Persistence Gold Group Ltd — AGM Information 2022

Oct 26, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your securities in APAC Resources Limited, you should at once hand this circular, together with the accompanying form of proxy and the 2022 Annual Report, to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

APAC RESOURCES LIMITED

亞 太 資 源 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

PROPOSALS FOR

(1) RE-ELECTION OF DIRECTORS

(2) GENERAL MANDATES TO ISSUE SECURITIES AND TO REPURCHASE SHARES

(3) ADOPTION OF NEW BYE-LAWS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of APAC Resources Limited to be held at Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 1 December 2022 at 10:00 a.m. is set out on pages 42 to 46 of this circular. Whether or not you are able to attend the said meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment or postponement thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment or postponement thereof if you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 1 of this circular for measures being taken to try to prevent and control the spread of the Novel Coronavirus (‘‘COVID-19’’) at the Annual General Meeting (‘‘AGM’’), including:

. compulsory body temperature checks for each attendee

. compulsory wearing of surgical face masks throughout the meeting for each attendee

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine or medical surveillance or testing requirement or direction and has not tested negative on the date of the AGM or has close contact with any person with confirmed case or under quarantine may be denied entry into the AGM venue. The Company strongly encourages its shareholders to consider appointing the Chairman of the AGM as his/her proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

• For identification purpose only

27 October 2022

CONTENTS

	Page
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General Mandates to Issue Securities and to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . .	6
Adoption of New Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I — Details of Retiring Directors proposed to be re-elected . . . . . . . . . . . . . .	9
Appendix II — Explanatory Statement as to Repurchase Mandate . . . . . . . . . . . . . . . . .	13
Appendix III — Changes introduced by the New Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Appendix IV — Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42

– i –

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to reduce the chance of infection and exposure for the attendees:

• (i) Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendees at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue and be asked to leave the AGM venue.

• (ii) All Shareholders, proxies and other attendees who (a) are, or have been in close contact with any person who is, subject to any Hong Kong Government prescribed compulsory quarantine; (b) are subject to any Hong Kong Government prescribed medical surveillance or testing requirement or direction and have not tested negative; (c) have, or have been in close contact with anyone who has, contracted COVID-19, has been tested preliminarily positive of COVID-19 or are suspected of contracting COVID-19; or (d) have any flu-like symptoms, may be denied entry into the AGM venue and be asked to leave the AGM venue.

• (iii) All Shareholders, proxies and other attendees are required to wear surgical face masks inside the AGM venue at all times. Any person who does not comply with this requirement may be denied entry into the AGM venue and be asked to leave the AGM venue. A safe distance between seats is also recommended.

To the extent permitted under the laws of Hong Kong, 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 to be consistent with recent COVID-19 guidelines for prevention and control of COVID-19, it is possible that Shareholders and/or their representatives may not be able to attend in person at the AGM venue. 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 to attending the AGM in person, Shareholders are strongly encouraged to consider appointing the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM by submitting form of proxy with voting instructions inserted.

The form of proxy for the AGM is enclosed with this circular. Alternatively, the form of proxy can be downloaded from the Company’s website at www.apacresources.com and the website of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) at www.hkexnews.hk. If you are not a registered Shareholder (if your shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

Due to the ever-evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders are advised to check the Stock Exchange’s website at www.hkexnews.hk or the Company’s website at www.apacresources.com for further announcements and updates on the AGM arrangements that may be issued.

– 1 –

DEFINITIONS

In this circular (other than in the AGM Notice), the following expressions have the following meanings unless the context otherwise requires:

• ‘‘Act’’ the Companies Act 1981 of Bermuda;

‘‘AGL’’ Allied Group Limited, a company incorporated in Hong Kong with limited liability and a substantial shareholder of the Company, the shares of which are listed on the main board of the Stock Exchange (Stock Code: 373);

• ‘‘AGM’’ the annual general meeting of the Company to be held at Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 1 December 2022 at 10:00 a.m. or any adjournment or postponement thereof;

• ‘‘AGM Notice’’ the notice convening the AGM as set out in Appendix IV to this circular;

• ‘‘Board’’ the board of Directors;

• ‘‘Bye-laws’’ the bye-laws of the Company;

• ‘‘Company’’ APAC Resources Limited, an exempted company incorporated in Bermuda with limited liability, the Shares of which are listed on the main board of the Stock Exchange (Stock Code: 1104);

• ‘‘Director(s)’’ the director(s) of the Company;

• ‘‘Group’’ the Company and its subsidiaries;

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong;

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

• ‘‘Issuance Mandate’’ as defined in paragraph 3(a) of the Letter from the Board in this circular;

• ‘‘Latest Practicable Date’’ 20 October 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information included herein;

‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange;

– 2 –

DEFINITIONS

• ‘‘New Bye-laws’’ the new bye-laws of the Company to be considered and approved for adoption by the Shareholders at the AGM;

• ‘‘Repurchase Mandate’’ as defined in paragraph 3(b) of the Letter from the Board in this circular;

• ‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• ‘‘Share(s)’’ ordinary share(s) of HK$1.00 each in the share capital of the Company;

• ‘‘Share Buy-backs Code’’ Hong Kong Code on Share Buy-backs;

• ‘‘Shareholder(s)’’ holder(s) of the Share(s);

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;

• ‘‘Takeovers Code’’ Hong Kong Code on Takeovers and Mergers;

• ‘‘Warrant(s)’’ warrant(s) of the Company entitling the holders thereof to subscribe at any time during the period from 7 September 2021 up to and until 4:00 p.m. on 6 October 2022 (both days inclusive) for fully paid new Shares at an initial subscription price of HK$1.20 per new Share in cash (subject to adjustments) (Warrant Code: 1074);

• ‘‘2022 Annual Report’’ annual report of the Company for the year ended 30 June 2022; and

• ‘‘%’’

per cent.

– 3 –

LETTER FROM THE BOARD

APAC RESOURCES LIMITED

亞 太 資 源 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

Executive Directors:

Mr. Brett Robert Smith (Deputy Chairman) Mr. Andrew Ferguson (Chief Executive Officer)

Non-Executive Directors:

Mr. Arthur George Dew (Chairman) (Mr. Wong Tai Chun, Mark as his alternate) Mr. Lee Seng Hui Ms. Lam Lin Chu

Independent Non-Executive Directors:

Dr. Wong Wing Kuen, Albert

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and

principal place of business: Room 2304, 23rd Floor Allied Kajima Building 138 Gloucester Road Wanchai, Hong Kong

Mr. Chang Chu Fai, Johnson Francis

Mr. Wang Hongqian

27 October 2022

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

(1) RE-ELECTION OF DIRECTORS

(2) GENERAL MANDATES TO ISSUE SECURITIES AND TO REPURCHASE SHARES

(3) ADOPTION OF NEW BYE-LAWS AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the information regarding the resolutions to be proposed at the AGM relating to, among other things, (i) the re-election of the retiring Directors; (ii) the granting to the Directors of the Issuance Mandate and the Repurchase Mandate; and (iii) the adoption of the New Bye-laws.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

Pursuant to bye-laws 87(1) and 87(2) of the Bye-laws, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation and such that each Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation 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. Any Director appointed pursuant to bye-law 86(2) of the Bye-laws shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

Pursuant to bye-law 86(2) of the Bye-laws, the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a causal vacancy on the Board or as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Shareholders in general meeting. Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election at that meeting.

Pursuant to bye-laws 87(1) and 87(2) of the Bye-laws, Mr. Brett Robert Smith, Dr. Wong Wing Kuen, Albert and Mr. Chang Chu Fai, Johnson Francis shall retire from office by rotation and, being eligible, offer themselves for re-election at the AGM.

Further, pursuant to the code provision B.2.3 of Part 2 of the Corporate Governance Code contained in Appendix 14 of the Listing Rules, if an independent non-executive director has served more than nine years, such director’s further appointment should be subject to a separate resolution to be approved by shareholders.

Dr. Wong Wing Kuen, Albert and Mr. Chang Chu Fai, Johnson Francis have served as Independent Non-Executive Directors for more than nine years and being eligible, will stand for re-election at the AGM. The Company has received from each of Dr. Wong and Mr. Chang an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules and the nomination committee of the Board has assessed their independence. In the process of assessing the independence of Dr. Wong and Mr. Chang, the nomination committee has considered (i) the factors under Rule 3.13 of the Listing Rules; (ii) whether Dr. Wong and Mr. Chang are capable of bringing fresh perspectives and independent judgment to the Board despite their familiarity with the Company’s affairs and management; and (iii) the fact that neither Dr. Wong nor Mr. Chang has any management roles in the Group nor any relationships with any Director, senior management or substantial or controlling shareholder of the Company. Based on the above criteria and upon due deliberation, the nomination committee considered that Dr. Wong and Mr. Chang had exercised

– 5 –

LETTER FROM THE BOARD

impartial judgment and given independent guidance to the Company during their tenures of office, and their long service would not affect their ability to bring fresh perspectives and the exercise of independent judgment in their independent scope of work. As such, the nomination committee is satisfied that Dr. Wong and Mr. Chang remain able to continue to independently fulfill their role as Independent Non-Executive Directors and recommends the same to the Board. The Board concurs with the view of the nomination committee and therefore recommends the re-election of Dr. Wong and Mr. Chang as Independent Non-Executive Directors notwithstanding the fact that they have served the Company for more than nine years.

Pursuant to Rule 13.74 of the Listing Rules, the issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. Brief biographical details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.

3. GENERAL MANDATES TO ISSUE SECURITIES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 2 December 2021, ordinary resolutions were passed for the granting of general mandates to the Directors, inter alia,

• (i) to allot, issue or otherwise deal with additional securities of the Company of up to 20% of the total number of Shares in issue as at that date (the ‘‘Existing Issuance Mandate’’); and

• (ii) to repurchase Shares and outstanding Warrants on the Stock Exchange of up to 10% of the total number of Shares in issue and 10% of the total number of outstanding Warrants respectively as at that date (the ‘‘Existing Repurchase Mandate’’).

The Existing Issuance Mandate and the Existing Repurchase Mandate will lapse upon the conclusion of the AGM. The Directors consider that the Existing Issuance Mandate and the Existing Repurchase Mandate increase the flexibility in dealing with the Company’s affairs and are in the interests of both the Company and the Shareholders as a whole, and that the same shall continue to be adopted by the Company.

It will therefore be proposed at the AGM to approve the granting of new general mandates to the Directors to exercise the powers of the Company:

• (a) to allot, issue or otherwise deal with additional securities of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares and other rights of subscription for or conversion into Shares, of up to 20% of the total number of Shares in issue as at the date of passing of such resolution (the ‘‘Issuance Mandate’’); and

• (b) to repurchase Shares on the Stock Exchange of up to 10% of the total number of Shares in issue as at the date of passing of such resolution (the ‘‘Repurchase Mandate’’).

– 6 –

LETTER FROM THE BOARD

Subject to the passing of the proposed resolution in respect of the granting of the Issuance Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, a maximum of 260,497,104 new Shares, representing 20% of the total number of Shares in issue as at the Latest Practicable Date, shall be allotted, issued or otherwise dealt with under the Issuance Mandate.

The Issuance Mandate and the Repurchase Mandate will continue to be in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in the proposed ordinary resolutions 5 and 6 as set out in the AGM Notice. A resolution authorising the extension of the Issuance Mandate to include the total number of such Shares repurchased (if any) under the Repurchase Mandate will be proposed as ordinary resolution 7 as set out in the AGM Notice. With reference to the Issuance Mandate and the Repurchase Mandate, the Directors wish to state that they have no immediate plan to issue any securities of the Company or to repurchase any Shares pursuant thereto.

An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Repurchase Mandate is set out in Appendix II to this circular.

4. ADOPTION OF NEW BYE-LAWS

Reference is made to the announcement of the Company dated 27 September 2022. The Board proposes to amend the existing Bye-laws, among other things, to conform to the core shareholder protection standards as set out in Appendix 3 of the Listing Rules. Other amendments to the existing Bye-laws are also proposed to reflect certain amendments in the applicable laws of Bermuda and the Listing Rules and make other minor consequential and tidying-up amendments for house-keeping purposes. As such, the Board proposes to adopt the New Bye-laws in substitution for, and to the exclusion of, the existing Bye-laws.

The proposed changes introduced by the New Bye-laws are set out in Appendix III to this circular.

Shareholders are advised that the New Bye-laws are in English only and that the Chinese translation of the ‘‘Changes introduced by the New Bye-laws’’ contained in Appendix III to this circular is for reference only. In case of inconsistency, the English version shall prevail.

The legal advisers to the Company as to Hong Kong laws have confirmed that the proposed New Bye-laws comply with the requirements of the Listing Rules and the legal advisers to the Company as to Bermuda laws have confirmed that the proposed New Bye-laws do not violate the applicable laws of Bermuda. The Company confirms that there is nothing unusual about the proposed New Bye-laws.

The proposed adoption of the New Bye-laws is subject to the approval of the Shareholders by way of a special resolution at the AGM, details of which are set out in the proposed special resolution 8 in the AGM Notice.

– 7 –

LETTER FROM THE BOARD

5. ANNUAL GENERAL MEETING

The AGM Notice is set out in Appendix IV to this circular. A copy of the 2022 Annual Report is despatched to the Shareholders together with this circular. At the AGM, ordinary resolutions will be proposed to approve, inter alia, the re-election of the retiring Directors and the granting of the Issuance Mandate and the Repurchase Mandate, and a special resolution will be proposed to approve the adoption of the New Bye-laws.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all resolutions to be proposed at the AGM as set out in the AGM Notice shall be voted by poll. An announcement on the results of the vote by poll will be made by the Company after the AGM in the manner prescribed under Rules 13.39(5) and 13.39(5A) of the Listing Rules.

A form of proxy for the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment or postponement thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment or postponement thereof if you so wish.

6. RECOMMENDATION

The Directors consider that (i) the proposed ordinary resolutions for approval of the re-election of the retiring Directors, the grant of the Issuance Mandate and the Repurchase Mandate, and the extension of the Issuance Mandate to include the total number of such Shares repurchased (if any) under the Repurchase Mandate; and (ii) the proposed special resolution for approval of the adoption of the New Bye-laws, are each in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

7. GENERAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular. The English text of this circular shall prevail over the Chinese text.

Yours faithfully, By Order of the Board APAC Resources Limited Arthur George Dew

Chairman

– 8 –

APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

The biographical details of the retiring Directors proposed to be re-elected at the AGM are set out below:

Mr. Brett Robert Smith, aged 61, was appointed as the Deputy Chairman and an Executive Director of the Company on 18 May 2016. Mr. Smith graduated from Melbourne University, Australia with a Bachelor’s Degree in Chemical Engineering with Honours. He has also obtained a Master’s Degree in Business Administration from Henley Management College, the United Kingdom and a Master’s Degree in Research Methodology from Macquarie University, Australia. Mr. Smith has participated in the development of a number of mining and mineral processing projects including coal, iron ore, base and precious metals. He has also managed engineering and construction companies in Australia and internationally. Mr. Smith has served on the board of private mining and exploration companies and has over 36 years international experience in the engineering, construction and mineral processing businesses. He is currently the chief executive officer and an executive director of Dragon Mining Limited (‘‘Dragon Mining’’) (Stock Code: 1712), an executive director of Metals X Limited (‘‘Metals X’’) (Stock Code: MLX), an interim executive director of Prodigy Gold NL (‘‘Prodigy Gold’’, formerly known as ABM Resources NL) (Stock Code: PRX), and a non-executive director of each of Elementos Limited (‘‘Elementos’’) (Stock Code: ELT), NICO Resources Limited (‘‘NICO Resources’’) (Stock Code: NC1) and Tanami Gold NL (‘‘Tanami Gold’’) (Stock Code: TAM). Dragon Mining is a company listed on the main board of the Stock Exchange. Elementos, Metals X, NICO Resources, Prodigy Gold and Tanami Gold are companies listed on the Australian Securities Exchange. Save as disclosed above, Mr. Smith did not hold any other directorships in listed public companies in Hong Kong or overseas during the past three years.

A letter of appointment has been entered into between the Company and Mr. Smith for a term of two years with effect from 1 June 2021, subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws or any other applicable laws from time to time whereby he shall vacate his office. Mr. Smith is entitled to receive a salary of HK$1,308,000 per annum plus a discretionary bonus of up to HK$3,000,000 per annum which was determined with reference to his duties and responsibilities within the Group, the recommendation of the remuneration committee of the Board, the prevailing market conditions and the terms of the Company’s remuneration policy.

Save as disclosed above, Mr. Smith did not have any relationship with any Director, senior management or substantial or controlling shareholder of the Company nor had he any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

There are no other matters or information in relation to Mr. Smith’s re-election that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX I

Dr. Wong Wing Kuen, Albert (王永權), aged 71, has been appointed as an Independent Non-Executive Director of the Company since 6 July 2004. Dr. Wong holds a Doctor of Philosophy in Business Administration degree from the Bulacan State University, Republic of the Philippines. He is a fellow member of The Chartered Governance Institute, The Hong Kong Chartered Governance Institute, The Taxation Institute of Hong Kong, Association of International Accountants and Society of Registered Financial Planners. He is a member of Hong Kong Securities and Investment Institute, The Chartered Institute of Arbitrators and The Chartered Institute of Bankers in Scotland and a full member of Macau Society of Certified Practising Accountants. Dr. Wong is currently the principal consultant of KND Associates CPA Limited. He is also an independent non-executive director of each of Solargiga Energy Holdings Limited (Stock Code: 757), China Merchants Land Limited (Stock Code: 978), China VAST Industrial Urban Development Company Limited (Stock Code: 6166), China Medical & HealthCare Group Limited (Stock Code: 383), China Wan Tong Yuan (Holdings) Limited (Stock Code: 6966) (previously listed on GEM (Stock Code: 8199)) and Dexin China Holdings Company Limited (Stock Code: 2019). These six companies are listed on the main board of the Stock Exchange. Dr. Wong was an independent non-executive director of Capital Finance Holdings Limited (Stock Code: 8239), a company listed on GEM of the Stock Exchange, between January 2018 and December 2021. Save as disclosed above, Dr. Wong did not hold any other directorships in listed public companies in Hong Kong or overseas during the past three years.

In considering Dr. Wong’s re-election, the Board, with the assistance and recommendation from the nomination committee of the Board, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to age, gender, nationality, length of service, independent element, time commitment and the professional experience, skills and expertise Dr. Wong can provide. The Board is of the view that during his tenure as an Independent Non-Executive Director, Dr. Wong has made positive and valuable contributions to the Company’s strategy, policies and performance over the years with his independent advice, comments, judgment and objective views from the perspective of his financial background coupled with his general understanding of business of the Group. In addition, Dr. Wong’s nationality also contributed to the diversity of the Board.

Taking into account (i) the aforesaid; (ii) the confirmation given by Dr. Wong in relation to his ability to devote sufficient time as and when required to discharge his responsibilities as an Independent Non-Executive Director; and (iii) his high attendance rate, active participation in the relevant board meetings, committee meetings and shareholders’ meetings and past contributions to the governance of the Company, the Board considers that Dr. Wong will continue to be able to devote sufficient time and attention to perform the duties as an Independent Non-Executive Director notwithstanding the fact that he holds seven listed company directorships. In view of the above, Dr. Wong’s re-election is considered to be of benefit to the Company.

A letter of appointment has been entered into between the Company and Dr. Wong for a term of two years with effect from 1 June 2021, subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws or any other applicable laws from time to time whereby he shall vacate his office. Dr. Wong is entitled to a director’s fee

– 10 –

APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

of HK$201,000 per annum which was determined with reference to the recommendation of the remuneration committee of the Board, the prevailing market conditions and the terms of the Company’s remuneration policy.

Save as disclosed above, Dr. Wong did not have any relationship with any Director, senior management or substantial or controlling shareholder of the Company nor had he any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. Dr. Wong has also given an annual confirmation of his independence to the Company pursuant to Rule 3.13 of the Listing Rules and is considered by the Board to be independent notwithstanding the fact that he has served as a Director for more than nine years after taking into account (i) the factors under Rule 3.13 of the Listing Rules; (ii) his ability in bringing fresh perspective and independent judgment to the Board; (iii) the fact that he does not have any management role in the Company nor any relationship with any Director, senior management or substantial or controlling shareholder of the Company; and (iv) his experience and his past contributions to governance.

There are no other matters or information in relation to Dr. Wong’s re-election that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

Mr. Chang Chu Fai, Johnson Francis (鄭鑄輝), aged 68, was appointed as an Independent Non-Executive Director of the Company on 6 July 2007. Mr. Chang obtained a Bachelor’s Degree in Commerce from Concordia University in Montreal, Canada in 1976 and a Master’s Degree in Business Administration from York University in Toronto, Canada in 1977. He has over 45 years of experience in banking, corporate finance, investment and management and has held various executive positions at financial institutions and directorships of listed companies. Mr. Chang is currently an independent non-executive director of Tian An China Investments Company Limited (Stock Code: 28), a company listed on the main board of the Stock Exchange. Save as disclosed above, Mr. Chang did not hold any other directorships in listed public companies in Hong Kong or overseas during the past three years.

In considering Mr. Chang’s re-election, the Board, with the assistance and recommendation from the nomination committee of the Board, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to age, gender, nationality, length of service, independent element, time commitment and the professional experience, skills and expertise Mr. Chang can provide. The Board is of the view that during his tenure as an Independent Non-Executive Director, Mr. Chang has made positive and valuable contributions to the Company’s strategy, policies and performance over the years with his independent advice, comments, judgment and objective views from his extensive experience in business market coupled with his general understanding of business of the Group. In addition, Mr. Chang’s nationality also contributed to the diversity of the Board. Taking into account the aforesaid and the fact that Mr. Chang holds less than seven directorships in listed companies, the Board is of the view that Mr. Chang will continue to be able to devote sufficient time and attention to perform the duties as an Independent Non-Executive Director. In view of the above, Mr. Chang’s re-election is considered to be of benefit to the Company.

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APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

A letter of appointment has been entered into between the Company and Mr. Chang for a term of two years with effect from 1 June 2021, subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws or any other applicable laws from time to time whereby he shall vacate his office. Mr. Chang is entitled to a director’s fee of HK$201,000 per annum which was determined with reference to the recommendation of the remuneration committee of the Board, the prevailing market conditions and the terms of the Company’s remuneration policy.

Save as disclosed above, Mr. Chang did not have any relationship with any Director, senior management or substantial or controlling shareholder of the Company nor had he any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. Mr. Chang has also given an annual confirmation of his independence to the Company pursuant to Rule 3.13 of the Listing Rules and is considered by the Board to be independent notwithstanding the fact that he has served as a Director for more than nine years after taking into account (i) the factors under Rule 3.13 of the Listing Rules; (ii) his ability in bringing fresh perspective and independent judgment to the Board; (iii) the fact that he does not have any management role in the Company nor any relationship with any Director, senior management or substantial or controlling shareholder of the Company; and (iv) his experience and his past contributions to governance.

There are no other matters or information in relation to Mr. Chang’s re-election that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

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EXPLANATORY STATEMENT AS TO REPURCHASE MANDATE

APPENDIX II

This appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Repurchase Mandate.

LISTING RULES FOR REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities (which shall include, where the context permits, shares of all classes and securities which carry a right to subscribe or purchase shares) on the Stock Exchange subject to certain restrictions amongst which the Listing Rules provided that the shares proposed to be repurchased by a company must be fully-paid up and all repurchases of shares by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders either by way of general mandate to the Directors to make such repurchases or by specific approval of a particular transaction.

SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue is 1,302,485,521 Shares. Subject to the passing of the proposed resolution in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be permitted under the Repurchase Mandate to repurchase a maximum of 130,248,552 Shares, representing 10% of the total number of Shares in issue as at the date of granting of the Repurchase Mandate, during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

REASONS FOR REPURCHASES

The Directors believe that an authority to repurchase Shares is in the best interests of the Company and the Shareholders as a whole.

Repurchases may, depending on the market conditions and funding arrangement of the Company at the time, result in an increase in earnings per share. The Directors are seeking the Repurchase Mandate so as to give the Company additional flexibility to do so if and when appropriate. The number of Shares to be repurchased on occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

While it is not possible to anticipate any specific circumstances in which the Directors might think it appropriate to repurchase Shares, Shareholders can be assured that the Directors would only make repurchases in circumstances where they consider it to be in the best interests of the Company and the Shareholders as a whole.

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EXPLANATORY STATEMENT AS TO REPURCHASE MANDATE

APPENDIX II

FUNDING OF REPURCHASES

In repurchasing Shares, the Company must fund the repurchase entirely from the Company’s available cash flow or working capital facilities legally available for such purpose in accordance with its memorandum of association and the Bye-laws, the Listing Rules and the applicable laws of Bermuda.

The Act provides that the amount of capital paid in connection with a share repurchase may only be paid out of the capital paid up on the relevant shares, or out of funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose of the share repurchase. The Act further provides that the amount of premium (if any) payable on repurchase may only be paid out of either the funds that would otherwise be available for distribution or dividend or out of the share premium account of the Company. The shares repurchased will be treated as cancelled and the amount of the Company’s issued share capital will be diminished by the nominal value of such shares, but the aggregate amount of the Company’s authorised share capital will not be thereby reduced.

On the basis of the consolidated statement of financial position of the Company as at 30 June 2022 (being the date to which the latest published audited financial statements of the Company have been made up) and in particular the working capital position of the Group at that time and the number of Shares in issue as at the Latest Practicable Date, the Directors consider that there would not be a material adverse impact on the working capital position and the gearing position of the Group in the event that repurchases of all the Shares pursuant to the Repurchase Mandate were to be carried out in full at any time during the proposed mandate period. However, no repurchase would be made in circumstances that would have a material adverse impact on the working capital position or the gearing position of the Group (as compared with the financial position disclosed in its latest published audited consolidated financial statements) unless the Directors consider that such repurchases are in the best interests of the Company.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate to make repurchases in accordance with the Listing Rules and all applicable laws of Bermuda and in accordance with the memorandum of association of the Company and the Bye-laws.

DIRECTORS AND CONNECTED PERSONS

None of the Directors nor (to the best of the knowledge and belief of the Directors and having made all reasonable enquiries) any close associates (as defined in the Listing Rules) of the Directors have any present intention, in the event that the grant to the Directors of the Repurchase Mandate is approved by the Shareholders, of selling any Shares to the Company.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell any Shares to the Company, nor have they undertaken not to sell any Shares held by them to the Company in the event that the Company is authorised to make repurchases of Shares.

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EXPLANATORY STATEMENT AS TO REPURCHASE MANDATE

APPENDIX II

HONG KONG CODE ON TAKEOVERS AND MERGERS

If, on the exercise of the power to repurchase the Shares pursuant to the Repurchase Mandate, a Shareholder ‘s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code and Rule 6 of the Share Buy-backs Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer for the securities of the Company under Rules 26 and 32 of the Takeovers Code.

				Approximate %
				of the issued
				share capital of
		Approximate		the Company
		% of the		should the
	Number of	issued share		Repurchase
	Shares	capital of the		Mandate be
Name of Shareholders	interested	Company	Notes	exercised in full
AGL	546,697,630	41.97%	1	46.63%
Lee and Lee Trust and
parties acting in concert with it	546,697,630	41.97%	2 and 3	46.63%
Shougang Fushan Resources Group
Limited (‘‘Shougang Fushan’’)	215,100,000	16.51%	4	18.34%
Old Peak Asia Fund Ltd.	143,268,000	11.00%	5	12.22%
OPG Holdings LLC	143,268,000	11.00%	5	12.22%

Notes:

1. These Shares are held by Allied Properties Investments (1) Company Limited (‘‘API(1)’’), a wholly-owned subsidiary of Allied Properties Overseas Limited which in turn is a wholly-owned subsidiary of Allied Properties (H.K.) Limited (‘‘APL’’). AGL directly and indirectly (through Capscore Limited, Citiwealth Investment Limited and Sunhill Investments Limited, all being direct wholly-owned subsidiaries of AGL) owns in aggregate 100% of the total number of issued shares of APL. AGL is therefore deemed to have an interest in the Shares in which API(1) is interested.

2. This represents the same interests of AGL in 546,697,630 Shares.

3. Mr. Lee Seng Hui, Director, together with Ms. Lee Su Hwei and Mr. Lee Seng Huang are the trustees of Lee and Lee Trust, being a discretionary trust. The Lee and Lee Trust controls approximately 74.99% of the total number of issued shares of AGL (inclusive of Mr. Lee Seng Hui’s personal interests) and is therefore deemed to have an interest in the Shares in which AGL is interested through API(1).

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EXPLANATORY STATEMENT AS TO REPURCHASE MANDATE

APPENDIX II

1. These Shares are held by Benefit Rich Limited (‘‘Benefit Rich’’), a wholly-owned subsidiary of Shougang Fushan. Accordingly, Shougang Fushan is deemed to have an interest in the Shares in which Benefit Rich is interested.

2. These Shares are held by OP Master Fund Ltd. (‘‘OP Master’’), a wholly-owned subsidiary of Old Peak Asia Fund Ltd., and Old Peak Ltd. (‘‘Old Peak’’), a wholly-owned subsidiary of Old Peak Group Ltd. which in turn is a wholly-owned subsidiary of OPG Holdings LLC. Accordingly, Old Peak Asia Fund Ltd. and OPG Holdings LLC are deemed to have interests in the Shares in which OP Master and Old Peak are interested.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to Section 336(1) of the SFO and to the best of the knowledge and belief of the Directors:

• (i) Old Peak Asia Fund Ltd. and OPG Holdings LLC, substantial shareholders of the Company, together with parties acting in concert with them hold 143,268,000 Shares, representing approximately 11.00% of the issued share capital of the Company.

• (ii) Shougang Fushan, a substantial shareholder of the Company, together with parties acting in concert with it holds 215,100,000 Shares, representing approximately 16.51% of the issued share capital of the Company.

• (iii) Lee and Lee Trust and parties acting in concert with it (including AGL) are beneficially interested in an aggregate of 546,697,630 Shares, representing approximately 41.97% of the issued share capital of the Company.

On the basis of 1,302,485,521 Shares in issue as at the Latest Practicable Date and assuming there is no further issue or repurchase of Shares prior to the AGM and the present shareholding percentage remains the same, if the Repurchase Mandate were exercised in full, the shareholding percentage of Old Peak Asia Fund Ltd. and OPG Holdings LLC, Shougang Fushan and Lee and Lee Trust, together with all their respective concerted parties would increase to approximately 12.22%, 18.34% and 46.63% respectively. To the best of the knowledge and belief of the Directors, such increase in the interests of Lee and Lee Trust together with parties acting in concert with it (including AGL) will give rise to an obligation to make a mandatory general offer under Rules 26 and 32 of the Takeovers Code, and the total number of Shares held by the public will be reduced to less than 25% of the total number of Shares in issue.

Save as aforesaid, the Directors are not aware of any other consequences which will arise under the Takeovers Code and the public float as a result of the exercise of the power in full under the Repurchase Mandate.

The Directors have no present intention to exercise the Repurchase Mandate to an extent that it will trigger the obligations under the Takeovers Code to make a mandatory general offer or will result in the total number of Shares held by the public being reduced to less than 25% of the total number of Shares in issue.

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EXPLANATORY STATEMENT AS TO REPURCHASE MANDATE

APPENDIX II

SHARE PRICES

During each of the twelve months preceding the Latest Practicable Date, the highest and lowest traded prices for the Shares on the Stock Exchange were as follows:

	Price per	Share
	Highest	Lowest
	HK$	HK$
2021
October	1.34	1.22
November	1.28	1.21
December	1.33	1.04
2022
January	1.12	1.00
February	1.15	1.02
March	1.16	0.91
April	1.25	1.08
May	1.27	1.14
June	1.31	1.19
July	1.22	1.04
August	1.11	1.01
September	1.12	1.00
October (up to the Latest Practicable Date)	1.07	0.98

REPURCHASE OF SECURITIES OF THE COMPANY

During the six months immediately preceding the Latest Practicable Date, no Shares nor Warrants were repurchased by the Company.

– 17 –

CHANGES INTRODUCED BY THE NEW BYE-LAWS

APPENDIX III

The followings are the changes to the existing Bye-laws introduced by the New Bye-laws.

GENERAL AMENDMENTS

Replacing all references to the words ‘‘notice’’ and ‘‘notices’’ with the words ‘‘Notice’’ and ‘‘Notices’’ respectively where they appear in Bye-laws 61A(3), 61A(6), 162(1), 162(2) and the definition of ‘‘announcement’’ in Bye-law 1.

SPECIFIC AMENDMENTS

• (a) The original definition of ‘‘capital’’ in Bye-law 1 shall be deleted in their entirety and be revised as follows:

• ‘‘capital’’ the share capital of the Company from time to time ~~of the Company.~~

• (b) The original Bye-law 2(h) shall be deleted in its entirety and be revised as follows:

• (h) a resolution shall be a special resolution when it has been passed by a majority of not less than three-fourths of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Bye-law 59;

• (c) The original Bye-law 2(j) shall be deleted in its entirety and be revised as follows:

• (j) a special resolution shall be effective for any purpose for which an ordinary resolution or an extraordinary resolution is expressed to be required under any provision of these Bye-laws or the Statutes;

• (d) The following Bye-law is to be inserted immediately following Bye-law 2(j) as Bye-law 2(k), and the original Bye-laws 2(k) to 2(o) be re-numbered as Bye-laws 2(l) to 2(p) accordingly:

(k) a resolution shall be an extraordinary resolution when it has been passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Bye-law 59;

• (e) The original Bye-law 6 shall be deleted in its entirety and be revised as follows:

• The Company may from time to time by special resolution, subject to any confirmation or consent required by law, reduce its authorised or issued share capital or, save for the use of share premium as expressly permitted by the Act, any share premium account or other undistributable reserve ~~in any manner permitted by law.~~

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CHANGES INTRODUCED BY THE NEW BYE-LAWS

APPENDIX III

• (f) The original Bye-law 9 shall be deleted in its entirety and be revised as follows:

• Subject to Sections 42 and 43 of the Act, these Bye-laws, and to any special rights conferred on the holders of any shares or attaching to any class of shares, any preference shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder if so authorised by its memorandum of association, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by ordinary resolution of the Members determine. ~~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 as may from time to time be determined by the Company in general meeting, either generally or with regard to specific purchases. If purchases are by tender, tenders shall be available to all Members alike.~~

• (g) The original Bye-law 10 shall be deleted in its entirety and be revised as follows:

• Subject to the Act and without prejudice to Bye-law 8 ~~for the purposes of Section 47 of the Act,~~ all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated either with the consent in writing of the holders of not less than three-fourths of the voting rights ~~in nominal value~~ of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Bye-laws relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

  • (a) the necessary quorum (other than at an adjourned meeting or a postponed meeting) shall be two persons (or in the case of a Member being a corporation, its duly authorised representative) holding or representing by proxy not less than one-third in nominal value of the issued shares of that class and at any adjourned meeting or postponed meeting of such holders, two holders present in person (or in the case of a Member being a corporation, its duly authorised representative) or by proxy (whatever the number of shares held by them) shall be a quorum; and

  • (b) every holder of shares of the class shall be entitled to one vote for every such share held by him.

• (h) The original Bye-law 12 shall be deleted in its entirety and be revised as follows:

• (1) Subject to the Act, ~~and~~ these Bye-laws, any direction that may be given by the Company in general meeting and, where applicable, the rules of any Designated Stock Exchange and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at

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CHANGES INTRODUCED BY THE NEW BYE-LAWS

APPENDIX III

     - the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount to their nominal value. Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others 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, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of ~~members~~ Members for any purpose whatsoever.

  - (2) The Board may issue warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for any class of shares or securities in the capital of the Company on such terms as it may from time to time determine.

• (i) The original Bye-law 16 shall be deleted in its entirety and be revised as follows:

• Every share certificate shall be issued under the Seal or a facsimile thereof or with the Seal printed thereon and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. No certificate ~~shall be issued~~ representing shares of more than one class shall be issued. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon or that such certificates need not be signed by any person.

• (j) The original Bye-law 43(1) shall be deleted in its entirety and be revised as follows:

• (1) The Company shall keep in one or more books a Register and shall enter therein the following particulars, that is to say:

  • (a) the name and address of each Member, the number and class of shares held by him and, in respect of any shares that are not fully paid, the amount paid or agreed to be considered as paid on such shares;

  • (b) the date on which each person was entered in the Register; and

  • (c) the date on which any person ceased to be a Member.

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CHANGES INTRODUCED BY THE NEW BYE-LAWS

APPENDIX III

• (k) The original Bye-law 44 shall be deleted in its entirety and be revised as follows:

• The ~~register~~ Register and branch register of Members, as the case may be, shall be open to inspection between 10 a.m. and 12 noon on every business day by members of the public without charge at the Office or such other place at which the Register is kept in accordance with the Act. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper and where applicable, any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.

• (l) The original Bye-law 46 shall be deleted in its entirety and be revised as follows:

• Subject to these Bye-laws, any Member may transfer all or any of his shares in any manner permitted by and in accordance with the rules of the Designated Stock Exchange or by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.

• (m) The original Bye-law 56 shall be deleted in its entirety and be revised as follows:

• Subject to the Act, an ~~An~~ annual general meeting of the Company shall be held in each financial year other than the financial year in which its statutory meeting is convened and such annual general meeting must be held within six (6) months after the end of the Company’s financial year ~~at such time~~ ( ~~within a period of not more than fifteen (15) months after the holding of the last preceding annual general meeting~~ unless a longer period would not infringe the rules of the Designated Stock Exchange ~~, if any~~ ) as may be determined by the Board.

• (n) The original Bye-law 58 shall be deleted in its entirety and be revised as follows:

• The Board may whenever it thinks fit call special general meetings, and Members holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require a special general meeting to be called by the Board for the transaction of any business or resolution specified in such requisition; and such meeting shall be held in the form of a physical meeting only and within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionists themselves may convene such physical meeting in accordance with the provisions of Section 74(3) of the Act.

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CHANGES INTRODUCED BY THE NEW BYE-LAWS

APPENDIX III

• (o) The original Bye-law 59(1) shall be deleted in its entirety and be revised as follows:

• (1) An annual general meeting shall be called by Notice of not less than twenty-one (21) ~~clear~~ days ~~and not less than twenty (20) clear business days~~ . All other general meetings (including a special general meeting ~~s~~ ) must ~~may~~ be called by Notice of not less than fourteen (14) ~~clear~~ days ~~and not less than ten (10) clear business days~~ but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice if it is so agreed:

  • (a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

  • (b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together representing ~~holding~~ not less than ninety-five per cent. (95%) of the total voting rights at the meeting of all the Members ~~in nominal value of the issued shares giving that right~~ .

• (p) The original Bye-law 61(2) shall be deleted in its entirety and be revised as follows:

• (2) No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. Two (2) Members entitled to vote and present (including presence by electronic means) in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy or, for quorum purposes only, two persons appointed by the clearing house as authorised representative or proxy, shall form a quorum for all purposes.

• (q) The original Bye-law 61A(2) shall be deleted in its entirety and be revised as follows:

• (2) All general meetings are subject to the following:

• (a) where a Member is attending a meeting location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the principal meeting place;

• (b) Subject to Bye-laws 76(1) and 76(2), Members present in person or by proxy at a meeting location and/or Members participating in a hybrid meeting in person or by proxy by means of electronic facilities shall be counted in the quorum for and entitled to speak and vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that Members attending at all meeting locations and/or Members participating in a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;

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CHANGES INTRODUCED BY THE NEW BYE-LAWS

APPENDIX III

• (c) where Members attending a meeting being present at one of the meeting location(s) and/ or where Members participate in 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 a hybrid meeting, the inability of one or more Members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and

• (d) if any of the meeting location(s) is/are outside the jurisdiction of the principal meeting place and/or in the case of a hybrid meeting, unless otherwise stated in the Notice, the provisions of these Bye-laws concerning the service and giving of ~~notice~~ Notice for the meeting, and the time for lodging proxies, shall apply by reference to the principal meeting place.

• (r) The original Bye-law 61A(4) shall be deleted in its entirety and be revised as follows:

• (4) 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 convened have become inadequate for the purposes referred to in Bye-law 61A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the ~~notice~~ Notice of the meeting and these Bye-laws; or

• (b) in the case of a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or

• (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 Bye-laws or at common law, the chairman may, at his 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 ~~es~~ conducted at the meeting up to the time of such adjournment shall be valid.

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CHANGES INTRODUCED BY THE NEW BYE-LAWS

APPENDIX III

• (s) The original Bye-law 63 shall be deleted in its entirety and be revised as follows:

• The chairman of the Company or the deputy chairman of the Company or if there is more than one chairman or deputy 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. ~~The president of the Company or the chairman shall preside as chairman at every general meeting.~~ If at any meeting ~~the president or the~~ no chairman or deputy chairman ~~, as the case may be,~~ is ~~not~~ present within fifteen (15) minutes after the time appointed for holding the meeting, or ~~if neither of them~~ is willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or by proxy and entitled to vote shall elect one of their number to be chairman of the meeting.

• (t) The original Bye-law 66 shall be deleted in its entirety and be revised as follows:

• (1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Bye-laws, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that in the case of a physical meeting, subject to the rules of the Designated Stock Exchange, the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter (as defined under the rules of the Designated Stock Exchange) 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 authorised representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. Votes may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine at its/his absolute discretion to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations.

  • (2) In the case of a physical meeting where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:

  • (a) by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

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• (b) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or

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

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

• (u) The original Bye-law 68 shall be deleted in its entirety and be revised as follows:

• Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution. The result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.

• (v) The original Bye-law 71 shall be deleted in its entirety and be revised as follows:

• On a poll votes may be given either personally or by proxy. ~~Votes may be cast by such means, electronic or otherwise, as the Board or the chairman of the meeting may determine at its/his absolute discretion to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations.~~

• (w) The original Bye-law 73 shall be deleted in its entirety and be revised as follows:

• All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Bye-laws or by the Act. In the case of an equality of votes, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.

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• (x) The original Bye-law 75 shall be deleted in its entirety and be revised as follows:

• (1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote ~~on a poll b~~ y proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting, or postponed meeting, as the case may be.

  • (2) Any person entitled under Bye-law 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof or any adjourned meeting or postponed meeting ~~thereof i~~ n the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least 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 Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

• (y) The original Bye-law 76 shall be deleted in its entirety and be revised as follows:

• (1) No Member shall, unless the Board otherwise determines, be entitled to attend, speak and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.

  • (2) All members shall have the right to (a) speak at a general meeting, and (b) vote at a general meeting except where a Member is required, by the rules of the Designated Stock Exchange, to abstain from voting to approve the matter under consideration.

  • ~~(2)~~ (3) Where the Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, 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.

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• (z) The original Bye-law 78 shall be deleted in its entirety and be revised as follows:

• Any Member 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~~ such Member. A Member who is the holder of two or more 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 Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise, including the right to speak and vote.

• (aa) The original Bye-law 84(2) shall be deleted in its entirety and be revised as follows:

• (2) Where a Member is a clearing house (or its nominee(s) and, in each case, being a corporation), it may appoint proxies or authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such proxy or representative is so authorised. Each proxy or representative ~~person~~ so authorised under the provisions of this Bye-law shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as 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, where a show of hands is allowed, the right to vote individually on a show of hands, and the right to speak and vote under Bye-law 61A(2)(b).

• (bb) The original Bye-law 86(2) shall be deleted in its entirety and be revised as follows:

• (2) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Members in general meeting. Any Director so appointed by the Board to fill a casual vacancy on or as an addition to the Board shall hold office only until the first annual general meeting of the Company after his appointment ~~shall hold office only until the next following general meeting of the Company (in the case of filing a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board),~~ and shall then be eligible for re-election at that meeting.

• (cc) The original Bye-law 86(4) shall be deleted in its entirety and be revised as follows:

• (4) ~~Subject to any provision to the contrary in these Bye-laws the~~ The Members may, at any general meeting convened and held in accordance with these Bye-laws, by ordinary resolution remove a Director at any time before the expiration of his ~~period~~ term of

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office notwithstanding anything to the contrary in these Bye-laws or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement) provided that the Notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director fourteen (14) days before the meeting and at such meeting such Director shall be entitled to be heard on the motion for his removal.

• (dd) The original Bye-law 87(2) shall be deleted in its entirety and be revised as follows:

• (2) 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 Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation 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. Any Director appointed pursuant to Bye-law 86(2) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

• (ee) The original Bye-law 88 shall be deleted in its entirety and be revised as follows:

• No person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless a Notice ~~notice~~ in writing signed by a Member duly qualified to attend and vote at the meeting for which such notice is given of his ~~of the~~ intention to propose ~~that~~ such 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 Office or at the head office at least seven (7) days before the date of the general meeting. The period for lodging such notice will commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than seven (7) days prior to the date of such meeting.

• (ff) The original Bye-law 92 shall be deleted in its entirety and be revised as follows:

• Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the person or body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director ~~the next annual election of Directors or, if earlier,~~

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~~the date on which the relevant Director ceases to be a Director.~~ Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent 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 exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Bye-laws shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.

• (gg) The original Bye-law 101 shall be deleted in its entirety and be revised as follows:

• Subject to the Act and to these Bye-laws, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner ~~whatever~~ whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Bye-law 102 herein.

• (hh) The original Bye-law 103 shall be deleted in its entirety and be revised as follows:

• (1) ~~Save as otherwise provided by these Bye-laws~~ Subject to the rules of the Designated Stock Exchange, a Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his close associate(s) is/are materially interested, and if he shall do so his vote shall not be counted, but this prohibition 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 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

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• (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 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 close 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 concerning any other company in which the Director or his close associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his close associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his close associates are not in aggregate beneficially interested in 5% or more of the issued shares of any class of such company (or of any third company through which his interest or that of his close associate(s) is derived) or of the voting rights;~~

• ~~(iv)~~ (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 ~~s~~ scheme or any share incentive or share option scheme under which the Director or his close associate(s) may benefit; or

• (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which ~~related both to Directors~~ relates to the Director, his close associate(s) and employee(s) of the Company or any of its subsidiaries and does not provide in respect of any Director, or his 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

• ~~(v)~~ (iv) any contract or arrangement in which the Director or his close 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.

• ~~(2) A company shall be deemed to be a company in which a Director together with any of his close associate(s) own(s) 5 per cent. or more if and so long as (but only if and so long as) he together with any of his close associate(s) (either directly or indirectly) is/are the holder(s) of or beneficially interested in 5 per cent. or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his interest or that of any of his close associate(s) is derived). For the purpose of this~~

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~~paragraph there shall be disregarded any shares held by a Director or his close associate(s) as bare or custodian trustee and in which neither he nor any of them have any beneficial interest, any shares comprised in a trust in which the interest of the Director or his close associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorized unit trust scheme in which the Director or his close associate(s) is/are interested only as a unit holder.~~

  - ~~(3)~~ (2) If any question ~~s~~ shall arise at any meeting of the Board as to the ~~materially~~ materiality of the interest of a Director (other than the chairman of the meeting) or any of his close associate(s) or as to the entitlement of any Director (other than such chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director or any of his close associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any questions as aforesaid shall arise in respect of the chairman of the meeting or any of his close associates such question shall be decided by a resolution of the Board (for which purpose such 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 such chairman or any of his close associates as known to such chairman, has not been fairly disclosed to the Board.

• (ii) The original Bye-law 104(3) shall be deleted in its entirety and be revised as follows:

• (3) Without prejudice to the general powers conferred by these Bye-laws it is hereby expressly declared that the Board 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 share at par or at such premium as may be agreed; ~~.~~

  • (b) to give to any Directors, officers or servants of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration; and ~~.~~

  • (c) to resolve that the Company be discontinued in Bermuda and continued in a named country or jurisdiction outside Bermuda subject to the provisions of the Act.

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• (jj) The original Bye-law 115 shall be deleted in its entirety and be revised as follows:

• A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board ~~of which notice may be given~~ whenever he shall be required so to do by any Director. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or by electronic means to an electronic address from time to time notified to the Company by such Director or (if the recipient consents to it being made available on a website) by making it available on a website or in such other manner as the Board may from time to time determine ~~whenever he shall be required so to do by the president or chairman, as the case may be, or any Director.~~

• (kk) The original Bye-law 118 shall be deleted in its entirety and be revised as follows:

• The Board may elect ~~a~~ one or more chairman and one or more deputy chairman ~~of its meetings~~ and determine the period for which they are respectively to hold such office. If no chairman or deputy chairman is elected, or if at any meeting ~~neither the~~ no chairman ~~nor any~~ or deputy chairman is present within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

• (ll) The original Bye-law 122 shall be deleted in its entirety and be revised as follows:

• A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability, and all the alternate Directors, if appropriate, whose appointors are temporarily unable to act as aforesaid shall be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held provided that such number is sufficient to constitute a quorum and that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Bye-laws and further provided that no Director is aware of or has received any objection to the resolution from any Director. 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 signature to such resolution in writing for the purpose of this Bye-law. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or alternate Directors and for this purpose a facsimile signature of a Director or an alternate Director shall be treated as valid.

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• (mm) The original Bye-law 127 shall be deleted in its entirety and be revised as follows:

• (1) The officers of the Company shall consist of ~~a president and vice-president or chairman and deputy chairman,~~ the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Act and, subject to Bye-law 132(4), these Bye-laws.

  • ~~(2) The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors a president and a vice-president or a chairman and a deputy chairman; and if more than one (1) Director is proposed for either of these offices, the election to such office shall take place in such manner as the Directors may determine.~~

  • ~~(3)~~ (2) The officers shall receive such remuneration as the Directors may from time to time determine.

  • ~~(4)~~ (3) Where the Company appoints and maintains a resident representative ordinarily resident in Bermuda in accordance with the Act, the resident representative shall comply with the provisions of the Act.

The Company shall provide the resident representative with such documents and information as the resident representative may require in order to be able to comply with the provisions of the Act.

The resident representative shall be entitled to have notice of, attend and be heard at all meetings of the Directors or of any committee of such Directors or general meetings of the Company.

• (nn) The original Bye-law 129 shall be deleted in its entirety and be revised as follows:

• ~~The president or the chairman, as the case may be, shall act as chairman at all meetings of the Members and of the Directors at which he is present. In his absence a chairman shall be appointed or elected by those present at the meeting.~~ Intentionally deleted.

• (oo) The original Bye-law 132(2) shall be deleted in its entirety and be revised as follows:

• (2) The Board shall within a period of fourteen (14) days from the occurrence of:

• (a) any change among the Directors and Officers; or

• (b) any change in the particulars contained in the Register of Directors and Officers, cause to be entered on the Register of Directors and Officers the particulars of such change ~~and of the date on which it occurred~~ .

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• (pp) The original Bye-law 133(1) shall be deleted in its entirety and be revised as follows:

• (1) The Board shall cause Minutes (which may be in electronic form) to be duly entered in books provided for the purpose:

  • (a) of all elections and appointments of officers;

  • (b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

  • (c) of all resolutions and proceedings of each general meeting of the Members ~~,~~ and meetings of the Board ~~and meetings of committees of the Board and where there are managers, of all proceedings of meetings of the managers.~~

• (qq) The original Bye-law 136 shall be deleted in its entirety and be revised as follows:

• (1) The Company shall be entitled to destroy the following documents at the following times:

  • (a) any share certificate which has been cancelled at any time after the expiry of one (1) 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 such mandate variation cancellation or notification was recorded by the Company;

  • (c) any instrument of transfer of shares which has been registered at any time after the expiry of seven (7) years from the date of registration;

  • (d) any allotment letters after the expiry of seven (7) years from the date of issue thereof; and

  • (e) copies of powers of attorney, grants of probate and letters of administration at any time after the expiry of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed;

and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any such documents so destroyed was duly and properly made and every 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 always that: (1) the foregoing provisions of this Bye-law shall apply only to the destruction of a

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document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim; (2) nothing contained in this Bye-law 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 (1) above are not fulfilled; and (3) references in this Bye-law to the destruction of any document include references to its disposal in any manner.

  - (2) Notwithstanding any provision contained in these Bye-laws, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Bye-law and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Bye-law shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.

• (rr) The original Bye-law 138 shall be deleted in its entirety and be revised as follows:

• No dividend shall be paid or distribution made out of contributed surplus if to do so would render the Company unable to pay its liabilities as they become due or the realisable value of its assets would thereby become less than ~~the aggregate of~~ its liabilities ~~and its issued share capital and share premium accounts.~~

• (ss) The original Bye-law 144 shall be deleted in its entirety and be revised as follows:

• All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of ~~six (6)~~ five (5) years from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

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• (tt) The original Bye-law 146(1) shall be deleted in its entirety and be revised as follows:

• (1) Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may further resolve either:

  • (a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so determines) in cash in lieu of such allotment. In such case, the following provisions shall apply:

    • (i) the basis of any such allotment shall be determined by the Board;

    • (ii) the Board, after determining the basis of allotment, shall give not less than two (2) weeks’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

    • (iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

    • (iv) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (‘‘the non-elected shares’’) and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account other than the Subscription Rights Reserve (as defined below)) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis; or

  • (b) that the shareholders entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit. In such case, the following provisions shall apply:

    • (i) the basis of any such allotment shall be determined by the Board;

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  - (ii) the Board, after determining the basis of allotment, shall give not less than two (2) weeks’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

  - (iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

  - (iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (‘‘the elected shares’’) and in lieu thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account other than the Subscription Rights Reserve (as defined below)) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis.

• (uu) The original Bye-law 146(2)(a) shall be deleted in its entirety and be revised as follows:

• (2) (a) The shares allotted pursuant to the provisions of paragraph (1) of this Bye-law shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph ~~(2)(~~ 1) of this Bye-law in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (1) of this Bye-law shall rank for participation in such distribution, bonus or rights.

• (vv) The original Bye-law 148 shall be deleted in its entirety and be revised as follows:

• (1) The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for

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distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Bye-law ~~and subject to Section 40(2A) of the Act,~~ a share premium account and any reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid. In carrying sums to reserve and in applying the same the Board shall comply with the provisions of the Act.

(2)	Notwithstanding any provisions in these Bye-laws, 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 the profit and loss account) whether or not the same
	is available for distribution by applying such sum in paying up unissued shares to
	be allotted to (i) employees (including directors) of the Company and/or its
	affiliates (meaning any individual, corporation, partnership, association, joint-stock
	company, trust, unincorporated association or other entity (other than the Company)
	that directly, or indirectly through one or more intermediaries, controls, is
	controlled by or is under common control with, the Company) upon exercise or
	vesting of any options or awards granted under any share incentive scheme or
	employee benefit scheme or other arrangement which relates to such persons that
	has been adopted or approved by the Members at a general meeting, or (ii) any
	trustee of any trust to whom shares are to be allotted and issued by the Company in
	connection with the operation of any share incentive scheme or employee benefit
	scheme or other arrangement which relates to such persons that has been adopted or
	approved by the Members at a general meeting.

(ww)The original Bye-law 154 shall be deleted in its entirety and be revised as follows:

1. (1) Subject to Section 88 of the Act, at the annual general meeting or at a subsequent special general meeting in each year, the Members shall by ordinary resolution appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the Members appoint another auditor. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.

2. (2) Subject to Section 89 of the Act, a person, other than an incumbent Auditor, shall not be capable of being appointed Auditor at an annual general meeting unless notice in writing of an intention to nominate that person to the office of Auditor has

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APPENDIX III

     - been given not less than twenty-one (21) days before the annual general meeting and furthermore, the Company shall send a copy of any such notice to the incumbent Auditor.

  - (3) The Members may, at any general meeting convened and held in accordance with these Bye-laws, by ~~special~~ extraordinary resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.

• (xx) The original Bye-law 156 shall be deleted in its entirety and be revised as follows:

• The remuneration of the Auditor shall be fixed by the Company in general meeting or in such manner as the Members may determine by ordinary resolution.

• (yy) The original Bye-law 157 shall be deleted in its entirety and be revised as follows:

• The Directors may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Directors under this Bye-law may be fixed by the Board. Subject to Bye-law 154(3), an Auditor appointed under this Bye-law shall hold office until the conclusion of the next following annual general meeting of the Company and shall then be subject to appointment by the Members under Bye-law 154(1) at such remuneration to be determined by the Members under Bye-law 156. ~~If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy until the conclusion of the next annual general meeting and fix the remuneration of the Auditor so appointed.~~

• (zz) The original Bye-law 160 shall be deleted in its entirety and be revised as follows:

• (1) Any Notice or document (including any ‘‘corporate communication’’ within the meaning ascribed thereto under the rules of the Designated Stock Exchange), whether or not, to be given or issued under these Bye-laws from the Company ~~to a Member~~ shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and any such Notice and document may be served or delivered by the following means ~~by the Company on or to any Member either:~~

  • (a) by serving it personally on the relevant person;

  • (b) by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose;

  • (c) by delivering or leaving it at such address as aforesaid;

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APPENDIX III

• (d) by publishing it by way of advertisement in appointed newspapers (as defined in the Act) or other publication, and where applicable, or in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the Designated Stock Exchange;

• (e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Bye-law ~~160(2)~~ 160(4), 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 placing it on the Company’s website or the website of the Designated Stock Exchange, 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 ~~Member~~ and/or for giving notification to any such person ~~Member~~ that the notice, document or publication is available on the Company’s computer network website (a ‘‘notice of availability’’); or

• (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 ~~to the Member~~ by any of the means set out above.

• (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 Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

• ~~(2)~~ (4) Every Member or a person who is entitled to receive notice from the Company under the provisions of the Statutes or these Bye-laws may register with the Company an electronic address to which notices can be served upon him.

• ~~(3)~~ (5) Any Notice or document may be given ~~to a Member~~ either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations, including the rules of the Designated Stock Exchange.

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• (aaa) The original Bye-law 162(3) shall be deleted in its entirety and be revised as follows:

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

• (bbb) The original Bye-law 163 shall be deleted in its entirety and be revised as follows:

• For the purposes of these Bye-laws, a cable or telex or facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director or alternate Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director or alternate Director in the terms in which it is received. The signature to any notice or document to be given by the Company may be written, printed or made electronically, subject to compliance with the relevant laws and regulations applicable from time to time.

• (ccc) The original Bye-law 164(1) shall be deleted in its entirety and be revised as follows:

• (1) Subject to Bye-law 164(2), the ~~The~~ Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

APAC RESOURCES LIMITED

亞 太 資 源 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

NOTICE IS HEREBY GIVEN that the annual general meeting of APAC Resources Limited (the ‘‘Company’’) will be held at Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 1 December 2022 at 10:00 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the ‘‘Directors’’) and the auditor of the Company for the year ended 30 June 2022.

2. To declare a final dividend.

3. (a) To re-elect the following persons:

   • i. Mr. Brett Robert Smith as a Director

   • ii. Dr. Wong Wing Kuen, Albert, an Independent Non-Executive Director who has already served the Company for more than nine years, as a Director

   • iii. Mr. Chang Chu Fai, Johnson Francis, an Independent Non-Executive Director who has already served the Company for more than nine years, as a Director

4. (b) To authorise the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration.

5. To re-appoint Crowe (HK) CPA Limited as the auditor of the Company and to authorise the Board to fix its remuneration.

6. For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

ORDINARY RESOLUTIONS

The following resolutions 5 to 7 will be proposed to be considered as special business and, if thought fit, passed with or without amendments, as ordinary resolutions of the Company:

1. ‘‘THAT:

2. (a) subject to the provisions of paragraphs (b) and (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company (‘‘Shares’’) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

3. (b) the approval given in provisions of paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the total number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted, issued (whether pursuant to an option or otherwise) and dealt with by the Directors pursuant to the approval given in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of rights of subscription or conversion under the terms of warrants of the Company or any securities which are convertible into Shares; (iii) any scrip dividends or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Bye-laws of the Company from time to time; (iv) the exercise of any options granted under any share option scheme or similar arrangement of the Company and/or any of its subsidiaries; or (v) a specific mandate granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

5. (d) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company, the Companies Act 1981 of Bermuda (as amended from time to time) (the ‘‘Companies Act’’) or any applicable law to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

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• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution in general meeting.

‘‘Rights Issue’’ means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of issued Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory applicable to the Company).’’

1. ‘‘THAT:

2. (a) subject to the provisions of paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on Share Buy-backs, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the ‘‘Listing Rules’’) or listing rules of any other stock exchange as amended from time to time and the Bye-laws of the Company, be and is hereby generally and unconditionally approved;

3. (b) the total number of Shares hereby authorised to be repurchased by the Company pursuant to the approval given in paragraph (a) above shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

4. (c) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company, the Companies Act or any applicable law to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution in general meeting.’’

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

1. ‘‘THAT conditional on the passing of resolutions 5 and 6 in the notice convening this meeting, the general mandate granted to the Directors and for the time being in force to exercise all the powers of the Company pursuant to paragraph (a) of resolution 5 above be and is hereby extended by the addition thereto a number representing the total number of Shares repurchased by the Company under the authority granted pursuant to paragraph (a) of resolution 6 above, provided that such extended amount shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution.’’

SPECIAL RESOLUTION

The following resolution 8 will be proposed to be considered as special business and, if thought fit, passed with or without amendments, as a special resolution of the Company:

1. ‘‘THAT the new bye-laws of the Company (the ‘‘New Bye-laws’’), a copy of which has been produced to this meeting marked ‘‘A’’ and initialled by the Chairman of this meeting for the purpose of identification, be and are hereby approved and adopted as the new bye-laws of the Company in substitution for and to the exclusion of the existing bye-laws of the Company with immediate effect after the close of this meeting and THAT any one of the Directors or the Company Secretary of the Company be and is hereby authorised to do all such acts and things necessary to effect and record the adoption of the New Bye-laws.’’

By Order of the Board APAC Resources Limited Arthur George Dew Chairman

Hong Kong, 27 October 2022

Notes:

1. Any member entitled to attend and vote at the meeting will be entitled to appoint a proxy or, if such member is a holder of two or more shares, proxies to attend and vote in such member’s stead. A proxy need not be a member of the Company but must attend the meeting in person to represent the appointing member.

2. To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority, must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment or postponement thereof.

3. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the meeting convened or any adjournment or postponement thereof (as the case may be) and in such event the instrument appointing the proxy shall be deemed to be revoked.

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NOTICE OF ANNUAL GENERAL MEETING

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1. Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

2. For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Monday, 28 November 2022 to Thursday, 1 December 2022, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify to attend and vote at the meeting, all transfers of share ownership, accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, 25 November 2022.

3. For determining the entitlement to the proposed final dividend for the year ended 30 June 2022, the register of members of the Company will be closed from Wednesday, 1 February 2023 to Friday, 3 February 2023, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify for the proposed final dividend, all transfers of share ownership, accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Tuesday, 31 January 2023.

4. In order to facilitate the prevention and control of the spread of the Novel Coronavirus (‘‘COVID-19’’) pandemic and to safeguard the health and safety of the shareholders of the Company, the Company strongly encourage its shareholders to consider appointing the chairman of the meeting as his/her proxy to vote on the relevant resolutions at the meeting as an alternative to attending the meeting in person.

The Company will keep the evolving COVID-19 situation under review and may change measures and meeting arrangements, where appropriate, at short notice. Shareholders are advised to check the Stock Exchange’s website at www.hkexnews.hk or the Company’s website at www.apacresources.com for further announcements and updates on the meeting arrangements that may be issued.

As at the date of this notice, the Directors of the Company are:

Executive Directors:

• Mr. Brett Robert Smith (Deputy Chairman)

• Mr. Andrew Ferguson (Chief Executive Officer)

Non-Executive Directors:

• Mr. Arthur George Dew (Chairman)

• (Mr. Wong Tai Chun, Mark as his alternate)

• Mr. Lee Seng Hui

• Ms. Lam Lin Chu

Independent Non-Executive Directors:

• Dr. Wong Wing Kuen, Albert

• Mr. Chang Chu Fai, Johnson Francis

• Mr. Wang Hongqian

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