrument of transfer is lodged at the relevant Registration Office or, as the case may be, the Transfer Office accompanied by the certificate of the ~~S~~ shares to which it relates, and such other evidence as the ~~Board~~ Directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); ~~(c~~
(iii) the instrument of transfer is in respect of only one class of ~~S~~ share;

– 37 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~d~~ iv)the ~~S~~ shares concerned are free of any lien in favour of the Company; and

( ~~ev~~ ) if applicable, the instrument of transfer is properly stamped.

The ~~Board~~ Directors may refuse to ~~Rr~~ egister a transfer of any ~~Ss~~ hare to an infant or to a person of unsound mind or under other legal disability.
If the ~~BoardD~~ irectors shall refuse to register a transfer of any ~~Ss~~ hare, ~~itt~~ hey shall, within two (2) 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 ~~Ss~~ hare is not a fully paid ~~S~~ share, the reason(s) for such refusal.
Upon every transfer of ~~Shares,s~~ hares the certificate ~~in respect thereof~~ held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the ~~S~~ shares transferred to him as provided in Article 18, and if any of the ~~Ss~~ hares included in the certificate so given up shall be retained by the transferor a new certificate in respect thereof shall be issued to him as provided in Article 18. The Company shall retain the instrument of transfer.
The registration of transfers may be suspended ~~when~~ and the Register ~~is~~ closed ~~in accordance with Article 17(d),~~ on giving notice by advertisement in the Newspapers or by any electronic means in such manner as may be accepted by the stock exchange in the Relevant Territory, at such times and for such periods as the Directors may from time to time determine and either generally or in respect of any class of shares, provided that the Register shall not be closed for periods exceeding in the whole thirty (30) days in any year.

TRANSMISSION OF SHARES

In the case of the death of a ~~S~~ shareholder, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the ~~Ss~~ hares; but nothing herein contained shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any ~~Ss~~ hare solely or jointly held by him.
Any person becoming entitled to a ~~Ss~~ hare in consequence of the death or bankruptcy or winding-up of a ~~S~~ shareholder may, upon such evidence as to his title being produced as may from time to time be required by the ~~BoardD~~ irectors, and subject as hereinafter provided, elect either to be registered himself as holder of the ~~Ss~~ hare or to have some person nominated by him registered as the transferee thereof.

– 38 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

If the person becoming entitled to a ~~S~~ share pursuant to Article 49 shall elect to be registered himself as the holder of such ~~S~~ share, he shall deliver or send to the Company a notice in writing signed by him, at (unless the ~~Board~~ Directors otherwise agrees) the Registration Office, stating that he so elects. If he shall elect to have his nominee registered, he shall testify his election by executing a transfer of such ~~Ss~~ hare to his nominee. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of ~~S~~ shares shall be applicable to any such notice or transfer as aforesaid as if the death, bankruptcy or winding-up of the ~~Ss~~ hareholder had not occurred and the notice or transfer were a transfer executed by such ~~Ss~~ hareholder.
A person becoming entitled to a ~~Ss~~ hare by reason of the death, bankruptcy or winding-up of the holder shall be entitled to the same ~~D~~ dividends and other advantages to which he would be entitled if he were the registered holder of the ~~S~~ share. However, the ~~Board~~ Directors may, if ~~it~~ they think ~~s~~ fit, withhold the payment of any ~~D~~ dividend payable or other advantages in respect of such ~~Ss~~ hare until such person shall become the registered holder of the ~~S~~ share or shall have effectually transferred such ~~S~~ share, but, subject to the requirements of Article 80 being met, such a person may vote at general meetings of the Company.

FORFEITURE OF SHARES

If a ~~S~~ shareholder fails to pay any call or instalment of a call on the day appointed for payment thereof, the ~~Board~~ Directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, without prejudice to the provisions of Article 34, serve notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment.
The notice shall name a further day (not earlier than the expiration of fourteen (14) days from the date of the notice) on or before which the payment required by the notice is to be made, and it shall also name the place where payment is to be made such place being the Registered Office or a Registration Office or another place within the Relevant Territory. The notice shall also state that, in the event of non-payment at or before the time appointed, the ~~Ss~~ hares in respect of which the call was made will be liable to be forfeited.
If the requirements of any such notice as aforesaid are not complied with, any ~~S~~ share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the ~~Board~~ Directors to that effect. Such forfeiture shall include all ~~D~~ dividends and bonuses declared in respect of the forfeited ~~Ss~~ hare and not actually paid before the forfeiture. The ~~Board~~ Directors may accept the surrender of any ~~S~~ share liable to be forfeited hereunder and in such cases references in these Articles to forfeiture shall include surrender.

– 39 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Any ~~Ss~~ hare so forfeited shall be deemed to be the property of the Company, and may be re-allotted, sold or otherwise disposed of on such terms and in such manner as the ~~BoardD~~ irectors think ~~s~~ fit and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the ~~Board~~ Directors think ~~s~~ fit.
A person whose ~~Ss~~ hares have been forfeited shall cease to be a ~~S~~ shareholder in respect of the forfeited ~~Ss~~ hares, but shall, ~~nevertheless~~ notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the forfeited ~~S~~ shares, together with (if the ~~Board~~ Directors shall in ~~its~~ their discretion so require) interest thereon from the date of forfeiture until the date of actual payment (including the payment of such interest) at such rate not exceeding twenty (20 ~~%~~ ) per cent. per annum as the ~~BoardD~~ irectors may prescribe, and the ~~Board~~ Directors may enforce the payment thereof if ~~itt~~ hey think ~~s~~ fit, and without any deduction or allowance for the value of the ~~Ss~~ hares at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the ~~S~~ shares. For the purposes of this Article any sum which by the terms of issue of a ~~Ss~~ hare, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the ~~S~~ share or by way of premium, shall notwithstanding that such time has not yet arrived be deemed to be payable on the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.
A certificate in writing that the declarant is a Director or the Secretary, and that a ~~Share~~ share in the Company has been duly forfeited or surrendered on a date stated in the certificate, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the ~~Ss~~ hare. The Company may receive the consideration, if any, given for the ~~S~~ share on any re-allotment, sale or disposition thereof and may execute a transfer of the ~~S~~ share in favour of the person to whom the ~~Ss~~ hare is re-allotted, sold or disposed of and such person shall thereupon be registered as the holder of the ~~Ss~~ hare, and shall not be bound to see to the application of the subscription or purchase money, ~~(i~~ f any ~~),~~ nor shall his title to the ~~Ss~~ hare be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, re-allotment, sale or disposal of ~~such Share~~ the share.
When any ~~S~~ share shall have been forfeited, notice of the forfeiture shall be given to the ~~Ss~~ hareholder in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.

– 40 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Notwithstanding any such forfeiture as aforesaid the ~~BoardD~~ irectors may at any time, before any ~~S~~ shares so forfeited shall have been sold, re-allotted ~~, sold~~ or otherwise disposed of, cancel the forfeiture on such terms as ~~it thinks~~ the Directors think fit or permit the ~~S~~ shares so forfeited to be bought back or redeemed upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the ~~S~~ shares, and upon such further terms (if any) as ~~it~~ they think ~~s~~ fit.
The forfeiture of a ~~Ss~~ hare shall not prejudice the right of the Company to any call already made or any instalment payment thereon.
( ~~aA~~ ) The provisions of these Articles as to forfeiture shall apply in the case of nonpayment of any sum which, by terms of issue of a ~~Ss~~ hare, becomes payable at a fixed time, whether on account of the nominal value of the ~~S~~ share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. ~~(b)~~
(B) In the event of a forfeiture of ~~S~~ shares the ~~Ss~~ hareholder shall be bound to deliver and shall forthwith deliver to the Company the certificate or certificates held by him for the ~~Ss~~ hares so forfeited and in any event the certificates representing ~~Ss~~ hares so forfeited shall be void and of no further effect.

GENERAL MEETINGS

At all times during the Relevant Period ~~other than the year of the Company’s adoption of these Articles,~~ (but not otherwise) the Company shall in each financial year hold a general meeting as its annual general meeting in addition to any other meeting in that financial year and shall specify the meeting as such in the notice calling it; and ~~not more than 15 Months~~ such annual general meeting must be held within six (6) months after the end of the Company’s financial year (or such longer period as may be ~~authorisedp~~ ermitted by the ~~HK Stock Exchange) shall elapse between the date of one annual general meeting of the Company and that of the next. The annual general meeting shall be held in the Relevant Territory or elsewhere as may be determined by the Board and at such time and place as the Board shall appoint. A meeting of the Shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence at such meetings~~ rules of the stock exchange on which any securities of the Company are listed with the permission of the Company).
All general meetings other than annual general meetings shall be called extraordinary general meetings. All general meetings (including an annual general meeting, any adjourned meeting or postponed meeting) may be held as a physical meeting in the Relevant Territory or in any part of the world and at one or more locations as provided in Article 71A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board in its absolute discretion.

– 41 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

The ~~Board~~ Directors may, whenever ~~it~~ they think ~~s~~ fit, convene an extraordinary general meeting. Extraordinary general meetings shall also be convened on the requisition of one or more ~~S~~ shareholders holding, at the date of deposit of the requisition, not less than one tenth of the paid up capital of the Company having the right of voting at general meetings. Such requisition shall be made in writing to the ~~BoardD~~ irectors or the Secretary for the purpose of requiring an extraordinary general meeting to be called by the ~~BoardD~~ irectors for the transaction of any business or resolution specified in such requisition. Such meeting shall be held within two (2 ~~Months)~~ months after the deposit of such requisition. If within twenty-one (21) days of such deposit ~~,~~ the ~~BoardD~~ irectors fail ~~s~~ to proceed to convene such meeting, the requisitionist(s) himself (themselves) may ~~do so in the same manner~~ convene a physical meeting at only one location which will be the Principal Meeting Place, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the ~~BoardD~~ irectors shall be reimbursed to the requisitionist(s) by the Company.
An annual general meeting ~~and an extraordinary general meetingcalled for the passing of a Special Resolution shall~~ must be called by ~~at least~~ Notice of not less than twenty-one (21) clear days ~~’ notice in writing, and a meeting of the Company~~ . All other ~~than an annual~~ general ~~meeting or~~ meetings (including an extraordinary general meeting ~~for the passing of a Special Resolution shall)~~ must be called by ~~at least N~~ otice of not less than fourteen (14) clear days ~~’ notice in writing.~~ The ~~notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and~~ Notice shall specify ~~the place,~~ (a) the day ~~,~~ and the hour ~~and~~ of meeting, (b) save for an electronic meeting, the ~~agenda~~ place of the meeting and if there is more than one meeting location as determined by the Board pursuant to Article 71A the principal place of the meeting (the ‘‘Principal Meeting Place’’), (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the Notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) particulars of ~~the~~ resolutions to be considered at th ~~at~~ e meeting and, in case of special business ~~(as defined in Article 67),~~ the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Company, provided that a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed: ~~(a~~
(i) in the case of a meeting called as the annual general meeting, by all the ~~S~~ shareholders entitled to attend and vote thereat; and ~~(b)~~
(ii) in the case of any other meeting, by a majority in number of the ~~S~~ shareholders having a right to attend and vote at the meeting, being a majority together ~~holdingr~~ epresenting not less than ~~95% in nominal value ofthe Shares giving that right~~ ninety-five (95) per cent. of the total voting rights at the meeting of all the Members.

– 42 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~aA~~ ) The accidental omission to give any notice to, or the non-receipt of any notice by, any person entitled to receive notice shall not invalidate any resolution passed or any proceedings at any such meeting. ~~(b)~~
(B) In the case where forms of proxy or notice of appointment of corporate representative are ~~to be~~ sent out with any notice, the accidental omission to send such forms of proxy or notice of appointment of corporate representative to, or the non-receipt of such forms by, any person entitled to receive notice of the relevant meeting shall not invalidate any resolution passed or any proceeding at any such meeting.

PROCEEDINGS AT GENERAL MEETINGS

( ~~a~~ A) All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business ~~shall be deemed special~~ that is transacted at an annual general meeting with the exception of ~~the following, which shall be deemed ordinary business:(i) the declaration and~~ sanctioning ~~of Dividends; (ii) the consideration~~ dividends, the reading, considering and adopti ~~o~~ ng of the accounts and balance sheet ~~s~~ and the reports of the Directors and Auditors and other documents required to be annexed to the balance ~~sheets; (iii) s~~ heet, the election of Directors and appointment of Auditors and other officers in the place of those retiring ~~; (iv)~~ , the ~~appointment of Auditors; (v) the~~ fixing of ~~, or the determining of the method of fixing of the remuneration of the Directors and of the Auditors; (vi) the granting of any mandate or authority to the Board to offer, allot, grant options over, or otherwise dispose of the unissued Shares representing not more than 20% (or such other percentage as may from time to time be specified in the Listing Rules) in nominal value of its then existing issued share capital and the number of any securities repurchased pursuant to paragraph (vii) of this Article; and (vii) the granting of any mandate or authority to the Board to repurchase securities of the Company~~ the remuneration of the Auditors, and the voting of or delegation of power to the Directors to fix the ordinary or extra or special remuneration to the Directors.
(B) During the Relevant Period (but not otherwise), neither the Memorandum of Association nor these Articles may be altered except by a Special Resolution.
For all purposes the quorum for a general meeting shall be two (2 ~~Shareholders~~ ) shareholders present in person (or, in the case of a ~~Ss~~ hareholder being a corporation, by its duly authorised representative) or by proxy or, for quorum purposes only, two (2) persons appointed by the clearing house as authorised representative or proxy, and entitled to vote. No business shall be transacted at any general meeting unless the requisite quorum shall be present at the ~~time when the meeting proceeds to business andcontinues to be present until the conclusion~~ commencement of the meeting.

– 43 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

If within ~~15~~ fifteen minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of ~~S~~ shareholders, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and place as shall be decided by the ~~Board D~~ irectors, and if at such adjourned meeting a quorum is not present within ~~15~~ fifteen minutes from the time appointed for holding the meeting, the ~~Shareholder or the Shareholders s~~ hareholder or his representative or proxy present (if the Company has only one shareholder), or the shareholders present in person (or, in the case of a ~~Ss~~ hareholder being a corporation, by its duly authorised representative) or by proxy and entitled to vote shall be a quorum and may transact the business for which the meeting was called.
(A) The Chairman ~~(if any) o~~ f the Board or if ~~he t~~ here is ~~absent or declines to take the chair at such meeting, the Vice Chairman (if any) shall take the chair at every general meeting, or, if there be no such Chairman or Vice Chairman, or, if at any general meeting neither of such Chairman or Vice Chairman m~~ ore than one Chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by all the Directors present shall preside as chairman at a general meeting. If at any meeting no chairman is present within fifteen (15) minutes after the time appointed for holding ~~such~~ the meeting, or ~~both such persons decline to takethe chair at such i~~ s willing to act as chairman, the Deputy Chairman or Vice Chairman or if there is more than one Deputy Chairman or Vice Chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by all the Directors present shall preside as chairman. If no Chairman or Deputy Chairman or Vice Chairman is present or is willing to act as chairman of the meeting, the Directors present shall choose one of their number ~~as Chairman of the meeting t~~ o act, ~~and~~ or if ~~no~~ one Director ~~be o~~ nly is present he shall preside as chairman if willing to act. If no Director is present, or if ~~all~~ each of the Directors present declines to take the chair, or if the ~~Cc~~ hairman chosen shall retire from the chair, ~~then~~ the ~~Shareholders~~ Members present in person or by proxy and entitled to vote shall ~~choosee~~ lect one of their number to be ~~Cc~~ hairman of the meeting. ~~71. The~~
(B) If the chairman of a general meeting is participating in the general meeting using an electronic facility or facilities and becomes unable to participate in the general meeting using such electronic facility or facilities, another person (determined in accordance with Article 70(A) above) shall preside as chairman of the meeting unless and until the original chairman of the meeting is able to participate in the general meeting using the electronic facility or facilities.

– 44 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Subject to Article 71C, the Chairman of the meeting may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and/or from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting) as the meeting shall determine. Whenever a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice, specifying the ~~place, the day and the hour of the adjourned meeting shall be given in the same manner as in the case of an original meeting~~ details set out in Article 65 but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no notice of an adjournment or of the business to be transacted at any adjourned meeting needs to be given nor shall any ~~S~~ shareholder be entitled to any such notice. No business shall be transacted at an adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place. ~~72.At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded or otherwise required under the Listing Rules. A poll may be demanded by:(a) the Chairman of the meeting; or(b) at least 2 Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or(c) any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or(d) any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right.73.Unless a poll be so required or demanded as aforesaid and, in the latter case, not withdrawn.~~
71A.(1) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (‘‘Meeting Location(s)’’) determined by the Board at its absolute discretion. Any shareholder or any proxy attending and participating in such way or any shareholder or proxy attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.
(2) All general meetings are subject to the following and, where appropriate, all references to a ‘‘shareholder’’ or ‘‘shareholders’’ in this sub-paragraph (2) shall include a proxy or proxies respectively:
- (a) where a shareholder is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;

– 45 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(b) shareholders present in person or by proxy at a Meeting Location and/or shareholders attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that shareholders at all Meeting Locations and Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;
(c) where shareholders attend a meeting by being present at one of the Meeting Locations and/or where shareholders participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more shareholders or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting.
(d) if any of the Meeting Locations is not in the same jurisdiction as the Principal Meeting Place and/or in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of Notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place; and in the case of an electronic meeting, the time for lodging proxies shall be as stated in the Notice for the meeting.
71B. The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a shareholder who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any shareholder so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.

– 46 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

71C. If it appears to the chairman of the general meeting that:

(a) the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Article 71A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the Notice of the meeting;
(b) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate;
(c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or
(d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;

then, without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

71D.The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Shareholders shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.

– 47 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

71E. If, after the sending of Notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the shareholders. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every Notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:
(a) when a meeting is so postponed, the Company shall endeavour to post a Notice of such postponement on the Company’s website as soon as practicable (provided that failure to post such a Notice shall not affect the automatic postponement of a meeting);
(b) when only the form of the meeting or electronic facilities specified in the Notice are changed, the Board shall notify the shareholders of details of such change in such manner as the Board may determine;
(c) when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice to Article 71, unless already specified in the original Notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the shareholders of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Articles not less than forty-eight (48) hours before the time of the postponed meeting; and
(d) Notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original Notice of general meeting circulated to the shareholders.
71F. All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 71C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.

– 48 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

71G.Without prejudice to other provisions in Article 71, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.
Intentionally Deleted
Intentionally Deleted
Intentionally Deleted
Intentionally Deleted
In the case of an equality of votes, ~~whether on a show of hands or on a poll,t~~ he Chairman of the meeting ~~at which the show of hands takes place (where no poll is demanded) or at which the poll is required or demanded,~~ shall be entitled to a second or casting vote. In case of any dispute as to the admission or rejection of any vote ~~,~~ the Chairman shall determine the same, and such determination shall be final and conclusive.
~~The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.~~ Intentionally Deleted
If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the Chairman, the proceedings shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special Resolution no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

– 49 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

VOTES OF SHAREHOLDERS

(A) Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of ~~S~~ shares, at any general meeting on a ~~show of hands every Shareholder who is present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall (save as provided otherwise in this Article) have one (1) vote, and on a~~ poll every ~~S~~ shareholder present in person (or, in the case of a ~~S~~ shareholder being a corporation, by its duly authorised representative) or by proxy, shall have one vote for every ~~S~~ share of which he is the holder which is fully paid or credited as fully paid (but so that no amount paid or credited as paid on a ~~S~~ share in advance of calls or instalments shall be treated for the purposes of this Article as paid on the ~~Ss~~ hare). On a poll a ~~S~~ shareholder entitled to more than one vote need not use all his votes or cast all his votes in the same way. ~~Notwithstanding anything contained in these Articles,A~~ resolutions put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may, in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands, in which case every Member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a ~~Shareholder~~ Member which is a ~~Cc~~ learing ~~H~~ house (or its nominee(s)), each such proxy shall have one vote on a show of hands. ~~79~~ For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine.
(B) In the case of a physical meeting where a show of hands is allowed, before or on the declaration of the result of the show of hands a poll may be demanded:
- (i) by at least three (3) shareholders present in person or in the case of a shareholder being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or
- (ii) by a shareholder or shareholders present in person or in the case of a shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting; or

– 50 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(iii) by a shareholder or shareholders present in person or in the case of a shareholder being a corporation, by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one- tenth of the total sum paid up on all shares conferring that right.

A demand by a person as proxy for a shareholder or in the case of a shareholder being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the shareholder.

(C) Where ~~the Company has knowledge that any Shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Shareholder in contravention of such requirement or restriction shall not be counted~~ a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution. The result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the Listing Rules.
Any person entitled under Article 51 to be registered as the holder of any ~~Ss~~ hares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such ~~Ss~~ hares, provided that at least forty-eight (48) hours before the time of the holding of the meeting or adjourned meeting or postponed meeting (as the case may be) at which he proposes to vote, he shall satisfy the ~~BoardD~~ irectors of his right to be registered as the holder of such ~~Ss~~ hares or the ~~BoardD~~ irectors shall have previously admitted his right to vote at such meeting in respect thereof.
Where there are joint registered holders of any ~~Ss~~ hare, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such ~~S~~ share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register in respect of such ~~S~~ share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased ~~S~~ shareholder, and several trustees in bankruptcy or liquidators of a ~~S~~ shareholder in whose name any ~~S~~ share stands shall for the purposes of this Article be deemed joint holders thereof.

– 51 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

A ~~Ss~~ hareholder of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy may vote ~~, whether on a show of hands or on a poll,~~ by his committee ~~or~~ , receiver, curator bonis or other person in the nature of a committee ~~or~~ , receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may vote ~~on a pollb~~ y proxy. Evidence to the satisfaction of the ~~Board~~ Directors of the authority of the person claiming to exercise the right to vote shall be delivered to such place or one of such places (if any) as is specified in accordance with these Articles for the deposit of instruments of proxy or, if no place is specified, at the Registration Office, not later than the latest time at which an instrument of proxy must, if it is to be valid for the meeting, be delivered.
Save as expressly provided in these Articles ~~or otherwise determined by the Board~~ , no person other than a ~~S~~ shareholder duly registered and who shall have paid everything for the time being due from him payable to the Company in respect of his ~~S~~ shares shall be entitled to be present or to vote (save as proxy ~~or authorised representative~~ for another ~~Ss~~ hareholder) whether personally, by proxy or by attorney or to be reckoned in the quorum, at any general meeting.
~~No(~~ A) Subject to paragraph (B) of this Article 84, no objection shall be raised to the qualification of any person exercising or purporting to exercise a vote or the admissibility of any vote except at the meeting or adjourned meeting or postponed meeting, at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman, whose decision shall be final and conclusive.
(B) All shareholders have the right to (a) speak at a general meeting; and (b) vote at a general meeting except where a shareholder is required, by the Listing Rules, to abstain from voting to approve the matter under consideration.
(C) At all times during the Relevant Period (but not otherwise), where any shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such shareholder (whether by way of proxy or, as the case may be, its duly authorised representative) in contravention of such requirement or restriction shall not be counted.

– 52 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Any ~~Ss~~ hareholder entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A ~~Ss~~ hareholder who is the holder of two (2) or more ~~S~~ shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a ~~Ss~~ hareholder of the Company. On a poll or a show of hands votes may be given either personally (or, in the case of a ~~S~~ shareholder being a corporation, by its duly authorised representative) or by proxy. A proxy shall be entitled to exercise the same powers on behalf of a ~~S~~ shareholder who is an individual and for whom he acts as proxy as such ~~S~~ shareholder could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of a ~~Ss~~ hareholder which is a corporation and for which he acts as proxy as such ~~S~~ shareholder could exercise if it were an individual ~~S~~ shareholder.
No appointment of a proxy shall be valid unless it names the person appointed and his appointor. The ~~Board~~ Directors may, unless ~~it ist~~ hey are satisfied that the person purporting to act as proxy is the person named in the relevant instrument for his appointment and the validity and authenticity of the signature of his appointor, decline such person’s admission to the relevant meeting, reject his vote or demand for a poll and no ~~S~~ shareholder who may be affected by any exercise by the ~~Board~~ Directors of ~~its~~ their power in this connection shall have any claim against the Directors or any of them nor may any such exercise by the ~~BoardD~~ irectors of ~~itst~~ heir powers invalidate the proceedings of the meeting in respect of which they were exercised or any resolution passed or defeated at such meeting.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

– 53 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(A) The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address provided in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information.
(B) The instrument appointing a proxy and ~~,~~ (if requ ~~esti~~ red by the Board ~~,)~~ the power of attorney or other authority (if any) under which it is signed, or a ~~notarially~~ certified copy of ~~that~~ such power or authority, shall be de ~~pos~~ li ~~t~~ vered ~~at~~ to such place or one of such places (if any) as ~~is~~ may be specified ~~in the notice of meeting or in the instrument of proxy issued by the Companyf~~ or that purpose in or by way of note to or in any document accompanying the Notice convening the meeting (or, if no place is so specified, at the Registration Office), or if the Company has provided an electronic address in accordance with the preceding paragraph, shall be received at the electronic address specified, not less than forty eight (48) hours before the time appointed for holding the meeting or adjourned meeting or ~~poll (as the case may be)~~ postponed meeting at which the person named in ~~such~~ the instrument proposes to vote ~~, and in default the instrument of proxy shall not be treated as valid.~~ No instrument appointing a proxy shall be valid after the expiration of twelve (12 ~~Months~~ ) months from the date named in it as the date of its execution, except at an adjourned meeting or ~~on a poll demanded at a meeting or an adjournedp~~ ostponed meeting in ~~a case~~ cases where the meeting was originally held within twelve (12 ~~Months~~ ) months from such date. Delivery of an instrument appointing a proxy shall not preclude a ~~Ss~~ hareholder from attending and voting ~~in person (or in the case of a Shareholder being a corporation, its duly authorised representative)~~ at the meeting ~~or upon the poll concerned~~ convened and ~~,~~ in such event, the instrument appointing a proxy shall be deemed to be revoked.

– 54 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Every instrument of proxy, whether for a specified meeting or otherwise, shall be in such form as the ~~Board~~ Directors may from time to time approve, provided that ~~it shall not preclude the use of the two-way form. Any~~ any form issued to a ~~S~~ shareholder for use by him for appointing a proxy to attend and vote at an extraordinary general meeting or at an annual general meeting at which any business is to be transacted shall be such as to enable the ~~S~~ shareholder, according to his intentions, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise his discretion in respect of) each resolution dealing with any such business.
The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority upon the proxy to demand or join in demanding a poll and to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks fit; and (ii) unless the contrary is stated therein, be valid as well for any adjournment or postponement, of the meeting as for the meeting to which it relates.
A vote given in accordance with the terms of an instrument of proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or power of attorney or other authority under which the proxy was executed or the transfer of the ~~S~~ share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its Registration Office, or at such other place as is referred to in Article 88, at least ~~2t~~ wo (2) hours before the commencement of the meeting or adjourned meeting or postponed meeting, at which the proxy is used.
( ~~aA~~ ) Any corporation which is a ~~Shareholder~~ shareholder of the Company may, by resolution of its directors or other governing body or by power of attorney, authorise ~~such~~ any person as it thinks fit to act as its representative at any meeting of the Company or of any class of ~~Ss~~ hareholders of the Company, and the person so authorised shall be entitled to exercise the same ~~rights andp~~ owers on behalf of the corporation which he represents as that corporation could exercise if it were an individual ~~S~~ shareholder of the Company. References in these Articles to a ~~S~~ shareholder present in person at a meeting shall, unless the context otherwise requires, include a corporation which is a ~~S~~ shareholder represented at the meeting by such duly authorised representative.

– 55 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~b~~ B) Where a ~~S~~ shareholder is a ~~C~~ clearing ~~H~~ house (or its nominee(s)), it may ~~(subject to Article 93)~~ authorise such ~~person or~~ persons as it thinks fit to act as its ~~representative or~~ representatives at any meeting of the Company or at any meeting of any class of ~~S~~ shareholders provided that, if more than one person is so authorised, the authorisation shall specify the number and class of ~~S~~ shares in respect of which each such representative is so authorised. ~~AE~~ ach person so authorised ~~pursuant to~~ under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and shall be entitled to exercise the same rights and powers on behalf of the ~~Cc~~ learing ~~H~~ house (or 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 a~~ s if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) in respect of the number and class of shares specified in the relevant authorisation including, the right to speak and where a show of hands is allowed, the right to vote individually on a show of hands.
Unless the ~~BoardD~~ irectors agree ~~s~~ otherwise, an appointment of a corporate representative shall not be valid as against the Company unless:-
( ~~aA~~ ) in the case of such an appointment by a ~~S~~ shareholder which is a ~~C~~ clearing ~~Hh~~ ouse (or its nominee(s)), a written notification of the appointment issued by any director, the secretary or any authorised officer(s) of such ~~S~~ shareholder shall have been delivered at such place or one of such places(if any) as is specified in the notice of meeting or in the form of notice issued by the Company, ~~or handed to the Chairman of the meeting at the meeting~~ or, if no place is specified, at the principal place of business maintained by the Company in the Relevant Territory from time to time before the time of holding the meeting or adjourned meeting or postponed meeting, at which the person so authorised proposes to vote ~~or handed to the Chairman of the meeting at the meeting~~ ; and

– 56 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~b~~ B) in the case of such an appointment by any other corporate ~~S~~ shareholder, a copy of the resolution of ~~its directors or other~~ the governing body of the ~~S~~ shareholder authorising the appointment of the corporate representative or a form of notice of appointment of corporate representative issued by the Company for such purpose or a copy of the relevant power of attorney, together with an up-to-date copy of the ~~S~~ shareholder’s constitutive documents and a list of directors or members of the governing body of the ~~Ss~~ hareholder as at the date of such resolution ~~,~~ (or, as the case may be, power of attorney), in each case certified by a director, secretary or a member of the governing body of that ~~S~~ shareholder and notarised ~~,~~ (or, in the case of a form of notice of appointment issued by the Company as aforesaid, completed and signed in accordance with the instructions thereon or in the case of a power of attorney a notarised copy of the relevant authority under which it was signed), shall have been deposited at such place or one of such places (if any) as is specified in the notice of meeting or in the form of notice issued by the Company as aforesaid (or, if no place is specified, at the Registration Office) not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting or ~~poll~~ postponed meeting (as the case may be) at which the corporate representative proposes to vote.
No appointment of a corporate representative shall be valid unless it names the person authorised to act as the appointor’s representative and the appointor is also named. The ~~BoardD~~ irectors may, unless ~~it ist~~ hey are satisfied that a person purporting to act as a corporate representative is the person named in the relevant instrument for his appointment, decline such person’s admission to the relevant meeting and/or reject his vote or demand for a poll and no ~~Ss~~ hareholder who may be affected by any exercise by the ~~BoardD~~ irectors of ~~its~~ their power in this connection shall have any claim against the ~~Board~~ Directors or any of them nor may any such exercise by the ~~Board~~ Directors of ~~its~~ their powers invalidate the proceedings of the meeting in respect of which they were exercised or any resolution passed or defeated at such meeting.

REGISTERED OFFICE

The Registered Office of the Company shall be at such place in the Cayman Islands as the ~~BoardD~~ irectors shall from time to time ~~decidea~~ ppoint.

BOARD OF DIRECTORS

The number of Directors shall not be less than ~~two (2)~~ one. The Company shall keep at its Registered Office a register of its directors and officers in accordance with the Companies ~~Law~~ Act.

– 57 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

A Director may at any time, by notice in writing signed by him delivered to the Registered Office or at the Head Office or at a meeting of the ~~BoardD~~ irectors, appoint any person (including another Director) to act as alternate Director in his place during his absence and may in like manner at any time determine such appointment. If such person is not another Director such appointment unless previously approved by the ~~BoardD~~ irectors shall have effect only upon and subject to being so approved. The appointment of an alternate Director shall determine on the happening of any event which ~~,~~ were he a Director, would cause him to vacate such office or if his appointor ceases to be a Director. An alternate Director may act as alternate to more than one Director.
( ~~aA~~ ) An alternate Director shall (subject to his giving to the Company an address, telephone and facsimile number within the territory of the Head Office for the time being for the giving of notices on him and except when absent from the territory in which the Head Office is for the time being situate) be entitled (in addition to his appointor) to receive and (in lieu of his appointor) to waive notices of meetings of the ~~Board~~ Directors and of any committee of the ~~Board~~ Directors of which his appointor is a member and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all the functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he (instead of his appointor) were a Director. If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director his voting rights shall be cumulative. If his appointor is for the time being absent from the territory in which the Head Office is for the time being situate or otherwise not available or unable to act, his signature to any resolution in writing of the Directors or any such committee shall be as effective as the signature of his appointor. His attestation of the affixing of the Seal shall be as effective as the signature and attestation of his appointor. An alternate Director shall not, save as aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles.
( ~~b~~ B) An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director, but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the ordinary remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct. ~~(c~~

– 58 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(C) A certificate by a Director (including for the purpose of this paragraph ( ~~c~~ C) an alternate Director) or the Secretary that a Director (who may be the one signing the certificate) was at the time of a resolution of the Directors or any committee thereof absent from the territory of the Head Office or otherwise not available or unable to act or has not supplied an address, telephone and facsimile number within the territory of the Head Office for the purposes of giving of notice to him shall in favour of all persons without express notice to the contrary, be conclusive of the matter so certified.
A Director or an alternate Director shall not be required to hold any qualification ~~Ss~~ hares but shall nevertheless be entitled to attend and speak at all general meetings of the Company and all meetings of any class of ~~S~~ shareholders of the Company.
The Directors shall be entitled to receive by way of ordinary remuneration for their services as Directors such sum as shall from time to time be determined by the Company in general meeting ~~or by the Board~~ , such sum (unless otherwise directed by the resolution by which it is voted) to be divided amongst the Directors in such proportions and in such manner as they may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the ordinary remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. ~~Such remuneration shall be in addition to any other remuneration to which~~ The foregoing provisions shall not apply to a Director who holds any salaried employment or office in the Company ~~may be entitled by reason of such employment or office~~ except in the case of sums paid or payable in respect of Directors’ fees.
The Directors shall also be entitled to be repaid all travelling, hotel and other expenses reasonably incurred by them respectively in or about the performance of their duties as Directors, including their expenses of travelling to and from ~~BoardD~~ irectors’ meetings, committee meetings or general meetings or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors.
The ~~Board~~ Directors may grant special remuneration to any Director who shall perform or has performed any special or extra services to or at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as may be arranged.
Notwithstanding Articles 100, 101 and 102, the remuneration of a Managing Director, Joint Managing Director, Deputy Managing Director or an Executive Director or a Director appointed to any other office in the management of the Company may from time to time be fixed by the ~~Board~~ Directors and may be by way of salary, commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the ~~BoardD~~ irectors may from time to time decide. Such remuneration shall be in addition to his ordinary remuneration as a Director.

– 59 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~aA~~ ) Payments to any Director or past ~~director of the Company~~ Director of any sum by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being a payment to which the ~~director of the Company~~ Director or past ~~d~~ Director is contractually or statutorily entitled) must be approved by the Company in general meeting.

( ~~b~~ B) ~~Except as would, if the Company were a company incorporated in Hong Kong, be permitted by Section 157H of the Companies Ordinance as in force at the date of adoption of these Articles, and except as permitted under the Companies Law, the~~ The Company shall not make any loan, directly or indirectly ~~:(i) make a loan,~~ to a Director or a ~~director of any HoldingCompany of the Company or any of their respective Associates;(ii) enter intoany guarantee or provide any security in connection with a loan made~~ body corporate controlled by ~~any person to~~ a Director or ~~a director of any Holding Company of the Company or any of their respective Associates; or(iii) if any one or more of the Directors hold (jointly or severally or directly or indirectly) a controlling interest in another company, make a loan to that other company or enter into any guarantee or provide any security in connection with a loan made by any person to that other company.(ch~~ is close associates if and to the extent it would be prohibited by the Companies Ordinance (Chapter 622 of the laws of Hong Kong) if the Company were a company incorporated in Hong Kong.

(C) The prohibitions prescribed by paragraphs (A) and (B) of this Article ~~104(a) and (b)~~ shall only apply during the Relevant Period.
A Director shall vacate his office:
( ~~ai~~ ) if he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally; ~~or~~
(ii) if he becomes a lunatic or of unsound mind;
~~(b) if he dies or becomes of unsound mind as determined pursuant to an order made by any competent court or official on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs and the Board resolves that his office be vacated; or~~
( ~~ci~~ ii)if he absents himself from the meetings of the ~~Board~~ Directors during a continuous period of six (6) months, without special leave of absence from the ~~Board~~ Directors, and his alternate Director (if any) shall not during such period have attended in his stead, and the ~~BoardD~~ irectors pass a resolution that he has by reason of such absence vacated his office; ~~or~~
( ~~d~~ iv)if he becomes prohibited by law from acting as a Director ~~, or he ceases to be a Director by virtue of any provision of law or is removed from office pursuant to these Articles~~ ; ~~or~~

– 60 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~ev~~ ) if he has been validly required by the stock exchange of the Relevant Territory to cease to be a Director and the relevant time period for application for review of or appeal against such requirement has lapsed and no application for review or appeal has been filed or is underway against such requirement; ~~or~~
( ~~f~~ vi) if by notice in writing delivered to the Company at its Registered Office or at the Head Office ~~or tendered at a meeting of the Board~~ he resigns his office; or
( ~~g~~ vii) if he shall be removed from office by an Ordinary Resolution of the Company under Article 114 ~~; or(h) if he shall be removed from the office by notice in writing served on him signed by not less than 3/4 in number (or if that is not a round number, the nearest lower round number) of the Directors (including himself) then in office~~ .
No Director shall be required to vacate office or be ineligible for re-election or reappointment as a Director, and no person shall be ineligible for appointment as a Director by reason only of his having attained any particular age.
( ~~aA~~ ) ~~(i) No Director or intended Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise~~ A Director may hold any other office or place of profit with the Company (except that of Auditors) in conjunction with his office of Director for such period and upon such terms as the Directors may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profits or otherwise) as the Directors may determine, and such extra remuneration shall be in addition to any remuneration provided for, by or pursuant to any other Article.
(B) A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as Auditors) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

– 61 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(C) A Director may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or any other company in which the Company may be interested, and shall not be liable to account to the Company or the shareholders for any remuneration, profit or other benefit received by him as a director or officer of or from his interest in such other company. The Directors may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as they think fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.
(D) A Director shall not vote or be counted in the quorum on any resolution of the Directors concerning his own appointment or the appointment of any of his close associates as the holder of any office or place of profit with the Company or any other company in which the Company is interested (including the arrangement or variation of the terms thereof, or the termination thereof).
(E) Where arrangements are under consideration concerning the appointment (including the arrangement, remuneration or variation of the terms thereof, or the termination thereof) of two (2) or more Directors or any of the close associate(s) of any such Directors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director or, as the case may be, the close associate(s) of such Director and in such case each of the Directors concerned shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment or the appointment of any of his close associates (or the arrangement or variation of the terms thereof, or the termination thereof) and (in the case of an office or place of profit with any such other company as aforesaid) where the other company is a company in which the Director and his close associates in aggregate own five (5) per cent. or more of the issued shares of any class of the voting equity share capital of such company or of the voting rights of any class of shares of such company (other than shares which carry no voting rights at general meetings and no or nugatory dividend and return of capital rights).
(F) Subject to the next paragraph of this Article, no Director or proposed or intended Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any ~~such~~ contract with regard thereto or any other contract or arrangement ~~entered into by or on behalf of the Company with any person, company or partnership of or~~ in which any Director ~~shall be a member or otherwisei~~ s in any way interested be ~~capable on that account of being avoided, nor shall any Director so contracting or being any member or~~ liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the shareholders for any remuneration, profit ~~so realized~~ or other benefits realised by any such contract or arrangement ~~by reason only of such Director holding that office or the fiduciary relationship thereby established, provided that such Director shall, if his interest in such~~ , by reason only of such Director holding that office or the fiduciary relationship thereby established.

– 62 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(G) If to the knowledge of a Director, he or any of his close associates, is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company, he shall declare the nature of his or, as the case may be, his close associate(s)’interest at the meeting of the Directors at which the question of entering into the contract or arrangement is ~~material, declare the nature of~~ first taken into consideration, if he knows his interest or that of his close associate(s) then exists, or in any other case at the ~~earliest~~ first meeting of the ~~Board at which it is practicable for him to do so, either specifically or by way of a general notice stating that, by reason of the facts specified in the notice, he is to be regarded as interested in any contracts of a specified description which may subsequently be made by the Company.(ii) Any Director may continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company in which the Company may be interested and (unless otherwise agreed between the Company and the Director) no such Director shall be liable to account to the Company or the Shareholders for any remuneration or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any such other company. The Directors may exercise the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them as directors, managing directors, joint managing directors, deputy managing director, executive directors, managers or other officers of such company) and any Director may vote in favour of the exercise of such voting rights in the manner aforesaid notwithstanding that he may be, or is about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in the manner aforesaid.(b) A Director may hold any other office or place of profit with the Company (except that of Auditors) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profit or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Articles.(c) A Director shall not vote (nor shall he be counted in the quorum) on any resolution of the Board in respect of~~ Directors after he knows that he or his close associate(s) is or has become so interested. For the purposes of this Article, a general notice to the Directors by a Director to the effect that (a) he or his close associates is a shareholder of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm or (b) he or his close associates is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him or any of his close associates, shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement; provided that no such notice shall be effective unless either it is given at a meeting of the Directors or the Director takes reasonable steps to secure that it is brought up and read at the next meeting of the Directors after it is given.

– 63 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(H) A Director shall not vote (nor be counted in the quorum) on any resolution of the Directors approving any contract or arrangement or proposal in which he or ~~any of his Associate(s) has/have a material interest~~ his close associates is to his knowledge materially interested, and if he shall do so his vote shall not be counted (nor ~~shall~~ is he ~~bec~~ ounted in the quorum for that resolution) ~~, but this.~~ Such Director shall physically absent himself from the relevant session of the meeting of the Directors at which matters relating to such contract or arrangement or proposal shall be considered by the Directors, before the other Directors discuss and decide on such matters, unless such Director is required to be present at that session of the meeting of the disinterested Directors by resolution of the remaining disinterested Directors (provided always that such Director may not vote and will not be counted in the quorum for the voting of the resolution relating to such contract or arrangement or proposal). The prohibition of this paragraph (H) shall not apply to any of the following matters namely:
(i) the giving of any security or indemnity either:
- (a) to the Director or his ~~Associate~~ close associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or
- (b) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his ~~Associate~~ close associate(s) has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;
(ii) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his ~~Associatec~~ lose associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(iii) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:
- (a) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his ~~Associatec~~ lose associate(s) may benefit; or

– 64 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

  - (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates ~~both~~ to ~~Directors~~ the Director, his ~~Associatesc~~ lose associate(s) and ~~employees~~ employee(s) of the Company or any of its subsidiaries and does not provide in respect of any Director, or his ~~Associate~~ close associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; ~~and~~

(iv) any contract or arrangement in which the Director or his ~~Associatec~~ lose associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company ~~(d) Where proposals are under consideration concerning the appointment (including fixing or varying the terms of or terminating the appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals shall be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not prohibited from voting under paragraph (c)) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment~~ .
( ~~cI~~ ) If any question shall arise at any meeting of the ~~Board~~ Directors as to the materiality of the interest of a Director ~~(other than the Chairman) o~~ r any of his ~~Associates or~~ close associates as to the entitlement of any Director ~~(other than such Chairman)~~ to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question (unless it relates to the Chairman) shall be referred to the Chairman and his ruling in relation to such ~~otherD~~ irector shall be final and conclusive except in a case where the nature or extent of the interest of the Director ~~or his Associates~~ concerned or his close associates as known to such Director has not been fairly disclosed to the ~~Boardo~~ ther Directors. If any question as aforesaid shall arise in respect of the Chairman ~~or his Associates~~ such question shall be decided by a resolution of the ~~Board~~ Directors (for which purpose ~~such~~ the Chairman shall not be counted in the quorum and shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of ~~sucht~~ he Chairman or his ~~Associates~~ close associates as known to him has not been fairly disclosed to the ~~Boardo~~ ther Directors.

– 65 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(J) The provisions of paragraphs (D), (E), (H) and (I) of this Article 107 shall apply during the Relevant Period but not otherwise. In respect of all periods other than the Relevant Period, a Director may vote in respect of any contract, arrangement or transaction or proposed contract, arrangement or transaction notwithstanding that he or any of his close associates is or may be interested therein and, if he does so, his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract, arrangement or transaction or proposed contract, arrangement or transaction shall come before the meeting for consideration provided that he has, where relevant, first disclosed his interest in accordance with paragraph (G).
(K) The Company may by Ordinary Resolution suspend or relax the provisions of this Article to any extent or ratify any transaction not duly authorised by reason of a contravention of this Article.

APPOINTMENT AND ROTATION OF DIRECTORS

( ~~aA~~ ) Notwithstanding any other provisions in th ~~e~~ is ~~e~~ Article ~~s~~ , at each annual general meeting one-third of the Directors for the time being, or, if their number is not three (3) or a multiple of three (3), then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director, ~~(i~~ ncluding those appointed for a specific term ~~),~~ shall be subject to retirement by rotation at least once every three (3) years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Company at the general meeting at which a Director retires may fill the vacated office.
( ~~b~~ B) The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for reelection. ~~Any Director who has not been subject to retirement by rotation in the 3 years preceding the annual general meeting shall retire by rotation at such annual general meeting.A~~ ny further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

( ~~cC~~ ) A Director is not required to retire upon reaching any particular age.

If at any general meeting at which an election of Directors ought to take place, the places of the retiring Directors are not filled, the retiring Directors or such of them as have not had their places filled shall be deemed to have been re-elected and shall, if willing, continue in office until the next annual general meeting and so on from year to year until their places are filled, unless:
( ~~ai~~ ) it shall be determined at such meeting to reduce the number of Directors; or

– 66 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~b~~ ii) it is expressly resolved at such meeting not to fill such vacated offices; or
( ~~ci~~ ii)in any such case the resolution for re-election of a Director is put to the meeting and lost; or
( ~~d~~ iv)such Director has given notice in writing to the Company that he is not willing to be re-elected.
The Company in general meeting ~~mays~~ hall from time to time fix and may from time to time by Ordinary Resolution increase or reduce the maximum and minimum number of Directors but so that the number of Directors shall not be less than ~~two (2)~~ one.
~~The~~ Subject to the Statutes and the provisions of these Articles, the Company may from time to time in general meeting by Ordinary Resolution elect any person to be a Director either to fill a casual vacancy or as an additional Director. ~~Any Director so appointed shall be subject to retirement by rotation pursuant to Article 108.~~
The ~~Board~~ Directors 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 but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the ~~Ss~~ hareholders in general meeting. Any Director so 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 ands~~ hall hold office only until the next following annual general meeting of the Company after his appointment and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.
No person, other than a retiring Director, shall, unless recommended by the ~~BoardD~~ irectors 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 and notice in writing by that person of his willingness to be elected shall have been lodged at the Head Office or at the Registration Office ~~. The~~ at least seven (7) clear days before the date of the general meeting and the period for lodgement of ~~the~~ such notices ~~required under this Article will~~ shall 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 7 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 wills~~ hall be at least ~~7s~~ even (7) clear days in length.

– 67 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

The Company may by Ordinary Resolution remove any Director (including a Managing Director or other Executive Director) before the expiration of his ~~term~~ period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim which such Director may have for damages for any breach of any contract between him and the Company) and may ~~by Ordinary Resolution e~~ lect another person in his stead. Any person so elected shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election, but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.

BORROWING POWERS

The ~~Board~~ Directors may from time to time at ~~itst~~ heir discretion exercise all the powers of the Company to raise or borrow or to secure the payment of any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and uncalled capital or any part thereof.
The ~~Board~~ Directors may raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as ~~it~~ they think ~~s~~ fit and in particular but subject to the provisions of the Companies ~~LawA~~ ct, by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
Debentures, debenture stock, bonds and other securities (other than ~~S~~ shares which are not fully paid) may be made assignable free from any equities between the Company and the person to whom the same may be issued.
Any debentures, debenture stock, bonds or other securities (other than ~~Ss~~ hares) may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment or subscription of or conversion into ~~S~~ shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.
The Directors shall cause a proper register to be kept, in accordance with the provisions of the Companies ~~Law~~ Act, of all mortgages and charges specifically affecting the property of the Company and shall duly comply with such provisions of the Companies ~~Law~~ Act with regard to the registration of mortgages and charges as may be specified or required.
If the Company issues a series of debentures or debenture stock not transferable by delivery, the ~~Board~~ Directors shall cause a proper register to be kept of the holders of such debentures.

– 68 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

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

MANAGING DIRECTORS, ETC.

The ~~Board~~ Directors may from time to time appoint any one or more of them to the office of Managing Director, Joint Managing Director, Deputy Managing Director or other Executive Director and/or such other office in the management of the business of the Company as ~~it~~ they may decide for such period and upon such terms as ~~it~~ they think ~~s~~ fit and upon such terms as to remuneration as ~~it~~ they may decide in accordance with Article 103.
Every Director appointed to an office under Article 122 hereof shall, but without prejudice to any claim for damages for breach of any contract of service between himself and the Company, be liable to be dismissed or removed therefrom by the ~~Board~~ Directors.
A Director appointed to an office under Article 122 shall be subject to the same provisions as to rotation, resignation and removal as the other Directors of the Company, and he shall ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.
The ~~Board~~ Directors may from time to time entrust to and confer upon a Chairman, Deputy Chairman, Vice Chairman, Managing Director, Joint Managing Director, Deputy Managing Director or Executive Director all or any of the powers of the ~~Board~~ Directors that ~~it~~ they may think fit provided that the exercise of all powers by such Director shall be subject to such regulations and restrictions as the ~~BoardD~~ irectors may from time to time make and impose, and, subject to the terms thereof, the said powers may at any time be withdrawn, revoked or varied, but no person dealing in good faith and without notice of such withdrawal, revocation or variation shall be affected thereby.
The ~~Board~~ Directors may from time to time appoint any person to an office or employment having a designation or title including the word ‘‘ ~~dD~~ irector’’ or attach to any existing office or employment with the Company such a designation or title. The inclusion of the word ‘‘ ~~dD~~ irector’’ in the designation or title of any office or employment with the Company (other than the office of Managing Director or Joint Managing Director or Deputy Managing Director or Executive Director) shall not imply that the holder thereof is a Director nor shall such holder be empowered in any respect to act as a Director or be deemed to be a Director for any of the purposes of these Articles.

– 69 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

MANAGEMENT

The management of the business of the Company shall be ~~managed by~~ vested in the ~~BoardD~~ irectors who, in addition to the powers and authorities by these Articles expressly conferred upon ~~itt~~ hem, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and are not hereby or by the ~~Companies Law~~ Statutes expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the ~~Companies Law~~ Statutes and of these Articles and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the ~~Board~~ Directors which would have been valid if such regulation had not been made.
Without prejudice to the general powers conferred by these Articles, it is hereby expressly declared that the ~~BoardD~~ irectors shall have the following powers:
(a) to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any ~~S~~ share at par or at such premium and on such other terms as may be agreed; and
(b) to give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

MANAGERS

The ~~Board~~ Directors may from time to time appoint a general manager, manager or managers of the business of the Company and may fix his or their remuneration either by way of salary or commission or by conferring the right to participation in the profits of the Company or by a combination of two (2) or more of these modes and pay the working expenses of any of the staff of the general manager, manager or managers who may be employed by him or them upon the business of the Company.
The appointment of such general manager, manager or managers may be for such period as the ~~Board~~ Directors may decide and the ~~Board~~ Directors may confer upon him or them all or any of the powers of the ~~BoardD~~ irectors and such title or titles as ~~itt~~ hey may think fit.
The ~~BoardD~~ irectors may enter into such agreement or agreements with any such general manager, manager or managers upon such terms and conditions in all respects as ~~it~~ they may in ~~its~~ their absolute discretion think fit, including a power for such general manager, manager or managers to appoint an assistant manager or managers or other employees whatsoever under them for the purpose of carrying on the business of the Company.

– 70 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

CHAIRMAN AND OTHER OFFICERS

The ~~BoardD~~ irectors may from time to time elect or otherwise appoint one or more of them to the office of Chairman of the Company and another to be the Deputy or Vice Chairman (or two (2) or more Deputy or Vice Chairm ~~ea~~ n) and determine the period for which each of them is to hold office. The Chairman or, in his absence, the Deputy or Vice Chairman shall preside as chairman at meetings of the ~~Board~~ Directors, but if no such Chairman or Deputy or Vice Chairman be elected or appointed, or if at any meeting the Chairman or Deputy or Vice Chairman is not present within five (5) minutes after the time appointed for holding the same and willing to act, the Directors present shall choose one of their number to be chairman of such meeting. All the provisions of Articles 103, ~~108,~~ 123, 124 and 125 shall mutatis mutandis apply to any Directors elected or otherwise appointed to any office in accordance with the provisions of this Article.

PROCEEDINGS OF THE DIRECTORS

The ~~Board~~ Directors may meet together for the despatch of business, adjourn, postpone, and otherwise regulate ~~itst~~ heir meetings and proceedings as ~~itt~~ hey think ~~s~~ fit and may determine the quorum necessary for the transaction of business. Unless otherwise determined two (2) Directors shall be a quorum. For the purpose of this Article an alternate Director shall be counted in a quorum separately in respect of himself (if a Director) and in respect of each Director for whom he is an alternate and his voting rights shall be cumulative and he need not use all his votes or cast all his votes in the same way. A meeting of the ~~BoardD~~ irectors or any committee of the ~~BoardD~~ irectors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. Notwithstanding any common law rule to the contrary, a meeting of the Directors may be constituted by one Director.
A Director may, and on the request of a Director the Secretary shall, at any time summon a meeting of the ~~BoardD~~ irectors which may be held in any part of the world ~~,~~ but no such meeting shall be summoned to be held outside the territory in which the Head Office is for the time being situate without the prior approval of the ~~BoardD~~ irectors. Notice thereof shall be given to each Director and alternate Director in person orally or in writing or by telephone or by telex or telegram or facsimile transmission at the telephone or facsimile number or address from time to time notified to the Company by such Director or in such other manner as the ~~BoardD~~ irectors may from time to time determine. A Director absent or intending to be absent from the territory in which the Head Office is for the time being situate may request the ~~Board~~ Directors or the Secretary that notices of ~~Board~~ Directors’ meetings shall during his absence be sent in writing to him at his last known address, facsimile or telex number or any other address, facsimile or telex number given by him to the Company for this purpose, but such notices need not be given any earlier than notices given to ~~the otherD~~ irectors not so absent and in the absence of any such request it shall not be necessary to give notice of a ~~Board~~ Directors’ meeting to any Director who is for the time being absent from such territory.

– 71 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

~~Subject to Article 107, questions~~ Questions arising at any meeting of the ~~Board~~ Directors shall be decided by a majority of votes, and in case of an equality of votes the ~~Cc~~ hairman of the meeting shall have a second or casting vote.
A meeting of the ~~Board~~ Directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Articles for the time being vested in or exercisable by the ~~Board~~ Directors generally.
The ~~BoardD~~ irectors may delegate any of ~~itst~~ heir powers to committees consisting of such member(s) of them and such other person(s) as ~~it~~ they think ~~s~~ fit, and ~~itt~~ hey may from time to time revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes, but every committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the ~~BoardD~~ irectors.
All acts done by any such committee in conformity with such regulations and in fulfilment of the purposes for which it is appointed, but not otherwise, shall have the like force and effect as if done by the ~~Board~~ Directors, and the ~~BoardD~~ irectors shall have power, with the consent of the Company in general meeting, to remunerate the members of any special committee, and charge such remuneration to the current expenses of the Company.
The meetings and proceedings of any such committee consisting of two (2) or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the ~~Board~~ Directors so far as the same are applicable thereto and are not replaced by any regulations imposed by the ~~Board~~ Directors pursuant to Article 137.
All acts bona fide done by any meeting of the ~~Board~~ Directors or by any such committee or by any person acting as a Director shall, notwithstanding that it shall be afterwards discovered that there was some defect in the appointment of such Director or persons acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or member of such committee.
The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of ~~the Board meeting~~ Directors, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number ~~of the necessary quorum or~~ of summoning a general meeting of the Company but for no other purpose.

– 72 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~aA~~ ) A resolution in writing signed by all the Directors (or their ~~respectivea~~ lternate Directors) shall be as valid and effectual as if it had been passed at a meeting of the ~~BoardD~~ irectors duly convened and held. Any such resolutions in writing may consist of several documents in like form each signed by one or more of the Directors or alternate Directors. ~~(b)~~ A notification of consent to such resolution given by a Director in writing to the Board by any means (including by means of electronic communication) shall be deemed to be his/her signature to such resolution in writing for the purpose of this Article.
(B) Where a Director is, on the date on which a resolution in writing is last signed by a Director, absent from the territory in which the Head Office is for the time being situated, or cannot be contacted at his last known address or contact telephone or facsimile number, or is temporarily unable to act through ill-health or disability and, in each case, his alternate (if any) is affected by any of these events, the signature of such Director (or his alternate) to the resolution shall not be required, and the resolution in writing, so long as such a resolution shall have been signed by at least two (2) Directors or their ~~respectivea~~ lternates who are entitled to vote thereon or such number of Directors as shall form a quorum, shall be deemed to have been passed at a meeting of ~~the Board~~ Directors duly convened and held, provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors (or their ~~respectivea~~ lternates) for the time being entitled to receive notices of meetings of the ~~BoardD~~ irectors at their respective last known address, telephone or facsimile number or, if none, at the Head Office and provided further that no Director is aware of or has received from any Director any objection to the resolution. Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material.
( ~~c~~ C) A certificate signed by a Director (who may be one of the signatories to the relevant resolution in writing) or the Secretary as to any of the matters referred to in paragraph ( ~~a~~ A) or ( ~~b~~ B) of this Article shall in the absence of express notice to the contrary of the person relying thereon, be conclusive of the matters stated on such certificate.

– 73 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

MINUTES AND CORPORATE RECORDS

( ~~aA~~ ) The ~~Board~~ Directors shall cause minutes to be made of:
- (i) all appointments of officers made by ~~it~~ them;
- (ii) the names of the Directors present at each meeting of the ~~Board~~ Directors and the names of the members present at each meeting of managers and committees appointed pursuant to ~~Article~~ Articles 129 and 137; and
- (iii) all resolutions and proceedings at all meetings of the Company and of the ~~BoardD~~ irectors and of such managers and committees.
( ~~b~~ B) Any such minutes shall be conclusive evidence of any such proceedings if they purport to be signed by the ~~C~~ chairman of the meeting at which the proceedings were held or by the ~~C~~ chairman of the next succeeding meeting.
(C) The Directors shall duly comply with the provisions of the Companies Act in regard to keeping a register of shareholders and to the production and furnishing of copies of or extracts from such register.
(D) Any register, index, minute book, book of account or other book required by these Articles or the Statutes to be kept by or on behalf of the Company may be kept in writing on one or more sheets in bound or unbound books.

SECRETARY

The Secretary shall be appointed by the ~~Board~~ Directors for such term, at such remuneration and upon such conditions as ~~it~~ they may think fit, and any Secretary so appointed may, without prejudice to his right under any contract with the Company, be removed by the ~~Board~~ Directors. Anything by the ~~Companies Law~~ Statutes or these Articles required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by or to any assistant or deputy Secretary, or if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised generally or speci ~~fica~~ lly on behalf of the ~~Board~~ Directors. If the Secretary appointed is a corporation or other body, it may act and sign by the hand of any one or more of its directors or officers duly authorised.
The Secretary shall attend all meetings of the ~~S~~ shareholders and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Companies ~~Law~~ Act and these Articles, together with such other duties as may from time to time be prescribed by the ~~Board~~ Directors.

– 74 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

A provision of the ~~Companies LawS~~ tatutes or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary.

GENERAL MANAGEMENT AND USE OF THE SEAL

( ~~aA~~ ) Subject to the ~~Companies LawS~~ tatutes, the Company shall have one or more Seals as the ~~BoardD~~ irectors may determine, and may have a Seal for use outside the Cayman Islands. The ~~Board~~ Directors shall provide for the safe custody of each Seal, and no Seal shall be used without the authority of the ~~Board~~ Directors or a committee authorised by the ~~Board~~ Directors in that behalf.
( ~~b~~ B) Every instrument to which a Seal shall be affixed shall be signed autographically by one Director and the Secretary, or by two (2) Directors, or by ~~any~~ some other person ~~or persons (including a Director and/or the Secretary~~ (s) appointed by the ~~BoardD~~ irectors for the purpose, provided that as regards any certificates for ~~S~~ shares or ~~D~~ debentures or other securities of the Company ~~,~~ the ~~BoardD~~ irectors may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature other than autographic ~~or may be printed thereon~~ as specified in such resolution ~~or that such certificates need not be signed by any person~~ .
~~(c) The Company may have a Securities Seal for use for sealing certificates for shares or other securities issued by the Company and no signature of any Director, officer or other person and no mechanical reproduction thereof shall be required on any such certificates or other document and any such certificates or other document to which such Securities Seal is affixed shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction as aforesaid. The Board may by resolution determine that the affixation of Securities Seal on certificates for shares or other securities issued by the Company be dispensed with or be affixed by printing the image of the Securities Seal on such certificates~~ .
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, ~~e~~ indorsed or otherwise executed, as the case may be, in such manner as the ~~BoardD~~ irectors shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the ~~BoardD~~ irectors shall from time to time determine.

– 75 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~aA~~ ) The ~~Board~~ Directors may from time to time and at any time, by power of attorney under the Seal, appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the ~~BoardD~~ irectors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the ~~BoardD~~ irectors under these Articles) and for such period and subject to such conditions as ~~itt~~ hey may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the ~~Board~~ Directors may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.
( ~~b~~ B) The Company may, by writing under its Seal, empower any person, either generally or in respect of any specified matter, as its attorney to execute deeds and instruments on its behalf and to enter into contracts and sign the same on its behalf and every deed signed by such attorney on behalf of the Company and under his seal shall bind the Company and have the same effect as if it were under the Seal duly affixed by the Company.
The ~~Board~~ Directors may establish any committees, regional or local boards or agencies for managing any of the affairs of the Company, either in the Relevant Territory or elsewhere, and may appoint any persons to be members of such committees, regional or local boards or agencies and may fix their remuneration, and may delegate to any committee, regional or local board or agent any of the powers, authorities and discretions vested in the ~~Board~~ Directors (other than its powers to make calls and forfeit ~~S~~ shares), with power to sub-delegate, and may authorise the members of any regional or local board or any of them to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be upon such terms and subject to such conditions as the ~~Board~~ Directors may think fit, and the ~~BoardD~~ irectors may remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

– 76 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

The ~~Board~~ Directors may establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation funds or personal pension plans for the benefit of, or give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company, or is allied or associated with the Company or with any such subsidiary company, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid, and holding or who have held any salaried employment or office in the Company or such other company, and the spouses, widows, widowers, families and dependants of any such persons. The ~~BoardD~~ irectors may also establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid or of any such persons as aforesaid, and may make payments for or towards the insurance of any such persons as aforesaid, and subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. The ~~Board~~ Directors may do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid. Any Director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or em ~~p~~ ol ~~oy~~ ument.

AUTHENTICATION OF DOCUMENTS

( ~~a~~ A) Any Director or the Secretary or other authorised officer of the Company shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the ~~Board~~ Directors or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies of extracts; and where any books, records, documents or accounts are elsewhere than at the Registered Office or the Head Office, the local manager or such other officer of the Company having the custody thereof shall be deemed to be the authorised officer of the Company as aforesaid.
( ~~b~~ B) A document purporting to be a document so authenticated or a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the ~~Board~~ Directors or any local board or committee, or of any books, records, documents or accounts or extracts therefrom as aforesaid, and which is certified as aforesaid, shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that the document authenticated (or, if this be authenticated as aforesaid, the matter so authenticated) is authentic or, as the case may be, that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting or, as the case may be, that the copies of such books, records, documents or accounts were true copies of their originals or, as the case may be, the extracts of such books, records, documents or accounts have been properly extracted and are true and accurate records of the books, records, documents or accounts from which they were extracted.

– 77 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

CAPITALISATION OF RESERVES

( ~~aA~~ ) The Company in general meeting may, upon the recommendation of the ~~Board~~ Directors, resolve to capitalise any sum standing to the ~~credit of any of the~~ Company’s ~~reserveaccounts which are available for distributionr~~ eserves (including ~~its~~ any share premium account ~~and~~ or capital redemption reserve ~~fund~~ or the profit and loss account or undistributable reserve, subject to the Companies ~~Law~~ Act) ~~and to appropriate~~ or any undivided profits not required for the payment or provision of the dividend on any shares with a preferential right to dividend, by appropriating such ~~sums~~ sum or profits to the holders of ~~S~~ shares on the Register at the close of business on the date of the relevant resolution (or such other date as may be specified therein or determined as provided therein) in the proportion ~~s~~ in which such sum would have been divisible amongst them had the same been a distribution of profits by way of ~~Dividend and to apply such sum on their behalf in~~ dividend on shares either in or towards paying up any amounts for the time being unpaid on any shares held by such shareholders respectively or paying up in full unissued ~~Shares for allotment~~ shares or debentures or other securities of the Company to be allotted and distribut ~~ion~~ ed credited as fully paid ~~-up~~ to and amongst ~~them~~ such shareholders in the proportion aforesaid, or partly in one way and partly in the other.
( ~~b~~ B) ~~Subject to the Companies Law, wheneverW~~ henever such a resolution as aforesaid shall have been passed ~~,~~ the ~~Board~~ Directors shall make all appropriations and applications of the reserves or profits and undivided profits resolved to be capitalised thereby, and ~~attend to~~ all allotments and issues of fully paid ~~Ss~~ hares, debentures, or other securities and generally shall do all acts and things required to give effect thereto. For the purpose of giving effect to any resolution under this Article, the ~~Board~~ Directors may settle any difficulty which may arise in regard to a capitalisation issue as ~~itt~~ hey think ~~s~~ fit, and in particular may disregard fractional entitlements or round the same up or down and may determine that cash payments shall be made to any ~~S~~ shareholders in lieu of fractional entitlements or that fractions of such value as the ~~Board~~ Directors may determine may be disregarded in order to adjust the rights of all parties or that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the ~~S~~ shareholders concerned, and no ~~S~~ shareholders who are affected thereby shall be deemed to be, and they shall be deemed not to be, a separate class of ~~Shareholders by reason only of the exercise of this power~~ shareholders for any purposes whatsoever. The ~~BoardD~~ irectors may authorise any person to enter on behalf of all ~~Ss~~ hareholders interested in a capitalisation issue any agreement with the Company or other(s) providing for such capitalisation and matters in connection therewith and any agreement made under such authority shall be effective and binding upon all concerned. Without limiting the generality of the foregoing, any such agreement may provide for the acceptance by such persons of the ~~S~~ shares, debentures or other securities to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalised.

– 78 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~cC~~ ) The provisions of paragraph ( ~~e~~ E) of Article 160 shall apply to the power of the Company to capitalise under this Article as it applies to the grant of election thereunder mutatis mutandis and no ~~S~~ shareholder who may be affected thereby shall ~~be,~~ and they shall be deemed not to be, a separate class of ~~Shareholders by reason only of the exercise of this power~~ shareholders for any purpose whatsoever.
(D) Notwithstanding any provisions in these Articles, the Board may resolve to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and the profit and loss account) whether or not the same is available for distribution by applying such sum in paying up unissued shares to be allotted to (i) employees (including directors) of the Company and/or its affiliates (meaning any individual, corporation, partnership, association, joint-stock company, trust, unincorporated association or other entity (other than the Company) that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Company) upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the shareholders at a general meeting, or (ii) any trustee of any trust to whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the shareholders at a general meeting.

DIVIDENDS AND RESERVES

~~Subject to the Companies Law and these Articles, the~~ The Company in general meeting may declare ~~Dd~~ ividends in any currency but no ~~D~~ dividends shall exceed the amount recommended by the ~~BoardD~~ irectors.
( ~~aA~~ ) The ~~Board~~ Directors may subject to Article 156 from time to time pay to the ~~S~~ shareholders such interim ~~Dd~~ ividends as appear to the ~~Board~~ Directors to be justified by the financial conditions and the profits of the Company and, in particular (but without prejudice to the generality of the foregoing), if at any time the share capital of the Company is divided into different classes, the ~~BoardD~~ irectors may pay such interim ~~Dd~~ ividends in respect of those ~~Ss~~ hares in the capital of the Company which confer to the holders thereof deferred or non-preferential rights as well as in respect of those ~~S~~ shares which confer on the holders thereof preferential rights with regard to ~~D~~ dividend and provided that the ~~BoardD~~ irectors act ~~s~~ bona fide ~~it t~~ hey shall not incur any responsibility to the holders of ~~S~~ shares conferring any preference for any damage that they may suffer by reason of the payment of an interim ~~D~~ dividend on any ~~S~~ shares having deferred or non-preferential rights.

– 79 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~b~~ B) The ~~Board~~ Directors may also pay half-yearly or at other suitable intervals to be settled by ~~it~~ them any ~~D~~ dividend which may be payable at a fixed rate if the ~~Board is~~ Directors are of the opinion that the financial conditions and the profits of the Company justify the payment.
( ~~cC~~ ) The ~~Board~~ Directors may in addition from time to time declare and pay special ~~Dividends~~ dividends of such amounts and on such dates and out of such distributable funds of the Company (including share premium) and as ~~it t~~ hey think ~~s~~ fit, and the provisions of paragraph ( ~~aA~~ ) of this Article as regards the power and exemption from liability of the ~~BoardD~~ irectors as relate to the declaration and payment of interim ~~D~~ dividends shall apply, mutatis mutandis, to the declaration and payment of any such special ~~D~~ dividends.
( ~~aA~~ ) No ~~D~~ dividend shall be declared or paid ~~or~~ shall be made otherwise than in accordance with the ~~Companies Law~~ Statutes.
( ~~b~~ B) Subject to the provisions of the Companies ~~Law~~ Act (but without prejudice to paragraph ( ~~a~~ A) of this Article), where any asset, business or property is bought by the Company as from a past date (whether such date be before or after the incorporation of the Company) the profits and losses thereof as from such date may at the discretion of the ~~BoardD~~ irectors in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the Company, and be available for ~~D~~ dividend accordingly. Subject as aforesaid, if any ~~Ss~~ hares or securities are purchased cum ~~D~~ dividend or interest, such ~~Dd~~ ividend or interest may at the discretion of the ~~Board~~ Directors be treated as revenue, and it shall not be obligatory to capitalise the same or any part thereof or to apply the same towards reduction of or writing down the book cost of the asset, business or property acquired.
( ~~cC~~ ) Subject to paragraph ( ~~d~~ D) of this Article all ~~Dd~~ ividends and other distributions in respect of ~~Shares~~ shares in the Company shall be stated and discharged, in the case of ~~S~~ shares denominated in Hong Kong dollars, in Hong Kong dollars, and in the case of ~~S~~ shares denominated in ~~any other currency, in such other currencyU~~ nited States dollars, in United States dollars, provided that, in the case of ~~S~~ shares denominated in Hong Kong dollars, the ~~Board~~ Directors may determine in the case of any distribution that ~~S~~ shareholders may elect to receive the same in United States dollars or any other currency selected by the ~~BoardD~~ irectors, converted at such rate of exchange as the ~~Board~~ Directors may determine.

– 80 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~d~~ D) If, in the opinion of the ~~BoardD~~ irectors, any ~~D~~ dividend or other distribution in respect of ~~S~~ shares or any other payment to be made by the Company to any ~~S~~ shareholder is of such a small amount as to make payment to that ~~S~~ shareholder in the relevant currency impracticable or unduly expensive either for the Company or the ~~S~~ shareholder then such ~~D~~ dividend or other distribution or other payment may, at the absolute discretion of the ~~BoardD~~ irectors, be, if this be practicable, converted at such rate of exchange as the ~~Board~~ Directors may determine and paid or made in the currency of the country of the relevant ~~S~~ shareholder (as indicated by the address of such ~~S~~ shareholder on the Register).
Notice of the declaration of an interim ~~D~~ dividend shall be given by advertisement in the Relevant Territory and in such other territory or territories and in such manner as the ~~BoardD~~ irectors shall determine.
No ~~Dd~~ ividend or other moneys payable on or in respect of a ~~Ss~~ hare shall bear interest as against the Company.

– 81 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Whenever the ~~BoardD~~ irectors have or the Company in general meeting has resolved that a ~~Dd~~ ividend be paid or declared, the ~~Board~~ Directors may further resolve that such ~~Dd~~ ividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, with or without offering any rights to ~~Ss~~ hareholders to elect to receive such ~~Dd~~ ividend in cash, and where any difficulty arises in regard to the distribution the ~~BoardD~~ irectors may settle the same as ~~it~~ they think ~~s~~ expedient, and in particular may disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any ~~Ss~~ hareholders upon the footing of the value so fixed in order to adjust the rights of all parties and may determine that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the ~~S~~ shareholders concerned, and may vest any such specific assets in trustees as may seem expedient to the ~~Board~~ Directors and may authorise any person to sign any requisite instruments of transfer and other documents on behalf of all ~~Ss~~ hareholders interested in the ~~D~~ dividend and such instrument and document shall be effective. The ~~Board~~ Directors may further authorise any person to enter into on behalf of all ~~S~~ shareholders having an interest in any agreement with the Company or other(s) providing for such ~~Dd~~ ividend and matters in connection therewith and any such agreement made under such authority shall be effective. The ~~Board~~ Directors may resolve that no such assets shall be made available or made to ~~S~~ shareholders with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the ~~Board~~ Directors, be unlawful or impracticable or the legality or practicality of which may be time consuming or expensive to ascertain whether in absolute terms or in relation to the value of the holding of ~~S~~ shares of the ~~S~~ shareholder concerned and in any such event the only entitlement of the ~~S~~ shareholders aforesaid shall be to receive cash payments as aforesaid. Shareholders affected as a result of exercise by the ~~BoardD~~ irectors of ~~itst~~ heir discretion under this Article shall not be, and shall be deemed not to be, a separate class of ~~S~~ shareholders for any purposes whatsoever.
( ~~aA~~ ) Whenever the ~~Board~~ Directors or the Company in general meeting has resolved that a ~~D~~ dividend be paid or declared on the share capital of the Company, the ~~BoardD~~ irectors may further resolve ~~,~~ :

either ~~:~~

(i) that such ~~D~~ dividend be satisfied wholly or in part in the form of an allotment of ~~S~~ shares credited as fully paid on the basis that the ~~Ss~~ hares so allotted shall be of the same class or classes as the class or classes already held by the allottee, provided that the ~~S~~ shareholders entitled thereto will be entitled to elect to receive such ~~D~~ dividend (or part thereof) in cash in lieu of such allotment. In such case, the following provisions shall apply:
( ~~A~~ a) the basis of any such allotment shall be determined by the ~~Board~~ Directors;

– 82 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~B~~ b) the ~~Board~~ Directors, after determining the basis of allotment, shall give not less than fourteen (14) clear days’ notice in writing to the ~~S~~ shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
( ~~C~~ c) the right of election may be exercised in respect of the whole or part of that portion of the ~~Dd~~ ividend in respect of which the right of election has been accorded; and
( ~~D~~ d) ~~Dividend~~ the dividend (or that part of the ~~D~~ dividend to be satisfied by the allotment of ~~S~~ shares as aforesaid) shall not be payable in cash in respect whereof the cash election has not been duly exercised (‘‘the non-elected ~~S~~ shares’’) and in lieu and in satisfaction thereof ~~S~~ shares shall be allotted credited as fully paid to the holders of the non-elected ~~S~~ shares on the basis of allotment determined as aforesaid and for such purpose the ~~Board~~ Directors shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company’s reserve accounts (including any special account, or share premium account (if there be any such reserve)) as the ~~BoardD~~ irectors may determine, a sum equal to the aggregate nominal amount of the ~~Ss~~ hares to be allotted on such basis and apply the same in paying up in full the appropriate number of ~~Ss~~ hares for allotment and distribution to and amongst the holders of the non-elected ~~Ss~~ hares on such basis;

(ii) that ~~S~~ shareholders entitled to such ~~Dd~~ ividend will be entitled to elect to receive an allotment of ~~S~~ shares credited as fully paid in lieu of the whole or such part of the ~~D~~ dividend as the ~~BoardD~~ irectors may think fit on the basis that the ~~Ss~~ hares so allotted shall be of the same class or classes as the class or classes of ~~Ss~~ hares already held by the allottee. In such case, the following provisions shall apply:

( ~~A~~ a) the basis of any such allotment shall be determined by the ~~Board~~ Directors;

( ~~B~~ b) the ~~Board~~ Directors, after determining the basis of allotment, shall give not less than fourteen (14) clear days’ notice in writing to the ~~S~~ shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
( ~~C~~ c) the right of election may be exercised in respect of the whole or part of that portion of the ~~Dd~~ ividend in respect of which the right of election has been accorded; and

– 83 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~D~~ d) the ~~D~~ dividend (or that part of the ~~Dd~~ ividend in respect of which a right of election has been accorded) shall not be payable on ~~Ss~~ hares in respect whereof the ~~Ss~~ hare election has been duly exercised (‘‘the elected ~~Ss~~ hares’’) and in lieu thereof ~~Ss~~ hares shall be allotted credited as fully paid to the holders of the elected ~~S~~ shares on the basis of allotment determined as aforesaid and for such purpose the ~~BoardD~~ irectors shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company’s reserve accounts (including any special account, contributed surplus account, share premium account and capital redemption reserve fund (if there be any such reserve)) as the ~~BoardD~~ irectors may determine, a sum equal to the aggregate nominal amount of the ~~S~~ shares to be allotted on such basis and apply the same in paying up in full the appropriate number of ~~S~~ shares for allotment and distribution to and amongst the holders of the elected ~~Ss~~ hares on such basis.
( ~~b~~ B) The ~~S~~ shares allotted pursuant to the provisions of paragraph ( ~~a~~ A) of this Article shall rank pari passu in all respects with the ~~S~~ shares then in issue and held by the allottee in respect of which they were allotted, save only as regards participation:
(i) in the relevant ~~D~~ dividend (or the right to receive or to elect to receive an allotment of ~~S~~ shares in lieu thereof as aforesaid); or
(ii) in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant ~~Dd~~ ividend unless, contemporaneously with the announcement by the ~~BoardD~~ irectors of ~~itst~~ heir proposal to apply the provisions of sub-paragraph (i) or (ii) of paragraph ( ~~a~~ A) of this Article in relation to the relevant ~~Dd~~ ividend or contemporaneously with ~~itst~~ heir announcement of the distribution, bonus or rights in question, the ~~Board~~ Directors shall have specified that the ~~Ss~~ hares to be allotted pursuant to the provisions of paragraph ( ~~aA~~ ) of this Article shall rank for participation in such distribution, bonus or rights. ~~(c)~~
(C) The ~~BoardD~~ irectors may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph ( ~~a~~ A) of this Article with full power to the ~~Board~~ Directors to make such provisions as ~~it t~~ hey think ~~s~~ fit in the case of ~~Sharess~~ hares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the ~~S~~ shareholders concerned), and no ~~S~~ shareholders who will be affected thereby shall be, and they shall be deemed not to be, a separate class of ~~Shareholders by reason only of the exercise of this power~~ shareholders for any purposes whatsoever. The ~~BoardD~~ irectors may authorise any person to enter into on behalf of all ~~Ss~~ hareholders interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned. ~~(d)~~

– 84 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(D) The Company may upon the recommendation of the ~~Board~~ Directors by Ordinary Resolution resolve in respect of any one particular ~~Dividendd~~ ividend of the Company that notwithstanding the provisions of paragraph ( ~~a~~ A) of this Article a ~~D~~ dividend may be satisfied wholly in the form of an allotment of ~~S~~ shares credited as fully paid without offering any right to ~~S~~ shareholders to elect to receive such ~~D~~ dividend in cash in lieu of such allotment. ~~(e)~~
(E) The ~~Board~~ Directors may on any occasion determine that rights of election and the allotment of ~~S~~ shares under paragraph ( ~~a~~ A) of this Article shall not be made available or made to any ~~S~~ shareholders with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of such rights of election or the allotment of ~~Ss~~ hares would or might be unlawful or impracticable or the legality or practicability of which may be time consuming or expensive to ascertain whether in absolute terms or in relation to the value of the holding of ~~S~~ shares of the ~~S~~ shareholder concerned, and in such event the provisions aforesaid shall be read and construed subject to such determination and no ~~S~~ shareholder who may be affected by any such determination shall be, and they shall be deemed not to be, a separate class of ~~S~~ shareholders for any purposes whatsoever.
The ~~Board~~ Directors may, before recommending any ~~D~~ dividend, set aside out of the profits of the Company such sums as ~~it~~ they think ~~s~~ fit as a reserve or reserves which shall, at the discretion of the ~~Board~~ Directors, be applicable for meeting claims on or liabilities of the Company or contingencies or for paying off any loan capital or for equalising ~~Dd~~ ividends or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (including in the repurchase by the Company of its own securities or the giving of any financial assistance for the acquisition of its own securities) as the ~~BoardD~~ irectors may from time to time think fit, and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The ~~BoardD~~ irectors may also without placing the same to reserve ~~,~~ carry forward any profits which ~~it~~ they may think prudent not to distribute by way of ~~Dd~~ ividend.
Unless and to the extent that the rights attached to any ~~Ss~~ hares or the terms of issue thereof otherwise provide, all ~~D~~ dividends shall (as regards any ~~Ss~~ hares not fully paid throughout the period in respect of which the ~~Dd~~ ividend is paid) be apportioned and paid pro rata according to the amounts paid or credited as paid on the ~~S~~ shares during any portion or portions of the period in respect of which the ~~D~~ dividend is paid. For the purposes of this Article no amount paid on a ~~Ss~~ hare in advance of calls ~~pursuant to Article 38s~~ hall be treated as paid on the ~~S~~ share.
( ~~aA~~ ) The ~~Board~~ Directors may retain any ~~Dd~~ ividends or other moneys payable on or in respect of a ~~S~~ share upon which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

– 85 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~b~~ B) The ~~Board~~ Directors may deduct from any ~~D~~ dividend or other money payable to any ~~S~~ shareholder all sums of money (if any) presently payable by him to the Company on account of calls, instalments or otherwise.
Any general meeting sanctioning a ~~D~~ dividend may make a call on the ~~Ss~~ hareholders of such amount as the meeting fixes, but so that the call on each ~~S~~ shareholder shall not exceed the ~~Dd~~ ividend payable to him, and so that the call shall be made payable at the same time as the ~~D~~ dividend, and the ~~Dd~~ ividend may, if so arranged between the Company and the ~~Ss~~ hareholder, be set off against the call.
A transfer of ~~Ss~~ hares shall not, as against the Company but without prejudice to the rights of the transferor and transferee inter se, pass the right to any ~~Dd~~ ividend or bonus declared thereon before the registration of the transfer.
If two (2) or more persons are registered as joint holders of any ~~S~~ share, any one of such persons may give effectual receipts for any ~~D~~ dividends and other moneys payable and bonuses, rights and other distributions in respect of such ~~S~~ shares.
Unless otherwise directed by the ~~Board~~ Directors, any ~~D~~ dividend or other moneys payable or bonuses, rights or other distributions in respect of any ~~Ss~~ hare may be paid or satisfied by cheque or warrant or certificate or other documents or evidence of title sent through the post to the registered address of the ~~S~~ shareholder entitled, or, in the case of joint holders, to the registered address of that one whose name stands first in the Register in respect of the joint holding or to such person and to such address as the holder or joint holders may in writing direct. Every cheque, warrant, certificate or other document or evidence of title so sent shall be made payable to the order of the person to whom it is sent or, in the case of certificates or other documents or evidence of title as aforesaid, in favour of the ~~S~~ shareholder(s) entitled thereto, and the payment on any such cheque or warrant by the banker upon whom it is drawn shall operate as a good discharge to the Company in respect of the ~~D~~ dividend and/or other moneys represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Every such cheque, warrant, certificate or other document or evidence of title as aforesaid shall be sent at the risk of the person entitled to the ~~D~~ dividend, money, bonus, rights and other distributions represented thereby.

– 86 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

All ~~Dd~~ ividends, bonuses or other distributions or the proceeds of the realisation of any of the foregoing unclaimed for one year after having been declared ~~by~~ may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed and, notwithstanding any entry in any books of the Company ~~may be invested or otherwise made useof by the Board for the benefit of the Company~~ or otherwise howsoever, ~~and~~ the Company shall not be constituted a trustee in respect thereof. All ~~Dd~~ ividends, bonuses or other distributions or the proceeds of the realisation of any of the foregoing unclaimed for six (6) years after having been declared may be forfeited by the ~~BoardD~~ irectors and, upon such forfeiture, shall revert to the Company and, in the case where any of the same are securities of the Company, may be re-allotted or re-issued for such consideration as the ~~BoardD~~ irectors think ~~s~~ fit and the proceeds thereof shall accrue to the benefit of the Company absolutely.

RECORD DATE

Any resolution declaring a ~~D~~ dividend or other distribution on ~~S~~ shares of any class, whether a resolution of the Company in general meeting or a resolution of the ~~BoardD~~ irectors, may specify that the same shall be payable or made to the persons registered as the holder of such ~~S~~ shares at the close of business on a particular date or at a particular time on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the ~~Dd~~ ividend or other distribution shall be payable or made to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such ~~Dd~~ ividend or other distribution between the transferors and transferees of any such ~~S~~ shares. The provisions of this Article shall mutatis mutandis apply to ~~determining the Shareholders entitled to receive notice and vote at any general meeting of the Company, b~~ onuses, capitalisation issues, distributions of realised and unrealised capital profits or other distributable reserves or accounts of the Company and offers or grants made by the Company to the ~~Shareholders.~~ shareholders. Subject to the Listing Rules, notwithstanding any other provision of these Articles, the Company or the Directors may fix any date as the record date for determining the shareholders entitled to receive Notice of and to vote at any general meeting of the Company.

DISTRIBUTION OF REALISED CAPITAL PROFITS

The Company in general meeting may at any time and from time to time resolve that any surplus moneys in the hands of the Company representing capital profits arising from moneys received or recovered in respect of or arising from the realisation of any capital assets of the Company or any investments representing the same and not required for the payment or provision of any fixed preferential ~~D~~ dividend instead of being applied in the purchase of any other capital assets or for other capital purposes be distributed amongst its ~~S~~ shareholders on the footing that they receive the same as capital and in the ~~S~~ shares and proportions in which they would have been entitled to receive the same if it had been distributed by way of ~~D~~ dividend, provided that no such surplus moneys as aforesaid shall be so distributed unless the Company will remain solvent after the distribution, or the net realisable value of the assets of the Company will after the distribution be greater than the aggregate of its liabilities, share capital and share premium account.

– 87 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

ANNUAL RETURNS

The ~~Board~~ Directors shall make or cause to be made such annual or other returns or filings as may be required to be made in accordance with the ~~Companies LawS~~ tatutes.

ACCOUNTS

The ~~Board~~ Directors shall cause ~~proper books of accountt~~ rue accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place; and of the property, assets, credits and liabilities of the Company and of all other matters required by the ~~Companies LawS~~ tatutes or necessary to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions.
The books of account shall be kept at the Head Office or at such other place or places as the ~~BoardD~~ irectors think ~~s~~ fit and shall always be open to the inspection of the Directors.
No ~~Ss~~ hareholder (not being a Director) or other person shall have any right of inspecting any account or book or document of the Company except as conferred by the ~~Companies Law~~ Statutes or ordered by a court of competent jurisdiction or authorised by the ~~BoardD~~ irectors or the Company in general meeting.
~~(a(~~ A) The ~~Board~~ Directors shall from time to time cause to be prepared and laid before the Company at its annual general meeting profit and loss accounts ~~and,~~ balance sheets ~~of the Company,~~ group accounts (if any) and ~~such other r~~ eports and ~~documents~~ , so long as ~~may be required by law and the Listing Rules. The~~ any shares in the Company are with the consent of the Company listed on The Stock Exchange of Hong Kong Limited, the accounts of the Company shall be prepared and audited based on the generally accepted accounting principles of Hong Kong, the International ~~Accounting~~ Financial Reporting Standards, or such other standards as may be permitted by the ~~HK Stock Exchanges~~ tock exchange in the Relevant Territory on which any of the shares in the Company are with the consent of the Company listed on such exchange, and the accounting principles or standards adopted shall be disclosed in the financial statements and the report of the Auditors.

– 88 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~b~~ B) ~~Subject to paragraph (c) below, every E~~ very balance sheet of the Company shall be signed on behalf of the ~~Board~~ Directors by two (2) of the Directors and a copy of every balance sheet (including every document required by law to be comprised therein or annexed thereto) and profit and loss account which is to be laid before the Company at its annual general meeting, together with a copy of the Directors’ report and a copy of the Auditors’ report thereon, shall ~~,~~ not less than twenty-one (21) days before the date of the meeting be ~~delivered or~~ sent ~~by post together with the notice of annual general meeting~~ to every ~~Shareholder~~ shareholder of, and every ~~Debenture Holder of~~ holder of debentures of, the Company and every other person entitled to receive notices of general meetings of the Company under the provisions of these Articles, provided that this Article shall not affect the operation of paragraph (C) of this Article, or require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any ~~S~~ shares or ~~D~~ debentures, but any ~~Shareholder or DebentureHolder~~ shareholder or holder of debentures to whom a copy of those documents has not been sent shall be entitled to receive a copy free of charge on application at the Head Office or the Registration Office. If all or any of the ~~Shares~~ shares or ~~Debentures~~ debentures securities of the Company shall for the time being be (with the consent of the Company) listed or dealt in on any stock exchange or market, there shall be forwarded to such stock exchange or market such number of copies of such documents as may for the time being be required under its regulations or practice.
( ~~cC~~ ) Subject to ~~the Listing Rules, the Company may send summarized financial statements to Shareholders who has, in accordance with the Listing Rules, consented~~ due compliance with the Statutes and the rules of the stock exchange in the Relevant Territory, and ~~elected t~~ o ~~receive summarized financial statementso~~ btaining all necessary consents, if any, required thereunder and such consents being in full force and effect, the requirements of Article 175(B) shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes and instead of ~~the full~~ such copies, a summary financial ~~statements. The summarizeds~~ tatement derived from the Company’s annual financial statements ~~must be accompanied by any other documents as may be required under the Listing Rules and must be sent to the Shareholders not less than twenty-one days before the general meeting to those Shareholders that have consented and elected~~ and the directors’ report thereon, which shall be in the form and containing the information required by applicable laws and regulation, provided that any person who is otherwise entitled to ~~receive~~ the ~~summarized~~ annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

– 89 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

AUDITORS

( ~~aA~~ ) The Company shall at each annual general meeting by Ordinary Resolution appoint one or more firms of auditors to hold office until the conclusion of the next annual general meeting on such terms and with such duties as may be agreed with the ~~Board~~ Directors, but if an appointment is not made, the Auditors in office shall continue in office until a successor is appointed. A Director, officer or employee of the Company or of any of its subsidiaries or a partner, officer or employee of any such Director, officer or employee shall not be appointed Auditors of the Company. The ~~BoardD~~ irectors may fill any casual vacancy in the office of Auditors (and subject to Article 176(B), an Auditor so appointed shall hold office until the next following annual general meeting of the Company and shall then be subject to appointment by the Members under this Article at such remuneration to be determined by the Members under this Article), but while any such vacancy continues the surviving or continuing Auditor or Auditors (if any) may act. The remuneration of the Auditors shall be fixed by ~~or on the authority of t~~ he Company by Ordinary Resolution in ~~the annual~~ general meeting ~~except that in any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board~~ and the remuneration of any Auditors appointed to fill any casual vacancy may be fixed by the ~~Board.(b)D~~ irectors.
(B) The ~~S~~ shareholders may, at any general meeting convened and held in accordance with these Articles, remove the Auditor or Auditors by ~~Special~~ Ordinary Resolution at any time before the expiration of the term of office and shall, by Ordinary Resolution, at that meeting appoint ~~new~~ another ~~a~~ Auditor ~~s~~ in its place for the remainder of the term.
The Auditors of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information as may be necessary for the performance of his or their duties, and the Auditors shall ~~audit~~ make a report to the shareholders on the accounts examined by them and on every balance sheet, consolidated balance sheet and consolidated profit and loss account ~~of the Company in each year and prepare an Auditors’ report thereon to be annexed thereto. Such report shalli~~ ntended to be laid before the Company in the annual general meeting during their tenure of office.

178.[No][person][other][than][the][retiring][Auditors][shall][be][appointed][as][Auditors][at][an][annual] general meeting unless notice of an intention to nominate that person to the office of Auditors has been given to the Company not less than fourteen (14) clear days before the annual general meeting, and the Company shall send a copy of any such notice to the retiring Auditors and shall give notice thereof to the ~~S~~ shareholders not less than seven (7) days before the annual general meeting provided that the above requirement for sending a copy of such notice to the retiring Auditors may be waived by notice in writing by the retiring Auditors to the Secretary.

179.[All][acts][done][by][any][person][acting][as][Auditors][shall,][as][regards][all][persons][dealing][in] good faith with the Company, be valid, notwithstanding that there was some defect in their appointment or that they were at the time of their appointment not qualified for appointment or subsequently became disqualified.

– 90 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

NOTICES

(A) ( ~~i~~ 1) ~~Except where otherwise expressly stated, any notice or document~~ Any Notice or document (including any ‘‘corporate communication’’ within the meaning ascribed thereto under the Listing Rules), whether or not to be given ~~to~~ or ~~by any person pursuant toi~~ ssued under these Articles by the Company shall be in writing or by cable, ~~to the extent permitted by the Companies Law and the Listing Rules from time to time and subject to this Article, contained in an electronic communication. A notice calling a meeting of the Board need not be in writing.(ii) Except where otherwise expressly stated, any notice ort~~ elex or facsimile transmission message or other form of electronic transmission or electronic communication and any such Notice and document ~~to~~ may be given ~~to~~ or issued by ~~any person pursuant to these Articles (including any corporate communications within the meaning ascribed thereto under the Listing Rules) may be served on or delivered to any Shareholder either~~ the following means:
(a) by serving it personally ~~or~~ on the relevant person;
(b) by sending it through the post in a prepaid envelope ~~or wrapper a~~ ddressed to such ~~S~~ shareholder at his registered address as appearing in the ~~r~~ Register or ~~by~~ at any other address supplied by him to the Company for the purpose;
(c) by delivering or leaving it at ~~thats~~ uch address ~~addressed to the Shareholder or by any other means authorised in writing by the Shareholder concerned or (other than share certificate) by publishing it by way ofa~~ s aforesaid;
(d) by placing an advertisement in ~~the~~ appropriate Newspapers ~~.~~ or other publication and where applicable, in accordance with the requirements of the stock exchange in the Relevant Territory;
(e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 180(A)(5), subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person;
(f) by publishing it on the Company’s website to which the relevant person may have access, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person and/or for giving notification to any such person stating that the notice, document or publication is available on the Company’s computer network website (a ‘‘notice of availability’’); or

– 91 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(g) by sending or otherwise making it available to such person through such other means to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations.
(2) The notice of availability may be given by any of the means set out above other than by posting it on a website.
(3) In the case of joint holders of a share ~~,~~ all notices shall be given to that one of the joint holders whose name stands first in the ~~r~~ Register and notice so given shall be deemed a sufficient ~~notices~~ ervice on or delivery to all the joint holders. ~~Without limiting the generality of the foregoing but subject to the Companies Law and the Listing Rules, a notice or document may be served or delivered by the Company to any Shareholder by electronic means to such address as may from time to time be authorised by the Shareholder concerned or by publishing it on a website and notifying the Shareholder concerned that it has been so published.~~
~~(iii~~ 4) ~~Any such notice or document may be served or delivered by the Company by reference to the register as it stands at any time not more than fifteen days before the date of service or delivery. No change in the register after that time shall invalidate that service or delivery. Where any notice or document is served or delivered to any person in respect of a share in accordance with these Articles, no person deriving any title or interest in that share shall be entitled to any further service or delivery of that notice or document.~~

Every person who, by operation of law, transfer, transmission, or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share, which, previously to his name and address (including electronic address) being entered in the Register as the registered holder of such share, shall have been duly given to the person from whom he derives title to such share.

~~(B)(i) Any notice or document required to be sent to or served upon the Company, or upon any officer of the Company, may be sent or served by leaving the same or sending it through the post in a prepaid envelope or wrapper addressed to the Company or to such officer at the Head Office or Registered Office.~~

~~(ii) The Board may from time to time specify the form and manner in which a notice may be given to the Company by electronic means, including one or more addresses for the receipt of an electronic communication, and may prescribe such procedures as they think fit for verifying the authenticity or integrity of any such electronic communication. Any notice may be given to the Company by electronic means only if it is given in accordance with the requirements specified by the Board.~~

– 92 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(5) Every shareholder or a person who is entitled to receive notice from the Company under the provisions of the Statutes or these Articles may register with the Company an electronic address to which notices can be served upon him.
(6) Subject to any applicable laws, rules and regulations and the terms of these Articles, any notice, document or publication, including but not limited to the documents referred to in Articles 175(B), 175(C) and 180 may be given in the English language only or in both the English language and the Chinese language.

(B) Any Notice or other document:

(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Directors that the envelope or wrapper containing the Notice or other document was so addressed and put into the post shall be conclusive evidence thereof;
(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice placed on the Company’s website or the website of the stock exchange in the Relevant Territory, is deemed given by the Company to a shareholder on the day following that on which a notice of availability is deemed served on the shareholder;
(c) if published on the Company’s website, shall be deemed to have been served on the day on which the notice, document or publication first so appears on the Company’s website to which the relevant person may have access or the day on which the notice of availability is deemed to have been served or delivered to such person under these Articles, whichever is later;
(d) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission or publication; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Directors as to the act and time of such service, delivery, despatch or transmission or publication shall be conclusive evidence thereof; and

– 93 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

  - (e) if published as an advertisement in a Newspaper or other publication permitted under these Articles, shall be deemed to have been served on the day on which the advertisement first so appears.

( ~~aA~~ ) Any ~~S~~ shareholder whose registered address is outside the Relevant Territory may notify the Company in writing of an address in the Relevant Territory which for the purpose of service of notice shall be deemed to be his registered address. Where the registered address of the ~~Ss~~ hareholder is outside the Relevant Territory, notice, if given through the post, shall be sent by prepaid airmail letter where available.
( ~~b~~ B) Any ~~S~~ shareholder who fails (and, where a ~~S~~ share is held by joint holders, where the first joint holder named on the ~~r~~ Register fails) to supply his registered address or electronic address (as the case may be) or a correct registered address or electronic address (as the case may be) to the Company for service of notices and documents on him shall not (and where a ~~S~~ share is held by joint holders, none of the other joint holders whether or not they have supplied a registered address or electronic address (as the case may be) shall) be entitled to service of any notice or documents by the Company and any notice or document which is otherwise required to be served on him may, if the ~~Board~~ Directors in ~~itst~~ heir absolute discretion so elect ~~s~~ (and subject to them re-electing otherwise from time to time), be served, in the case of notices, by displaying a copy of such notice conspicuously at the Registered Office and the Head Office or, if the ~~Board~~ Directors see ~~s~~ fit, by advertisement in the Newspapers, and, in the case of documents, by posting up a notice conspicuously at the Registered Office and the Head Office addressed to such ~~Ss~~ hareholder which notice shall state the address within the Relevant Territory at which he may obtain a copy of the relevant document, or by displaying or otherwise making available the relevant notice or document on the Company’s website and stating the address within the Relevant Territory at which he may obtain a copy of the notice or document. Any notice or document served in the manner so described ~~which s~~ hall be sufficient service as regards ~~S~~ shareholders with no registered or electronic address (as the case may be) or incorrect addresses, provided that nothing in this paragraph ( ~~b~~ B) shall be construed as requiring the Company to serve any notice or document on any ~~S~~ shareholder with no or an incorrect registered address or electronic address (as the case may be) for the service of notice or document on him or on any ~~S~~ shareholder other than the first named on the register of members of the Company.

– 94 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

( ~~c~~ C) If on three (3) consecutive occasions notices or other documents have been sent through the post to any ~~Shareholder (or, in the case of joint holders of a share,~~ shareholder (or, in the case of joint holders of shares, the first holder named on the ~~r~~ Register) at his registered address ~~but have been returned undelivered, such Shareholder (and, in the case of joint holders of a Share,~~ or by electronic means to his electronic address or website (in the event that the shareholder concerned has elected for service of any notice or document at this electronic address or website pursuant to Article 180) but have been returned undelivered, such shareholder (and, in the case of joint holders of a share, all other joint holders of the share) shall not thereafter be entitled to receive or be served (save as the ~~BoardD~~ irectors may elect otherwise pursuant to paragraph ( ~~b~~ B) of this Article) and shall be deemed to have waived the service of notices and other documents from the Company until he shall have communicated with the Company and supplied in writing a new registered address or electronic address (in the event that the shareholder concerned has elected for service of any notice or document at his electronic address or website pursuant to Article 180) for the service of notices on him. ~~182. Any~~
(D) Notwithstanding any election by a Member, if the Company is advised that the sending of any notice or other document ~~, if sent by mail, postage prepaid, shall be deemed to have been served or delivered on the day following that on which the letter, envelope, or wrapper containing~~ to any electronic address supplied by a shareholder may or might infringe the law of any relevant jurisdiction, or if the Company cannot verify the location of the server at which the electronic address of the Member is located, the Company may in lieu of the sending of any notice or other document to the electronic address supplied by the shareholder concerned, place the same ~~is put into~~ on the ~~post. In proving such service it shall be sufficient to prove that the letter, envelope or wrapper containing the notice or document was properly addressedC~~ ompany’s website, and any such placement shall be deemed effective service on the shareholder, and ~~put into t~~ he ~~post as prepaid mail. Any~~ relevant notice ~~or~~ and document ~~not sent by post but left by the Company at a registered address s~~ hall be deemed to ~~have beenb~~ e served ~~or delivered on the day it was so left. Anyo~~ n the shareholder on which the same is first placed on the Company’s website.
(E) Notwithstanding any election by a Member from time to time to receive any notice or document ~~, if sent by electronic means (including~~ through ~~any relevant system), shall be deemed to have been given on the day following that on which the electronic communication was sent by or on behalf of the Company. Any notice or document served or delivered by the Company by any other means authorised in writing by the Shareholder concerned shall be deemed to have been served when the Company has carried out the action it has been authorised to take for that purpose. Any notice or other document published by way of advertisement or on a website shall be deemed to have been served or delivered on the day it was so published.~~ electronic means, such Member may, at any time require the Company to send to him, in addition to an electronic copy thereof a printed copy of any notice or document which he, in his capacity as shareholder, is entitled to receive.

– 95 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

182. Intentionally Deleted

A notice or document may be given by the Company to the person entitled to a ~~S~~ share in consequence of the death, mental disorder, bankruptcy or liquidation of a ~~Ss~~ hareholder by sending it by electronic means or through the post in a prepaid envelope or wrapper addressed to him by name, or by the title of representative of the deceased, the trustee of the bankrupt or the liquidatio ~~r~~ n of the ~~S~~ shareholder, or by any like description, at the address (including electronic address), if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice or document in any manner in which the same might have been given if the death, mental disorder, bankruptcy or winding up had not occurred.
Any person who by operation of law, transfer or other means whatsoever shall become entitled to any ~~S~~ share shall be bound by every notice in respect of such share which prior to his name and address being entered on the ~~r~~ Register shall have been duly served or deemed to have been duly served to the person from whom he derives his title to such share.
Any notice or document delivered or sent by post or electronic means to, or left at the registered address of any ~~S~~ shareholder in pursuance of these Articles, shall notwithstanding that such ~~Ss~~ hareholder be then deceased, bankrupt or wound up and whether or not the Company has notice of his death, bankruptcy or winding up, be deemed to have been duly served in respect of any registered ~~Ss~~ hares whether held solely or jointly with other persons by such ~~Ss~~ hareholder until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice or document on his personal representatives and all persons (if any) jointly interested with him in any such ~~S~~ shares.
The signature to any notice or document to be given by the Company may be written or printed.

INFORMATION

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

WINDING UP

~~Subject to the Companies Law, a~~ A resolution that the Company be wound up by the Court or be wound up voluntarily shall be passed by way of a Special Resolution.

– 96 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

If the Company shall be wound up, the surplus assets remaining after payment to all creditors shall be divided among the ~~Ss~~ hareholders in proportion to the capital paid up on the ~~Ss~~ hares held by them respectively, and if such surplus assets shall be insufficient to repay the whole of the paid up capital, they shall be distributed, subject to the rights of any ~~S~~ shares which may be issued on special terms and conditions, so that, as nearly as may be, the losses shall be borne by the ~~Ss~~ hareholders in proportion to the capital paid on the ~~S~~ shares held by them respectively.
If the Company shall be wound up ( ~~in whatever manner w~~ hether the liquidation is voluntary or ordered or sanction by the court) the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Companies ~~LawA~~ ct, divide among the ~~Ss~~ hareholders in specie or kind the whole or any part of the assets of the Company whether the assets shall consist of property of one kind or shall consist of properties of different kinds and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the ~~Ss~~ hareholders or different classes of ~~S~~ shareholders and the ~~Ss~~ hareholders within each class. The liquidator may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of ~~Ss~~ hareholders as the liquidator, with the like sanction, shall think fit, but so that no ~~S~~ shareholder shall be compelled to accept any ~~S~~ shares or other assets upon which there is a liability.

INDEMNITY

The Directors, Managing Directors, alternate Directors, Auditors, Secretary and other officers for the time being of the Company and the trustees (if any) for the time being acting in relation to any of the affairs of the Company, and their respective executors or administrators, shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their executors or administrators, shall or may incur or sustain by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain through their own fraud or dishonesty, and none of them shall be answerable for the acts, receipts, neglects or defaults of any other of them, or for joining in any receipt for the sake of conformity, or for any bankers or other persons with whom any moneys or effects of the Company shall be lodged or deposited for safe custody, or for the insufficiency or deficiency of any security upon which any moneys of the Company shall be placed out or invested, or for any other loss, misfortune or damage which may arise in the execution of their respective offices or trusts, or in relation thereto, except as the same shall happen by or through their own fraud ~~, dishonest,~~ or ~~recklessness~~ dishonesty. The Company may take out and pay the premium and other moneys for the maintenance of insurance, bonds and other instruments for the benefit either of the Company or the Directors (and/or other officers) or any of them to indemnify the Company and/or the Directors (and/or other officers) named therein for this purpose against any loss, damage, liability and claim which they may suffer or sustain in connection with any breach by the Directors (and/or other officers) or any of them of their duties to the Company.

– 97 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

UNTRACEABLE SHAREHOLDERS

192.[The][Company][may][exercise][the][power][to][cease][sending][cheques][for] ~~[D][d]~~[i][vidend] entitlements or ~~D~~ dividend warrants ~~by post if~~ after two (2) consecutive occasions on which such cheques or warrants ~~remain~~ have been left uncashed ~~on 2 consecutive occasions o~~ r after the first occasion on which such a cheque or warrant is returned undelivered. The provisions of this Article shall apply to certificates of and other documents or evidence of title to, and proceeds of realisation of, distributions on shares other than money.

193.[(] ~~[a][A]~~[) The][Company][shall][have][the][power][to][sell,][in][such][manner][as][the] ~~[Board]~~[Directors] think ~~s~~ fit, any ~~Ss~~ hares of a ~~Ss~~ hareholder who is untraceable, but no such sale shall be made unless:

  - (i) during the period of twelve (12) years prior to the date of publication of the advertisements referred to in sub-paragraph (ii) below (or, if published more than once, the first thereof) at least three (3 ~~Dividends~~ ) dividends or other distributions in respect of the ~~Ss~~ hares in question have become payable or been made and no ~~Dd~~ ividend or other distribution in respect of the ~~Shares during that periods~~ hares has been claimed;

  - (ii) the Company has caused an advertisement to be inserted in the Newspapers of its intention to sell such ~~S~~ shares and a period of three (3) months has elapsed since the date of such advertisement (or, if published more than once, the first thereof);

  - (iii) the Company has not at any time during the said periods of twelve (12) years and three (3) months received any indication of the existence of the shareholder who is the holder of such ~~Sharess~~ hares or of a person entitled to such ~~S~~ shares by death, bankruptcy or operation of law; and

  - (iv) the Company has notified the ~~HK Stock Exchange~~ stock exchange in the Relevant Territory of its intention of such sale.

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

– 98 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

DESTRUCTION OF DOCUMENTS

194. The Company may destroy:

(a) any share certificate which has been cancelled at any time after the expiry of one year from the date of such cancellation;
(b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date on which such mandate, variation, cancellation or notification was recorded by the Company;
(c) any instrument of transfer of ~~S~~ shares which has been registered at any time after the expiry of six (6) years from the date of registration; and
(d) any other document, on the basis of which any entry in the ~~Registerr~~ egister of members of the Company is made, at any time after the expiry of six (6) years from the date on which an entry in the Register was first made in respect of it;

and it shall conclusively be presumed in favour of the Company that every ~~S~~ share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company ~~provided~~ . Provided always that:

(i) the foregoing provisions of this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;
(ii) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (i) above are not fulfilled; and
(iii) references in this Article to the destruction of any document include reference to its disposal in any manner.

– 99 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

SUBSCRIPTION RIGHT RESERVE

The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the ~~Companies LawS~~ tatutes:
( ~~aA~~ ) If, so long as any of the rights attaching to any warrants issued by the Company to subscribe for ~~Shares~~ shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions applicable under the terms and conditions of the warrants, would reduce the subscription price to below the par value of a ~~S~~ share, then the following provisions shall apply:
- (i) as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Article) maintain in accordance with the provisions of this Article a reserve (the ‘‘Subscription Right Reserve’’) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal amount of the additional ~~S~~ shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (iii) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Right Reserve in paying up in full the amount of the shortfall referred to in sub-paragraph (iii) in respect of such additional ~~Ss~~ hares as and when the same are allotted;
- (ii) the Subscription Right Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than the share premium account) have been extinguished and will then only be used to make good losses of the Company if and so far as is required by law;
- (iii) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of ~~S~~ shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising ~~warrant holderw~~ arrantholder, credited as fully paid, such additional nominal amount of ~~Ss~~ hares as is equal to the shortfall between:
  - (aa) the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and

– 100 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

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

  - (cc) immediately upon such exercise so much of the sum standing to the credit of the Subscription Right Reserve as is required to pay up in full such additional nominal amount of ~~S~~ shares shall be capitalised and applied in paying up in full such additional nominal amount of ~~Ss~~ hares which shall forthwith be allotted credited as fully paid to the exercising ~~warrant holderw~~ arrantholder; and

(iv) if upon the exercise of the subscription rights represented by any warrant the amount standing to the credit of the Subscription Right Reserve is not sufficient to pay up in full such additional nominal amount of ~~Ss~~ hares equal to such shortfall as aforesaid to which the exercising ~~warrant holder~~ warrantholder is entitled, the ~~BoardD~~ irectors shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted or not prohibited by law, ~~the~~ share premium account) for such purpose until such additional nominal amount of ~~Ss~~ hares is paid up and allotted as aforesaid and until then no ~~Dd~~ ividend or other distribution shall be paid or made on the fully paid ~~Shares~~ shares of the Company then in issue. Pending such payment up and allotment, the exercising ~~warrant holder~~ warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of ~~S~~ shares. The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one ~~Ss~~ hare in the like manner as the ~~S~~ shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the ~~BoardD~~ irectors may think fit and adequate particulars thereof shall be made known to each relevant exercising ~~warrant holderw~~ arrantholder upon the issue of such certificate.
( ~~b~~ B) Shares allotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other ~~S~~ shares allotted or which ought to be allotted on the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in paragraph ( ~~a~~ A) of this Article, no fraction of any ~~S~~ share shall be allotted on exercise of the subscription rights.
( ~~cC~~ ) The provisions of this Article as to the establishment and maintenance of the Subscription Right Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating, the provisions for the benefit of any ~~warrant holderw~~ arrantholder or class of ~~warrant holderw~~ arrantholders under this Article without the sanction of a Special Resolution of such warrant holder(s) or class of warrant holders.

– 101 –

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

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

STOCK

The following provisions shall have effect at any time and from time to time ~~provided~~ that they are not prohibited by or inconsistent with the ~~Companies Law~~ Statutes:
( ~~ai~~ ) The Company may by Ordinary Resolution convert any fully paid ~~Ss~~ hares into stock, and may from time to time by like resolution reconvert any stock into fully paid ~~S~~ shares of any denomination.
( ~~b~~ ii) The holders of stock may transfer the same or any part thereof in the same manner, and subject to the same regulations as and subject to which the ~~Ss~~ hares from which the stock arose might prior to conversion have been transferred or as near thereto as circumstances admit, but the ~~Board~~ Directors may from time to time, if ~~it~~ they think ~~s~~ fit, fix the minimum amount of stock transferable and restrict or prohibit the transfer of fractions of that minimum, but so that such minimum shall not exceed the nominal amount of the ~~S~~ shares from which the stock arose. No warrants to bearer shall be issued in respect of any stock.
( ~~ci~~ ii) The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards ~~Dd~~ ividends, participation in assets on a winding up, voting at meetings, and other matters, as if they held the ~~S~~ shares from which the stock arose, but no such rights, privileges or advantages (except participation in the ~~D~~ dividends and profits and in the assets on winding up of the Company) shall be conferred by an amount of stock which would not, if existing in ~~Ss~~ hares, have conferred such rights, privileges or advantages.
( ~~d~~ iv) Such of the provisions of these Articles as are applicable to fully paid ~~S~~ shares shall apply to stock, and the words ‘‘ ~~S~~ share’’ and ‘‘ ~~Ss~~ hareholder’’ herein shall include ‘‘stock’’ and ‘‘stockholder’’ and ‘‘member’’.

FINANCIAL YEAR

Unless otherwise determined by the Directors, the financial year end of the Company shall be 31[st] December in each year.

– 102 –

NOTICE OF AGM

==> picture [79 x 51] intentionally omitted <==

BC TECHNOLOGY GROUP LIMITED BC 科技集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 863)

NOTICE IS HEREBY GIVEN that the annual general meeting of BC Technology Group Limited (the ‘‘Company’’) will be held at 39/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on 29 June 2022, Wednesday at 10:00 a.m. to consider and, if thought fit, to pass with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

To receive and adopt the audited financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the ‘‘Directors’’) and the auditors of the Company for the year ended 31 December 2021;
To re-appoint PricewaterhouseCoopers as independent auditor of the Company and to authorise the board of Directors to fix their remuneration;
(a) To re-elect Mr. Ko Chun Shun, Johnson as an executive Director;
(b) To re-elect Mr. Tiu Ka Chun, Gary as an executive Director;
(c) To re-elect Mr. Tai Benedict as an independent non-executive Director; and
(d) To authorise the board of Directors to fix the Directors’ remuneration.
To consider as special business and, if thought fit, pass with or without amendments the following resolution as a ordinary resolution:

‘‘THAT:

(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 (the ‘‘Share’’) each in the share capital of the Company or securities convertible into such shares or options, warrants, or similar right to subscribe for any Shares or convertible securities of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

– 103 –

NOTICE OF AGM

(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional Shares) during or after the end of the Relevant Period;
(c) the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any options granted under any share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any eligible persons thereunder of shares or rights to subscribe for Shares; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part a dividend pursuant to the articles of association of the Company (the ‘‘Articles of Association’’) from time to time; or (iv) an issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed 20% of the number of the issued shares of the Company as at the time of passing this resolution, and the said approval shall be limited accordingly; and
(d) for the purpose of this Resolution, ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or
(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

– 104 –

NOTICE OF AGM

‘‘Rights Issue’’ means an offer of Shares open for a period fixed by the Company or the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions 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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).’’

SPECIAL RESOLUTION

To consider as special business and, if thought fit, pass with or without amendments the following resolution as a special resolution:

‘‘THAT the existing amended and restated memorandum and articles of association of the Company be amended in the manner as set out in the circular of the Company dated 6 June 2022 (the ‘‘Circular’’) and the second amended and restated memorandum and articles of association of the Company (the ‘‘Second Amended and Restated Memorandum and Articles’’) in the form of the document marked ‘‘A’’ and produced to the meeting and for the purpose of identification initialed by the chairman of the meeting, which consolidates all the proposed amendments mentioned in the Circular, be approved and adopted in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company with immediate effect and that the directors, the company secretary and the registered office provider of the Company be and are hereby authorised to do all things necessary to implement the adoption of the Second Amended and Restated Memorandum and Articles, including but not limited to deal with all necessary filings in Hong Kong and the Cayman Islands in connection with the foregoing.’’

By Order of the Board BC Technology Group Limited Lo Ken Bon Executive Director

Hong Kong, 6 June 2022

Notes:

Any member of the Company entitled to attend and vote at the AGM is entitled to appoint one or (in respect of a member who is the holder of two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.
A proxy form of the AGM is enclosed. If the appointer is a corporation, the proxy form must be made under its seal or under the hand of an officer or attorney duly authorized on its behalf.
Where there are joint registered holders of any shares, any one of such persons may vote at the AGM (or any adjournment thereof), either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders by present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

– 105 –

NOTICE OF AGM

In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours (i.e. 10:00 a.m. on Monday, 27 June 2022) before the time appointed for holding the AGM or any adjournment thereof.
Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
As at the date of this notice, the executive Directors are Mr. Lo Ken Bon, Mr. Ko Chun Shun, Johnson, Mr. Tiu Ka Chun, Gary, Mr. Madden Hugh Douglas and Mr. Chapman David James, and the independent nonexecutive Directors are Mr. Chau Shing Yim, David, Mr. Chia Kee Loong, Lawrence and Mr. Tai Benedict.
If tropical cyclone warning signal no. 8 or above, ‘‘extreme conditions’’ caused by super typhoons or a black rainstorm warning is in effect at any time after 7:00 a.m. on Wednesday, 29 June 2022, the meeting will be adjourned and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

– 106 –

AI assistant

OSL Group Limited — Proxy Solicitation & Information Statement 2022

49522_rns_2022-06-06_8b0b25fd-b9ec-4973-9e7f-bdc08080e301.pdf

BC TECHNOLOGY GROUP LIMITED BC 科技集團有限公司

PROPOSALS FOR

(1) GRANT OF GENERAL MANDATE TO ISSUE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) PROPOSED AMENDMENT OF THE EXISTING MEMORANDUM AND ARTICLES AND ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES; AND

(4) NOTICE OF AGM

PRECAUTIONARY MEASURES FOR THE AGM

RESPONSIBILITY STATEMENT

DEFINITIONS

DEFINITIONS

BC TECHNOLOGY GROUP LIMITED BC 科技集團有限公司

(Stock Code: 863)

PROPOSALS FOR

(1) GRANT OF GENERAL MANDATE TO ISSUE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) PROPOSED AMENDMENT OF THE EXISTING MEMORANDUM AND ARTICLES AND ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES; AND (4) NOTICE OF AGM

1. INTRODUCTION

2. GENERAL MANDATE TO ISSUE SHARES

3. RE-ELECTION OF RETIRING DIRECTORS

PROPOSED ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

RECOMMENDATION

THE COMPANIES ACT (AS REVISED)

BC Technology Group Limited

BC科 技 集 團 有 限 公 司

~~BRANDING CHINA GROUP LIMITED 品 牌 中 國 集 團 有 限 公 司~~

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

THE COMPANIES ~~LAWA~~ CT ( ~~2011 RevisionA~~ S REVISED) EXEMPTED COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF ~~BRANDING CHINA GROUP LIMITED 品牌中國~~

BC Technology Group Limited BC科 技 集 團 有 限 公 司

PRELIMINARY

SHARES, WARRANTS AND MODIFICATION OF RIGHTS

APPENDIX II

INITIAL AND ALTERATIONS OF CAPITAL

APPENDIX II

PURCHASE OF OWN SECURITIES

REGISTER OF SHAREHOLDERS AND SHARE CERTIFICATES

LIEN

CALLS ON SHARES

TRANSFER OF SHARES

TRANSMISSION OF SHARES

FORFEITURE OF SHARES

GENERAL MEETINGS

PROCEEDINGS AT GENERAL MEETINGS

71C. If it appears to the chairman of the general meeting that:

VOTES OF SHAREHOLDERS

REGISTERED OFFICE

BOARD OF DIRECTORS

APPOINTMENT AND ROTATION OF DIRECTORS

BORROWING POWERS

MANAGING DIRECTORS, ETC.

MANAGEMENT

MANAGERS

CHAIRMAN AND OTHER OFFICERS

PROCEEDINGS OF THE DIRECTORS

MINUTES AND CORPORATE RECORDS

SECRETARY

GENERAL MANAGEMENT AND USE OF THE SEAL

AUTHENTICATION OF DOCUMENTS

CAPITALISATION OF RESERVES

DIVIDENDS AND RESERVES

RECORD DATE

DISTRIBUTION OF REALISED CAPITAL PROFITS

ANNUAL RETURNS

ACCOUNTS

AUDITORS

NOTICES

(B) Any Notice or other document:

182. Intentionally Deleted

INFORMATION

WINDING UP

INDEMNITY

UNTRACEABLE SHAREHOLDERS

DESTRUCTION OF DOCUMENTS

194. The Company may destroy:

SUBSCRIPTION RIGHT RESERVE

STOCK

FINANCIAL YEAR

BC TECHNOLOGY GROUP LIMITED BC 科技集團有限公司

OSL Group Limited Proxy Solicitation & Information Statement 2022

BC科技集團有限公司

BRANDING CHINA GROUP LIMITED 品牌中國集團有限公司

THE COMPANIES LAWA CT ( 2011 RevisionA S REVISED) EXEMPTED COMPANY LIMITED BY SHARES

OF BRANDING CHINA GROUP LIMITED 品牌中國

BC Technology Group Limited BC科技集團有限公司