PW Medtech Group Limited — Proxy Solicitation & Information Statement 2023

Apr 26, 2023

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, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in PW Medtech Group Limited 普華和順集團公司, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or 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.

PW MEDTECH GROUP LIMITED

普 華 和 順 集 團 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1358)

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND

TO ISSUE NEW SHARES OF THE COMPANY

AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY

AND

PROPOSED ADOPTION OF NEW MEMORANDUM AND

ARTICLES OF ASSOCIATION

AND

NOTICE OF THE 2023 ANNUAL GENERAL MEETING OF THE COMPANY

A notice convening an annual general meeting of PW Medtech Group Limited 普華和順集團公司 to be held at Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, The People’s Republic of China on Tuesday, June 6, 2023 at 10:00 a.m. is set out on pages 57 to 61 of this circular. A form of proxy for use at the 2023 annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.pwmedtech.com).

Whether or not you are able to attend the 2023 annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time scheduled for the holding of the 2023 annual general meeting or any adjournment thereof (i.e. not later than 10:00 a.m. (Hong Kong time) on Sunday, June 4, 2023). Completion and return of the form of proxy will not preclude the shareholders from attending and voting in person at the 2023 annual general meeting or any adjourned meeting thereof if they so wish.

April 27, 2023

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2. Proposed Granting of the Repurchase and Issuance Mandates . . . . . . . . . . . . . . . . . . .	4
3. Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4. Proposed Adoption of New Memorandum and Articles of Association . . . . . . . . . . .	5
5. 2023 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I — Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . . .	8
Appendix II — Details of the Retiring Directors Proposed to be
Re-elected at the 2023 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix III — Proposed Amendments to Memorandum and Articles of Association . .	15
Notice of the 2023 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	57

– i –

DEFINITIONS

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

• ‘‘2023 AGM’’

• an annual general meeting of the Company to be held at Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, The People’s Republic of China on Tuesday, June 6, 2023 at 10:00 a.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 57 to 61 of this circular, or any adjournment thereof;

• ‘‘Articles of Association’’ the articles of association of the Company currently in force;

• ‘‘Board’’ the board of Directors;

‘‘Company’’ PW Medtech Group Limited 普華和順集團公司, an exempted company incorporated under the laws of the Cayman Islands with limited liability on May 13, 2011, the Shares of which are listed on the Main Board of the Stock Exchange;

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

• ‘‘Group’’ the Company and its subsidiaries from time to time;

• ‘‘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 2(b) of the Letter from the Board;

• ‘‘Latest Practicable Date’’

• April 19, 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

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

• ‘‘Memorandum and Articles of Association’’

Memorandum of Association and Articles of Association;

• ‘‘Memorandum of Association’’

• memorandum of association of the Company currently in force;

• ‘‘Repurchase Mandate’’

• as defined in paragraph 2(a) of the Letter from the Board;

• ‘‘SFO’’

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

– 1 –

DEFINITIONS

‘‘Share(s)’’ ordinary share(s) of US$0.0001 each in the capital of the Company or if there has been a subsequent subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company; ‘‘Shareholder(s)’’ holder(s) of Share(s); ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited; ‘‘Takeovers Code’’ the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong as amended from time to time; ‘‘US$’’ United States dollars, the lawful currency of the United States of America; and ‘‘%’’ per cent.

– 2 –

LETTER FROM THE BOARD

PW MEDTECH GROUP LIMITED 普 華 和 順 集 團 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1358)

Executive Director: Registered Office: Ms. Yue’e ZHANG (Chairman & The Grand Pavilion Commercial Centre Chief Executive Officer) Oleander Way, 802 West Bay Road P.O. Box 32052 Non-executive Directors: Grand Cayman KY1-1208 Mr. JIANG Liwei Cayman Islands

Non-executive Directors:

Mr. JIANG Liwei Mr. LIN Junshan

Headquarters and Principal Place of Business in the People’s Republic of China: Building 1, No. 23 Panlong West Road Pinggu District Beijing The People’s Republic of China 101204

Independent Non-executive Directors: Mr. WANG Xiaogang Mr. CHEN Geng Ms. WANG Fengli

Principal Place of Business in Hong Kong:

5/F, Manulife Place 348, Kwun Tong Road Kowloon Hong Kong

April 27, 2023

To the Shareholders

Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND

TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY

AND

PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

NOTICE OF THE 2023 ANNUAL GENERAL MEETING OF THE COMPANY

– 3 –

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the 2023 AGM for (i) the granting of the Repurchase Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the aggregate number of Shares repurchased by the Company under the Repurchase Mandate; (iv) the re-election of the retiring Directors; and (v) the proposed adoption of the new Memorandum and Articles of Association.

2. PROPOSED GRANTING OF THE REPURCHASE AND ISSUANCE MANDATES

At the annual general meeting of the Company held on June 8, 2022, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares. Such mandates, to the extent not utilized, will lapse at the conclusion of the 2023 AGM.

Ordinary resolutions will be proposed at the 2023 AGM to approve the granting of new general mandates to the Directors:

• (a) to purchase Shares, on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, not exceeding 10% of the total number of issued Shares as at the date of passing of such resolution (i.e. 156,563,209 Shares on the basis that the existing issued share capital of the Company of 1,565,632,098 Shares remains unchanged as at the date of the 2023 AGM) (the ‘‘Repurchase Mandate’’);

• (b) to allot, issue or deal with Shares not exceeding 20% of the total number of issued Shares as at the date of passing of such resolution (i.e. 313,126,419 Shares on the basis that the existing issued share capital of the Company of 1,565,632,098 Shares remains unchanged as at the date of the 2023 AGM) (the ‘‘Issuance Mandate’’); and

• (c) to extend the Issuance Mandate by an amount representing the number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Repurchase Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the 2023 AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 6 and 7 of the notice of the 2023 AGM as set out on pages 57 to 61 of this circular.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to Article 108 of the Articles of Association, Ms. Yue’e Zhang and Mr. Chen Geng shall retire at the 2023 AGM. Both of the above two retiring Directors, being eligible, will offer themselves for re-election at the 2023 AGM.

The nomination committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s Board diversity policy and director nomination policy, and the independence of all independent non-executive Directors.

Mr. Chen Geng, who has been serving as an independent non-executive Director for more than 9 years, has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. Mr. Chen also demonstrates the ability to provide an independent, balanced and objective view to the Company’s matters. The nomination committee of the Company and the Board thus considered that the retiring independent non-executive Director is independent in accordance with the independence guidelines set out in the Listing Rules.

Besides, the nomination committee of the Company and the Board believed that the extensive business experience of Ms. Zhang and Mr. Chen will continue to make contribution to the Board and are satisfied with all the retiring Directors’ contribution to the Company, which will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The nomination committee of the Company and the Board therefore recommended the re-election of all the retiring Directors, including the aforesaid independent non-executive Director, who are due to retire at the 2023 AGM.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) 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. The requisite details of the above two retiring Directors are set out in Appendix II to this circular.

4. PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

Pursuant to the Consultation Conclusions on Listing Regime for Overseas Issuers published by the Stock Exchange in November 2021, the Listing Rules have been amended with effect from 1 January 2022 which requires, among others, listed issuers to adopt a uniform set of 14 ‘‘Core Standards’’ for shareholder protections for issuers. As such, the Board proposes to amend the Memorandum and Articles of Association for the purposes of, among others, (i) bringing the Articles of Association in line with amendments made to Appendix 3 to the Listing Rules and applicable laws of the Cayman Islands; (ii) promoting better engagement with and maximizing participation by shareholders by allowing the Company to hold hybrid general meetings and electronic general meetings; and (iii) making other consequential and housekeeping changes.

– 5 –

LETTER FROM THE BOARD

Details of the proposed amendments to the existing Memorandum and Articles of Association to be brought about by the adoption of the new Memorandum and Articles of Association (markedup against the existing Memorandum and Articles of Association) are set out in Appendix III to this circular. The new Memorandum and Articles of Association is written in English. There is no official Chinese translation in respect thereof. Therefore, the Chinese version of the new Memorandum and Articles of Association is purely a translation only. Should there be any discrepancy, the English version shall prevail.

The Company has been advised by its legal advisers that the proposed amendments to the Memorandum and Articles of Association conform to the requirements of Appendix 3 to the Listing Rules and do not contravene the laws of the Cayman Islands, respectively. The Company also confirms that there is nothing unusual about the proposed amendments to the Memorandum and Articles of Association for a company listed on the Stock Exchange.

The proposed adoption of the new Memorandum and Articles of Association is subject to the passing of a special resolution at the 2023 AGM.

5. 2023 AGM AND PROXY ARRANGEMENT

The notice of the 2023 AGM is set out on pages 57 to 61 of this circular. At the 2023 AGM, resolutions will be proposed to approve, inter alia, the granting of the Repurchase Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate, the re-election of the retiring Directors, and the adoption of new memorandum and Articles of Association.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the 2023 AGM. An announcement on the poll vote results will be published by the Company after the 2023 AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the 2023 AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.pwmedtech.com). Whether or not you are able to attend the 2023 AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time scheduled for holding the 2023 AGM or any adjournment thereof (i.e. not later than 10:00 a.m. (Hong Kong time) on Sunday, June 4, 2023). Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2023 AGM if you so wish and in such event, your proxy form shall be deemed to be revoked.

– 6 –

LETTER FROM THE BOARD

6. RECOMMENDATION

The Directors consider that the granting of all the resolutions to be proposed at the 2023 AGM are in the interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the 2023 AGM.

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I — Explanatory Statement on the Repurchase Mandate; Appendix II — Details of the Retiring Directors Proposed to be Re-elected at the 2023 AGM; and Appendix III — Proposed Amendments to the Memorandum and Articles of Association.

Yours faithfully, By order of the Board PW Medtech Group Limited 普華和順集團公司 Yue’e Zhang Chairman & Chief Executive Officer

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2023 AGM in relation to the granting of the Repurchase Mandate.

1. REASONS FOR REPURCHASES OF SHARES

The Directors believe that the granting of the Repurchase Mandate is in the interests of the Company and the Shareholders.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any 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.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,565,632,098 Shares.

Subject to the passing of the ordinary resolution set out in item 6 of the notice of the 2023 AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued ordinary share capital of the Company remains unchanged as at the date of the 2023 AGM, i.e. being 1,565,632,098 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a maximum of 156,563,209 Shares, representing 10% of the total number of Shares in issue as at the date of the 2023 AGM.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be funded from the Company’s internal resources, which shall be funds legally available for such purposes in accordance with the Company’s Memorandum and Articles of Association, the Listing Rules, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended December 31, 2022) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

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

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase 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 for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, Cross Mark Limited (wholly owned by Ms. Yufeng Liu) and Mr. Marc Chan (through Right Faith Holdings Limited and Amplewood Resources Limited, which are wholly owned by him) were interested in 575,061,863 and 408,385,962 issued Shares respectively, representing approximately 36.73% and 26.08% of the total issued share capital of the Company respectively. On the basis that (i) the total issued share capital of the Company (being 1,565,632,098 Shares) remains unchanged as at the date of the 2023 AGM, and (ii) the shareholding interests of Cross Mark Limited (being 575,061,863 issued Shares) and Mr. Marc Chan (being 408,385,962 issued Shares) in the Company remain unchanged immediately after the full exercise of the Repurchase Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the 2023 AGM (presuming that apart from the decrease of the issued share capital arising from the said full exercise of the Repurchase Mandate, there is no other change in the Company’s issued share capital), the shareholding interests of Cross Mark Limited and Mr. Marc Chan in the issued Shares would be increased to approximately 40.81% and 28.98% of the total issued share capital of the Company respectively. In the opinion of the Directors, the abovementioned increase of shareholdings may give rise to an obligation for Cross Mark Limited to make a mandatory offer under Rule 26 of the Takeovers Code.

Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a consequence of any purchases pursuant to the Repurchase Mandate.

In addition, the Listing Rules prohibit a company from making repurchase of its shares on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the company’s issued share capital would be in public hands. The Directors do not propose to repurchase Shares, which would result in less than the prescribed minimum percentage of Shares in public hands.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

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

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the following months were as follows:

Month	Highest	Lowest
	HK$	HK$
2022
April	0.900	0.770
May	0.840	0.740
June	0.800	0.730
July	0.880	0.750
August	0.860	0.730
September	0.850	0.530
October	0.690	0.560
November	0.700	0.560
December	0.690	0.530
2023
January	0.650	0.510
February	0.680	0.580
March	0.620	0.520
April (up to the Latest Practicable Date)	0.570	0.475

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the previous six months (whether on the Stock Exchange or otherwise).

– 11 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2023 AGM

APPENDIX II

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the 2023 AGM, are provided below.

(1) MS. YUE’E ZHANG, EXECUTIVE DIRECTOR

Position and experience

Ms. Yue’e Zhang (張月娥) (‘‘Ms. Zhang’’), born in 1963, is the Chief Executive Officer, the Chairman, an executive Director and the chairman of the nomination committee of the Company. She is also a director of certain subsidiaries of the Company. In addition to her roles with the Group, Ms. Zhang currently serves as the executive director of WP Medical Technologies, Inc. She is also one of the early founders of Lepu Medical Technology (Beijing) Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 300003). She was a director of China Biologic Products Holdings, Inc., a company previously listed on the NASDAQ Stock Market (NASDAQ: CBPO) from January 1, 2018 till January 6, 2021. Ms. Zhang has worked in the medical device industry for nearly 30 years and has accumulated considerable experience in product design, R&D, and management and investment. Ms. Zhang graduated from Xi’an Jiaotong University (西安交通大學) with a bachelor’s degree in materials science and engineering in July 1985, and later received two master’s degrees relating to materials science and management from Xi’an University of Technology (西安理工 大學) and Florida International University in July 1988 and April 1996, respectively.

Save as disclosed above, Ms. Zhang has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing letter of appointment issued by the Company to Ms. Zhang, her current term of office is 3 years from February 3, 2021, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. Ms. Zhang is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Relationships

Ms. Zhang is the daughter of Ms. Yufeng Liu (the ultimate controlling Shareholder who wholly owns Cross Mark Limited, the controlling Shareholder). Save as disclosed above, as far as the directors are aware, Ms. Zhang does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2023 AGM

APPENDIX II

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Zhang was interested in 50,000 Shares held by her. Save as disclosed above, Ms. Zhang was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the letter of appointment, Ms. Zhang is entitled to an annual director’s fee of US$150,000. Ms. Zhang is also eligible to participate in the Company’s share option schemes. The above emoluments of Ms. Zhang have been determined with reference to her roles and duties, performance and responsibilities as well as the prevailing market conditions, and are subject to revision in the future by the decision of the Board based on the recommendation of the remuneration committee of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Ms. Zhang to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Ms. Zhang that need to be brought to the attention of the Shareholders.

(2) MR. CHEN GENG, INDEPENDENT NON-EXECUTIVE DIRECTOR

Position and experience

Mr. Chen Geng (陳庚) (‘‘Mr. Chen’’), born in 1970, has been an independent nonexecutive Director since October 2013. He is also the chairman of the remuneration committee of the Company and a member of the audit committee of the Company. Mr. Chen served in the following positions in Peking University Resources (Holdings) Company Limited (name changed from ‘‘EC-Founder (Holdings) Company Limited’’ on October 25, 2013, a company listed on the Main Board of the Stock Exchange, stock code: 618): executive president from 2005 to 2006, executive director from 2006 to May 2013 and vice president from May 2013 to September 2019. He was also an executive director of Founder Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 418) from 2006 to 2011 and the vice president of New Auto Group (新奧特集團) from 2004 to 2005, and had worked in various investment firms in the PRC, garnering extensive experience in finance and management. Mr. Chen has obtained the qualification of senior economist (高級經濟師) from China State Construction Engineering Corporation Limited (中國建築工程總公司) in October 2010. He graduated from Northwest University (西北大學) with a bachelor’s degree in administrative management in July 1993 and later received an EMBA degree from Guanghua School of Management, Peking University (北京大學光華管理學院) in January 2005.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2023 AGM

APPENDIX II

Mr. Chen has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing letter of appointment issued by the Company to Mr. Chen, his current term of office is 3 years from October 15, 2022, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. Mr. Chen is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Chen does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chen was interested in 636,943 Shares held by him. Save as disclosed above, Mr. Chen was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the letter of appointment, Mr. Chen is entitled to an annual director’s fee of HK$200,000, which has been determined with reference to his roles and duties, as well as the prevailing market conditions. Mr. Chen is also eligible to participate in the Company’s share option schemes. The emoluments of Mr. Chen are subject to revision in the future by the decision of the Board based on the recommendation of the remuneration committee of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Chen to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Chen that need to be brought to the attention of the Shareholders.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Details of the proposed amendments to the Memorandum and Articles of Association are set out as follows:

Proposed amendments Clause No. (showing changes to the existing Memorandum of Association)

Cover page

~~SECOND~~ THIRD AMENDED AND RESTATED

MEMORANDUM AND ARTICLES

OF

ASSOCIATION

OF

PW Medtech Group Limited 普 華 和 順 集 團 公 司

(adopted by a Special Resolution passed on ~~14 October 2013[~~ .] 2023)

==> picture [215 x 40] intentionally omitted <==

~~Appleby 2206-19 Jardine House 1 Connaught Place, Central Hong Kong~~

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Clause No.

Proposed amendments (showing changes to the existing Memorandum of Association)

Table of Contents

FINANCIAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

46

Heading

THE COMPANIES ~~LAW (as revisedA~~ CT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES ~~SECONDT~~ HIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

PW Medtech Group Limited 普 華 和 順 集 團 公 司

(the ‘‘Company’’)

(adopted by a Special Resolution passed on ~~14 October 2013[~~ .] 2023)

1. The registered office of the Company will be situate at the offices of Portcullis TrustNet (Cayman) Ltd., the Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands or at such other place in the Cayman Islands as the ~~Directorsd~~ irectors of the Company may from time to time decide.

2. 4.2 To lend money with or without security either at interest or without and to invest money of the Company in such manner as the ~~Directors~~ directors of the Company think fit.

3. 4.16 To acquire and take over the whole or any part of the business, property and liabilities of any person or persons, firm or company or to take or ~~othero~~ therwise acquire and hold shares, stock, debentures or other securities of or interest in any other company carrying on any business or possessed of any property or rights.

4. If the Company is registered as an exempted company as defined in the ~~Cayman Islands~~ Companies ~~Law~~ Act (as revised) of the Cayman Islands, it shall have the power, subject to the provisions of the ~~Cayman Islands C~~ ompanies ~~Law~~ Act (as revised) of the Cayman Islands and with the approval of a special resolution, to continue as a body incorporated under the laws of any jurisdiction outside ~~of~~ the Cayman Islands and to be de-registered in the Cayman Islands.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article No.

Proposed amendments (showing changes to the existing Articles of Association)

Heading

THE COMPANIES ~~LAW (as revisedA~~ CT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES ~~SECONDT~~ HIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

PW Medtech Group Limited 普 華 和 順 集 團 公 司

(adopted by a Special Resolution passed on ~~14 October 2013[~~ .] 2023)

1. (a) Table ‘‘A’’ in Schedule 1 of the Companies ~~Law~~ Act (as revised) of the Cayman Islands shall not apply to the Company.

2. (b) Any marginal notes, titles or lead in references to Articles and the ~~index~~ table of contents of the Memorandum and Articles of Association shall not form part of the Memorandum ~~or Articles~~ of Association or these Articles of Association and shall not affect their interpretation. ~~In interpreting T~~ he following definitions apply in these Articles of Association ~~,~~ unless ~~there be something in t~~ he subject or context ~~inconsistent therewithr~~ equires otherwise:

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

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

‘‘Articles’’ means these Articles of Association in their present form and all supplementary, amended or substituted articles of association of the Company for the time being in force;

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

‘‘Auditors’’ means the persons appointed by the Company from time to time to perform the duties of auditors of the Company ~~;~~

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments Article No. (showing changes to the existing Articles of Association)

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

‘‘Business ~~Days~~ Day’’ means a day (other than a Saturday ~~and dayso~~ r a day on which a tropical cyclone warning No.8 or above or a ‘‘black rainstorm warning signal’’ is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which the HK Stock Exchange is open for the business of trading in securities;

‘‘Call’’ ~~shall include~~ includes any instalment of a call;

‘‘Chairman’’ means, except where the context otherwise requires, the ~~Chairman~~ chairman presiding at any meeting of Shareholders or of the Board;

‘‘Clearing House’’ means a clearing house recognized by the laws of the jurisdiction in which ~~the S~~ hares ~~of the Company~~ are listed or quoted with the permission of the Company on a stock exchange in such jurisdiction;

‘‘close associate(s)’’ has the meaning given to it in the Listing Rules;

‘‘Companies ~~LawA~~ ct’’ means the Companies ~~Law~~ Act (as revised) of the Cayman Islands (as amended from time to time) and every other act, order, regulation or other instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, ~~the~~ its Memorandum of Association and/or ~~thet~~ hese Articles ~~of Association;~~

‘‘Companies Ordinance’’ means the Companies Ordinance ~~, (~~ Cap. ~~32~~ 622 of the Laws of Hong Kong ~~)~~ (as amended from time to time ~~;~~ );

‘‘elected Shares’’ has the meaning given to it in Article 160(a)(ii)(D);

‘‘electronic meeting’’ means a general meeting convened for, and held and conducted wholly and exclusively by, virtual attendance and participation by Shareholders and/or proxies by means of electronic facilities;

‘‘HK$’’ or ‘‘ Hong Kong dollars’’ means Hong Kong dollars, the lawful currency for the time being of Hong Kong;

‘‘Holding Company’’ has the meaning ascribed to it by Section ~~2~~ 13 of the Companies Ordinance;

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

Article No. (showing changes to the existing Articles of Association)

‘‘hybrid meeting’’ means a general meeting convened for, and held and conducted by: (a) physical attendance and participation by Shareholders and/or proxies at the Principal Meeting Place and, where applicable, one or more Meeting Locations; and (b) virtual attendance and participation by Shareholders and/or proxies by means of electronic facilities;

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

‘‘Meeting Location’’ has the meaning given to it in Article 71A(1);

‘‘non-elected Shares’’ has the meaning given to it in Article 160(a)(i)(D);

‘‘Ordinary Resolution’’ means a resolution as described in Article 1( ~~d~~ e) of these Articles;

‘‘Participant’’ has the meaning given to it in Article 71A(1);

‘‘physical meeting’’ means a general meeting convened for, and held and conducted by, physical attendance and participation by Shareholders and/or proxies at the Principal Meeting Place and, where applicable, one or more Meeting Locations;

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

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

‘‘Registered Office’’ means the registered office of the Company for the time being as required by the Companies ~~Law~~ Act;

‘‘Registration Office’’ means such place or places in the Relevant Territory or elsewhere where the Board from time to time determine to keep a branch register of Shareholders ~~of the Company i~~ n respect of that class of share capital and where (except in cases where the Board otherwise agrees) transfers of other documents of title for Shares are to be lodged for registration and are to be registered;

‘‘Securities Seal’’ ~~shall mean~~ means a seal for ~~use for s~~ ealing certificates for ~~sharesS~~ hares or other securities issued by the Company which is a facsimile of the Seal ~~of the Company~~ with the addition on its face of the words ‘‘Securities Seal’’;

‘‘Share’’ means a share in the ~~share~~ capital of the Company and includes stock except where a distinction between stock and Shares is expressed or implied;

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

Article No. (showing changes to the existing Articles of Association)

• ‘‘Shareholder’’ means the person who is duly registered in the Register as holder for the time being of any Share and includes ~~personsa~~ person who ~~arei~~ s jointly so registered;

• ‘‘Special Resolution’’ means a resolution as described in Article 1( ~~cd~~ ) of these Articles;

‘‘Subscription Right Reserve’’ has the meaning given to it in Article 195(a)(i);

• ‘‘Subsidiary’’ has the meaning ascribed to it by Section ~~2~~ 15 of the Companies Ordinance; and

• (c) ~~InI~~ n, and for the purposes of, these Articles, unless there be something in the subject or context inconsistent herewith:

• (i) words denoting the singular number ~~shall i~~ nclude the plural number and vice versa;

• (ii) words importing any gender ~~shall i~~ nclude every gender and words importing persons ~~shall~~ include partnerships, firms, companies and corporations;

• (iii) subject to the foregoing provisions of this Article, any words or expressions defined in the Companies ~~LawA~~ ct (except any statutory modification thereof not in force when these Articles become binding on the Company) ~~shall b~~ ear the same meaning in these Articles, save that ~~‘‘company’’ shall,~~ where the context permits ~~include~~ , a reference to a company includes any company incorporated in the Cayman Islands or elsewhere; ~~and~~

• (iv) a reference to an Article is to an article of these Articles;

• (v) references to any statute or statutory provision ~~shalla~~ re to be construed as relating to any statutory modification or re-enactment thereof for the time being in force ~~.~~ ;

• (vi) a reference to a meeting includes a meeting convened and held in any manner permitted by these Articles and any Shareholder or Director participating in a meeting by means of electronic facilities is deemed to be present at that meeting for all purposes of the Companies Act and these Articles, and the terms ‘‘attend’’, ‘‘participate’’, ‘‘attending’’, ‘‘participating’’, ‘‘attendance’’ and ‘‘participation’’ are to be construed accordingly;

• (vii) a reference to electronic facilities includes, without limitation, a website address, a webinar, a webcast, video or any other form of conference call system (being a telephone, video, web or other system);

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

Article No. (showing changes to the existing Articles of Association)

• (viii) no provision precludes the holding and conducting of a general meeting of the Company in such a way that persons who are not present together at the same place or places may attend and participate in that general meeting by electronic means; and

• (ix) a reference to the right of a Shareholder to speak at an electronic meeting or a hybrid meeting includes the right to raise a question or make a statement to the Chairman of the meeting, verbally or writing, by means of electronic facilities, and such a right will be deemed to have been duly exercised if the question or statement may be heard or seen by all or only some of the persons present at the meeting, or only by the Chairman of the meeting, in which event the Chairman of the meeting shall relay the question raised or the statement made verbatim to all persons present at the meeting, either verbally or in writing by means of electronic facilities.

• ~~(c)(~~ d) At all times during the Relevant Period a resolution shall be a Special Resolution when it has been passed by a majority of Shareholders representing not less than ~~¾t~~ hree quarters of the votes cast by such Shareholders as, being entitled so to do, vote in person or by proxy, or, in the cases of Shareholders which are corporations, by their respective duly authorised representatives, at a general meeting of which not less than 21 days’ notice, specifying (without prejudice to the power contained in ~~thet~~ hese Articles to amend the same) the intention to propose the resolution as a Special Resolution, has been duly given. Provided that, except in the case of an annual general meeting if it is so agreed by a majority in number of the Shareholders having a right to attend and vote at any such meeting, being a majority together holding not less than 95% in nominal value of the Shares giving that right (or, in the case of an annual general meeting, by all Shareholders ~~of the Company~~ having that right), a resolution may be proposed and passed as a Special Resolution at a meeting of which less than 21 days’ notice has been given.

• ~~(d)(~~ e) A resolution shall be an Ordinary Resolution when it has been passed by a simple majority of the votes cast by such Shareholders as, being entitled so to do, vote in person or, where proxies are allowed, by proxy or, in the case of any Shareholder being a corporation, by its duly authorised representative at a general meeting held in accordance with these Articles and of which not less than 14 days’ notice has been duly given.

• ~~(e)(~~ f) A resolution in writing signed (in such manner as to indicate, expressly or impliedly, unconditional approval) by or on behalf of all Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company shall, for the purpose of these Articles, be treated as an Ordinary Resolution duly passed at a general meeting of the Company duly convened and held and, where relevant as a Special Resolution so passed. Any such resolution shall be deemed to have been passed

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

Article No. (showing changes to the existing Articles of Association)

at a meeting held on the date on which it was signed by the last person to sign, and where the resolution states a date as being the date of his signature thereof by any Shareholder the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, and signed by one or more relevant Shareholders.

• ~~(f)(~~ g) A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles.

• ~~To the extent that the same is permissible under Cayman Islands law and subject to Article 13, aA~~ Special Resolution shall be required to alter the Memorandum of Association of the Company, to approve any amendment of ~~thet~~ hese Articles or to change the name of the Company.

• (a) If at any time the share capital of the Company is divided into different classes of Shares, all or any of the special rights attached to any class (unless otherwise provided for by the terms of issue of the Shares of that class) may, subject to the provisions of the Companies ~~Law~~ Act, be varied or abrogated ~~either with the consent in writing of the holders of not less than ¾ 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 the provisions of these Articles relating to general meetings shall, mutatis mutandis, apply, but so that the necessary quorum ~~(other than at an adjourned meeting) s~~ hall be not less than ~~2t~~ wo persons ~~holdingp~~ resent in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy holding or representing ~~by proxy n~~ ot less than one ~~-~~ third in nominal value of the issued Shares of that class ~~, that the quorum for any meeting adjourned for want of quorum shall be 2 Shareholders present in person (or in the case of the Shareholder being a corporation, by its duly authorised representative) or by proxy (whatever the number of Shares held by them) and that any holder of Shares of the class present in person (or in the case of the Shareholder being a corporation, by its duly authorised representative) or by proxy may demand a poll~~ .

• Any new Shares shall be issued upon such terms and conditions and with such rights, privileges or restrictions attached thereto as the general meeting resolving upon the creation thereof shall direct, and if no direction be given, subject to the provisions of the Companies ~~LawA~~ ct and of these Articles, as the Board shall determine; and in particular such Shares may be issued with a preferential or qualified right to participate in Dividends and in the distribution of assets of the Company and with a special right or without any right of voting.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

Article No. (showing changes to the existing Articles of Association)

1. The Board may before the issue of any new Shares, determine that the same, or any of them, shall be offered in the first instance, and either at par or at a premium, to all the existing holders of any class of Shares in proportion as ~~nearly~~ near as may be to the number of Shares of such class held by them respectively, or make any other provisions as to the allotment and issue of such Shares, but in default of any such determination or so far as the same shall not extend, such Shares may be dealt with as if they formed part of the capital of the Company existing prior to the issue of the same.

2. (a) All unissued Shares and other securities of the Company shall be at the disposal of the Board and it may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times, for such consideration and generally on such terms (subject to Article 9) as it in its absolute discretion thinks fit, but so that no Shares shall be issued at a discount. The Board shall, as regards any offer or allotment of Shares, comply with the provisions of the Companies ~~Law~~ Act, if and so far as such provisions may be applicable thereto.

3. (b) Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of Shares or other securities of the Company, to make, or make available, and may resolve not to make, or make available, any such allotment, offer, option or Shares or other securities to Shareholders or others with registered addresses in any jurisdiction outside ~~of t~~ he Relevant Territory, or in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable, or the existence or extent of the requirement for such registration statement or special formalities might be expensive (whether in absolute terms or in relation to the rights of the Shareholder(s) who may be affected) or time consuming to determine. The Board shall be entitled to make such arrangements to deal with fractional entitlements arising on an offer of any unissued Shares or other securities as it thinks fit, including the aggregation and the sale thereof for the benefit of the Company. Shareholders who may be affected as a result of any of the matters referred to in this paragraph (b) shall not be, and shall be deemed not to be, a separate class of Shareholders for any purposes whatsoever.

4. (a) The Company may at any time pay commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any Shares or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any Shares, but so that the conditions and requirements of the Companies ~~LawA~~ ct shall be observed and complied with, and in each case the commission shall not exceed 10% of the price at which the Shares are issued.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

Article No. (showing changes to the existing Articles of Association)

• (b) If any Shares are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable within a period of one year, the Company may pay interest on so much of that share capital as is for the time being paid up for the period and, subject to any conditions and restrictions mentioned in the Companies ~~Law~~ Act, may charge the sum so paid by way of interest to capital as part of the cost of construction of the works or buildings, or the provisions of the plant.

• (d) sub-divide its Shares or any of them into Shares of smaller amount than is fixed by the Memorandum of Association, subject nevertheless to the provisions of the Companies ~~Law~~ Act, and so that the resolution whereby any Share is sub-divided may determine that, as between the holders of the Shares resulting from such sub-division, one or more of the Shares may have any such preferred or other special rights over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new Shares;

• (a) Subject to the Companies ~~Law~~ Act, or any other law or so far as not prohibited by any law and subject to any rights conferred on the holders of any class of Shares, the Company shall have the power to purchase or otherwise acquire all or any of its own Shares (which expression as used in this Article includes redeemable Shares) provided that the manner and terms of purchase have first been authorised by an Ordinary Resolution ~~of the Shareholders,~~ and to purchase or otherwise acquire warrants and other securities for the subscription or purchase of its own Shares, and shares and warrants and other securities for the subscription or purchase of any shares in any company which is its Holding Company and may make payment therefor in any manner and terms authorised or not prohibited by law, including out of capital, or to give, directly or indirectly, by means of a loan, a guarantee, an indemnity, the provision of security or otherwise howsoever, financial assistance for the purpose of or in connection with a purchase or other acquisition made or to be made by any person of any Shares or warrants or other securities in the Company or any company which is a Holding Company of the Company and should the Company purchase or otherwise acquire its own Shares or warrants or other securities neither the Company nor the Board shall be required to select the Shares or warrants or other securities to be purchased or otherwise acquired rateably or in any other manner and terms as between the holders of Shares or warrants or other securities of the same class or as between them and the holders of Shares or warrants or other securities of any other class or in accordance with the rights as to Dividends or capital conferred by any class of Shares provided always that any such purchase or other acquisition or financial assistance shall only be made in

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

Article No. (showing changes to the existing Articles of Association)

accordance with the relevant code, rules or regulations issued from time to time by the HK Stock Exchange and/or the Securities and Futures Commission of Hong Kong from time to time in force.

• (b) ~~(i)~~ Subject to the provisions of the Companies ~~Law~~ Act and the Memorandum of Association of the Company, and to any special rights conferred on the holders of any Shares or attaching to any class of Shares, Shares may be issued on the terms that they may, at the option of the Company or the holders thereof, be liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

  • ~~(ii) Where the Company purchases for redemption a redeemable Share, purchases not made through the market or by tender shall be limited to a maximum price, and if purchases are by tender, tenders shall be available to all Shareholders alike.~~

• ~~(c) (i) The purchase or redemption of any Share shall not be deemed to give rise to the purchase or redemption of any other Share.~~

  • ~~(ii) The holder of the Shares being purchased or redeemed shall be bound to deliver up to the Company at the Head Office or such other place as the Board shall specify the certificate(s) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies in respect thereof.~~

• (a) The Board shall cause to be kept the Register and there shall be entered therein the particulars required under the Companies ~~LawA~~ ct.

• (b) Subject to the provisions of the Companies ~~LawA~~ ct, if the Board considers it necessary or appropriate, the Company may establish and maintain a principal or branch register of Shareholders at such location as the Board thinks fit and, during the Relevant Period, the Company shall keep its principal or a branch register of Shareholders in Hong Kong.

• (d) ~~The Register may~~ The Register may, subject to the Listing Rules, be closed at such time or for such period not exceeding in the whole 30 days in each year as the Board may determine in a manner which complies with section 632 of the Companies Ordinance.

• (a) Every person whose name is entered as a Shareholder in the Register shall be entitled to receive within the relevant time limit as prescribed in the Companies ~~Law~~ Act or as the HK Stock Exchange may from time to time determine, whichever is shorter, after allotment or lodgement of a transfer (or within such other period as the conditions of issue shall provide or is required by the applicable rules of the stock exchange of the Relevant Territory) one certificate for all his Shares, or, if he shall so request, in a case where the allotment or transfer is of a number of Shares in excess of the number for the

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

Article No. (showing changes to the existing Articles of Association)

time being forming a stock exchange board lot for the purposes of the stock exchange of the Relevant Territory on which the Shares are listed upon payment of such sum (in the case of a transfer, not exceeding in the case of any share capital listed on a stock exchange in Hong Kong, HK$2.50 or such other sum as may from time to time be allowed or not prohibited under the Listing Rules, and in the case of any other Shares, such sum in such currency as the Board may from time to time determine to be reasonable in the territory in which the relevant Register is situated, or otherwise such other sum as the Company may by Ordinary Resolution determine) for every certificate after the first as the Board may from time to time determine, such number of certificates for Shares in stock exchange board lots or whole multiples thereof as he shall request and one for the balance (if any) of the Shares in question, provided that in respect of a Share or Shares held jointly by several persons the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of the joint holders shall be sufficient delivery to all such holders.

1. Every certificate for Shares, warrants or debentures or representing any other form of securities of the Company shall be issued under the Seal ~~of the Company~~ , which for this purpose may be a duplicate Seal.

2. (a) The Company shall not be bound to register more than ~~4f~~ our persons as joint holders of any Share.

3. (b) If any Shares shall stand in the names of ~~2t~~ wo or more persons, the person first named in the Register shall be deemed to be sole holder thereof as regards service of notice and, subject to the provisions of these Articles, all or any other matter connected with the Company, except the transfer of ~~the Share~~ such Shares.

4. The Company shall have a first and paramount lien on every Share (not being a fully paid Share) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of that Share; and the Company shall also have a first and paramount lien and charge on all Shares (other than fully paid-up Shares) standing registered in the name of a Shareholder, whether singly or jointly with any other person or persons, for all the debts and liabilities of such Shareholder or his estate to the Company and whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such Shareholder, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Shareholder or his estate and any other person, whether a Shareholder ~~of the Company o~~ r not. The Company’s lien (if any) on a Share shall extend to all Dividends and

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

Article No. (showing changes to the existing Articles of Association)

bonuses declared in respect thereof. The Board may at any time either generally or in any particular case waive any lien that has arisen, or declare any Share to be exempt wholly or partially from the provisions of this Article.

1. The Company may sell, in such manner as the Board thinks fit, any Shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, nor until the expiration of 14 days after a notice in writing, stating and demanding payment of the sum presently payable or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of intention to sell in default, shall have been given, in the manner in which notices may be sent to Shareholders ~~of the Company~~ as provided in these Articles, to the registered holder for the time being of the Shares, or the person entitled by reason of such holder’s death, bankruptcy or winding-up to the Shares.

2. No Shareholder shall be entitled to receive any Dividend or bonus or to be present or vote (save as proxy or authorised representative for another Shareholder) at any general meeting, either personally, or (save as proxy or authorised representative for another Shareholder) by proxy, or be ~~reckoned~~ counted in a quorum, or to exercise any other privilege as a Shareholder until all calls or instalments due from him to the Company, whether alone or jointly or jointly and severally with any other person, together with interest and expenses (if any) shall have been paid.

3. Subject to the Companies ~~Law~~ Act, all transfers of Shares shall be effected by transfer in writing in the usual or common form or in such other form as the Board may accept provided always that it shall be in such a form prescribed by the HK Stock Exchange and may be under hand only or, if the transferor or transferee is a Clearing House (or its nominee(s)), under hand or by machine imprinted signature or by such other means of execution as the Board may approve from time to time.

4. (c) Notwithstanding anything contained in these Articles, the Company shall as soon as practicable and on a regular basis record in the principal Register all removals of Shares effected on any branch Register and shall at all times maintain the principal Register and all branch Registers in all respects in accordance with the Companies ~~Law~~ Act.

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

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(showing changes to the existing Articles of Association)

1. At all times during the Relevant Period ~~other than the year of the Company’s adoption of these Articles,~~ the Company shall in each financial year hold a general meeting as its annual general meeting in addition to any other meeting in that financial year and shall specify the meeting as such in the notice calling it ~~; and not more than 15 Months~~ . Each annual general meeting shall be held within six Months after the end of the Company’s financial year (or ~~sucha~~ ny longer period ~~as may be~~ authorised by the HK Stock Exchange) ~~shall elapse between the date of one annual general meeting of the Company and that of the next. The annual general meeting shall be held i~~ n the Relevant Territory or elsewhere, as may be determined by the Board, and at such time and place as the Board shall appoint. ~~A~~ Without prejudice to any of the provisions of Articles 71A to 71F, a meeting of the Shareholders or any class thereof (including an annual general meeting or an adjourned or postponed meeting) may be held as a physical meeting in any part of the world, and at one or more locations as provided in Article 71A, or as a hybrid meeting or an electronic meeting, as may be determined by the Board in its absolute discretion. Each Shareholder who is entitled to attend and vote at a meeting of the Shareholders or any class thereof ~~may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence at such meetingsm~~ ay speak at that meeting.

2. The Board may, whenever it thinks fit, convene an extraordinary general meeting. ~~ExtraordinaryA~~ n extraordinary general ~~meetings~~ meeting shall also be convened on the requisition of one or more Shareholders holding, ~~ato~~ n the date of deposit of the requisition, not less than 10% of the voting rights (on a one ~~tenth of the paid upv~~ ote per Share basis) in the issued share capital of the Company ~~having the right of voting at.~~ Such Shareholder(s) shall also be entitled to add resolutions to the agenda for the extraordinary general ~~meetingsm~~ eeting concerned. Such requisition shall be made in writing to the Board or the Secretary for the purpose of requiring an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition. Such meeting shall be held within ~~2~~ two Months after the deposit of such requisition. If, within 21 days of such deposit, the Board fails to proceed to convene such meeting, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

3. An annual general meeting ~~and an extraordinary general meeting called for the passing of a Special Resolution s~~ hall be called by at least 21 days’ notice in writing, and a general meeting of the Company other than an annual general meeting or an extraordinary general meeting for the passing of a Special Resolution shall be called by at least 14 days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify or include: (i) except in the case of an electronic

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meeting, the place ~~,~~ of the meeting (and, if two or more Meeting Locations have been determined by the Board pursuant to Article 71A(1), the principal place of the meeting, which shall be a location in Hong Kong or any other location determined by the Board (the ‘‘Principal Meeting Place’’)); (ii) the day, the hour and the agenda of the meeting and particulars of the resolutions to be considered at that meeting and in case of special business (as defined in Article 67), the general nature of that business ~~, and shall be given, in~~ ; and (iii) if the general meeting is to be a hybrid meeting or an electronic meeting, a statement to that effect and details of the electronic facilities to be made available for attending and participating by electronic means at the meeting (or how these details will be made available by the Company before the meeting). The notice shall be given, in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Company, provided that a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:

• (a) in the case of a meeting called as the annual general meeting, by all the Shareholders entitled to attend and vote thereat or their proxies; and

• (b) in the case of any other meeting, by a majority in number of the Shareholders having a right to attend and vote at the meeting, being a majority together holding not less than 95% ~~in nominal value o~~ f the ~~Shares giving that right~~ total voting rights of those Shareholders.

• (a) (iv) the appointment and removal of the Auditors;

  • (v) the fixing ~~of~~ , or the determining of the method of fixing, of the remuneration of the Directors and of the Auditors;

• ~~ForU~~ nless otherwise specified, for all purposes the quorum for a general meeting shall be ~~2t~~ wo Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy, holding or representing at least 20% of the total issued shares of the ~~CompanyandC~~ ompany and entitled to vote. No business shall be transacted at any general meeting unless the requisite quorum shall be present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting.

• If within 15 minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and ~~place(~~ where applicable) such place(s), and (where applicable) in such form and referred to in

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Article 62, as shall be decided by the Board, and if at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the Shareholder or the Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and entitled to vote shall be a quorum and may transact the business for which the meeting was called.

1. The Chairman (if any) of the Board or if he is absent or declines to take the chair at such meeting, the ~~Vice Chairmanv~~ ice chairman (if any) of the Board shall take the chair at every general meeting, or, if there ~~bei~~ s no such Chairman or ~~Vice Chairmanv~~ ice chairman of the Board, or, if at any general meeting neither of such Chairman or ~~Vice Chairman~~ vice chairman of the Board is present within 15 minutes after the time appointed for holding such meeting, or both such persons decline to take the chair at such meeting, the Directors present shall choose one of their number as Chairman of the meeting, and if no Director be present or if all the Directors present decline to take the chair or if the Chairman of the meeting chosen shall retire from the chair, then the Shareholders present shall choose one of their number to be Chairman of the meeting.

2. ~~TheS~~ ubject to Article 71C, the Chairman of the meeting may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for 14 days or more, at least ~~7~~ seven clear days’ notice, specifying the place, the day and the hour of the adjourned meeting, shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no notice of an adjournment or of the business to be transacted at any adjourned meeting needs to be given nor shall any Shareholder be entitled to any such notice. No business shall be transacted at an adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

3. 71A. (1) The Board may, in its absolute discretion, arrange for a person who proposes to attend a general meeting (each, a ‘‘Participant’’) to do so by simultaneous attendance and participation by means of electronic facilities or at such location or locations (each, a ‘‘Meeting Location’’) determined by the Board in its absolute discretion. Any Participant attending and participating in such way, any Shareholder or any proxy participating in such way or any Shareholder or any proxy participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at, and shall be counted in the quorum for, the meeting.

4. (2) The following rules and requirements apply to each general meeting:

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• (i) one or more Participants attend a Meeting Location, and/or, in the case of a hybrid meeting, one or more Participants join the meeting by means of electronic facilities, and a quorum for the meeting is present in accordance with these Articles, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;

• (ii) each Participant present in person (or, in the case of a Participant being a corporation, by its duly authorised representative) or by proxy at a Meeting Location, and/or each Participant participating in an electronic meeting or a hybrid meeting by means of electronic facilities, shall be counted in the quorum for, and entitled to vote at, the meeting, and the 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 Participants at all Meeting Locations, and, where applicable, all Participants participating in an electronic meeting or a hybrid meeting by means of electronic facilities, are able to participate in the meeting, consider all of the business and matters for which the meeting has been convened and communicate with each other simultaneously and instantaneously at all times;

(iii)	where Participants attend a meeting by being present at one of the Meeting
	Locations and/or where Participants participate in an electronic meeting or a hybrid
	meeting by means of electronic facilities, a failure (for any reason) of the electronic
	facilities or communication equipment, or any other failure in the arrangements for
	enabling those Participants in a Meeting Location other than the Principal Meeting
	Place to participate in the business for which the meeting has been convened or, in
	the case of an electronic meeting or a hybrid meeting, the inability of one or more
	Participants (or, in the case of a Participant being a corporation, its duly authorised
	representative who is present at the meeting) 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 at it, or any business conducted at the meeting, provided that
	there is a quorum present throughout the meeting; and

• (iv) if any Meeting Location is not in the same jurisdiction as the Principal Meeting Place, and in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place.

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• 71B. The Board, and, at any general meeting, the Chairman of the meeting, may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place and/or any Meeting Location(s) and/or participation and/or voting in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or another means of identification, hyperlinks, passcodes, seat reservations, electronic voting or otherwise) as it/he/she shall in its/his/her absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Participant who, pursuant to such arrangements, is not entitled to attend, in person (or, in the case of a Participant being a corporation, by its duly authorised representative) or by proxy, at any Meeting Location shall be entitled to attend at another Meeting Location, and the entitlement of any Participant to attend the meeting or adjourned or postponed meeting at such Meeting Location or other Meeting Location shall be subject to any arrangements made by the Chairman of the meeting or which may be for the time being in force and, by the notice of meeting or adjourned or postponed meeting, stated to apply to the meeting.

71C. In the event, or if it appears to the Chairman of the meeting, that:

• (1) the electronic facilities at the Principal Meeting Place, or any other Meeting Location(s) at which the meeting may be attended, have become inadequate for the purpose referred to in Article 71A(1) or otherwise not adequate or sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of the meeting;

• (2) in the case of an electronic meeting or a hybrid meeting, the electronic facilities which have been made available have become inadequate;

• (3) it is not possible to ascertain the view or position of any Participant attending the meeting or to give each Participant attending the meeting a reasonable opportunity to communicate and/or vote at the meeting; or

• (4) violence, a threat of violence, unruly behaviour or another disruption occurs at the meeting or it is not possible for the meeting to be conducted in a proper and orderly manner,

then, without prejudice to any other power which the Chairman of the meeting may have under these Articles or at common law, the Chairman of the meeting may, in his/her absolute discretion, without the consent of anyone else present at the meeting, before or after the meeting begins and irrespective of whether a quorum is present, interrupt the meeting or adjourn it for any period he/she decides or for an indefinite period. All business conducted at the meeting until the time when it is interrupted or adjourned shall be valid.

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• 71D. The Board, and, at any general meeting, the Chairman of the meeting, may make any arrangements and impose any requirement or restriction the Board or the Chairman of the meeting (as applicable) considers appropriate to ensure the security and orderly conduct of that meeting, including, without limitation, requirements for evidence of identity to be produced by the Participants, the searching of their personal property and restrictions on any items that may be brought to a Meeting Location or the number and frequency of, and the time allowed for, questions or comments that may be raised or given at the meeting. Each Participant attending a general meeting shall also comply with all requirements or restrictions that may be imposed by the owner or occupier of the premises at which that meeting is held. Any arrangement, requirement or restriction made or imposed by the Board or the Chairman of the meeting pursuant to this Article shall be final and conclusive and the Board or the Chairman of the meeting (as applicable) may eject (physically or electronically), or procure the ejection of, any person who refuses to comply with it from the meeting.

• 71E. If, after the delivery of a notice calling a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not a notice calling the adjourned meeting is required), the Board, in its absolute discretion, considers that (for any reason) it will be inappropriate, impracticable, unreasonable or undesirable for the general meeting to be held on the date or at the time or place, or by means of the electronic facilities, specified in the notice of the meeting, it may: (i) postpone the meeting to another date and/or time; and/or (ii) change the place, electronic facilities and/or form of and/or for the meeting (including, without limitation, by changing the meeting to a physical meeting, an electronic meeting or a hybrid meeting), without the consent of any person. Without prejudice to the generality of the foregoing, the Board shall have the power to provide in every notice calling a general meeting the circumstances in which such a change or postponement of the relevant general meeting may occur automatically without further notice, including, without limitation, where a gale warning, rainstorm warning, extreme weather conditions or other similar event is/are in force or arise at any time on the day of the meeting. This Article is subject to the following rules and requirements:

• (1) where a general meeting has been postponed or there has been change to the place, electronic facilities and/or form of a general meeting, the Company shall: (A) endeavour to post a notice of such change or postponement on the Company’s website as soon as reasonably practicable (provided that failure to post such a notice shall not affect the automatic change or automatic postponement of such meeting); and (B) subject, and without prejudice, to Article 71, unless already specified in the original notice calling the meeting or any notice posted on the Company’s website, the Board shall determine the date, time, place (if applicable), electronic facilities (if applicable) and form of the meeting (if applicable) for the changed or postponed meeting, specify the date and time

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by which proxies must be submitted in order to be valid at that meeting (provided that any proxy submitted for the original meeting shall be valid for the purposes of that meeting unless it is revoked or replaced); and

• (2) the Company will not be required to give notice of the matters to be considered at a changed or postponed general meeting, or send (or resend) any relevant documents, to any Shareholder, provided that those matters and documents are the same as the matters and documents referred to in the notice calling the original meeting.

• 71F. Each Participant who will attend and participate in an electronic meeting or a hybrid meeting will be responsible for establishing and maintaining electronic facilities which enable him/her to do so. As long as the Chairman of the meeting considers each Participant’s, or each relevant Participant’s, electronic facilities to be adequate at the commencement of an electronic meeting or a hybrid meeting, the inability of a Participant to attend or participate in, or continue to attend or participate in, that meeting due to a problem with the electronic facilities that he/she is using shall not invalidate the proceedings of, or any resolution passed at, that meeting, provided that a quorum is present throughout the meeting.

• 71G. Without prejudice to any provision of Article 71, a physical meeting may also be held by means of any telephonic, electronic or other communication facilities which permit the Participants attending it to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at that meeting.

• (1) A resolution put to the vote of a general meeting shall be decided by way of a poll, save that the Chairman of the meeting may, in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands ~~. For~~ , in which case each Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy(ies) shall have one vote, provided that where more than one proxy is appointed by a Shareholder which is a Clearing House (or its nominee(s)), each such proxy shall have one vote on a show of hands. For the purposes of this Article, procedural and administrative matters are those that: (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Shareholders; and (ii) relate to the ~~Chairman’s dutiesd~~ uty of the Chairman to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Shareholders a reasonable opportunity to express their views.

• (2) 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 by:

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• (a) at least ~~2~~ two Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; ~~or~~

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

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

• ~~Unless a poll be so required or demanded as aforesaid and, in the latter case, not withdrawnW~~ here a resolution is voted on by a show of hands, a declaration by the Chairman of the meeting that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect made in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

• If a poll is required or demanded as aforesaid, it shall (subject as provided in Article 75) be taken in such manner (including the use of ballot or voting papers or tickets or an e-voting platform) and at such time and place not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was required or demanded as the Chairman of the meeting directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was required or demanded. The demand for a poll may be withdrawn, with the consent of the Chairman of the meeting, at any time before the close of the meeting at which the poll was demanded or the taking of the poll, whichever is the earlier.

• Any poll required or duly demanded on the election of a Chairman of a meeting or on any question of adjournment or postponement shall be taken at the meeting and without adjournment or postponement.

• In the ~~case~~ event of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place (where no poll is demanded) or at which the poll is required or demanded, shall be entitled to a second or casting vote. In ~~casee~~ vent of any dispute as to the admission or rejection of any vote, the Chairman of the meeting shall determine the same, and such determination shall be final and conclusive.

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Article No. (showing changes to the existing Articles of Association)

1. If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the Chairman of the meeting, the proceedings shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special Resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

2. Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of Shares, at any general meeting on a show of hands every Shareholder who is present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall (save as provided otherwise in this Article) have one (1) vote, and on a poll every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy, shall have one vote for every Share of which he is the holder which is fully paid or credited as fully paid (but so that no amount paid or credited as paid on a Share in advance of calls or instalments shall be treated for the purposes of this Article as paid on the Share). On a poll a Shareholder entitled to more than one vote need not use all his votes or cast all his votes in the same way. Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Shareholder which is a Clearing House (or its nominee(s)), each such proxy shall have one vote on a show of hands. Votes (whether on a show of hands or a poll) may be cast by such means, electronic (including through an e-voting platform) or otherwise, as the Chairman of the meeting may determine.

3. 79A. Each Shareholder has the right to speak and(except where that Shareholder is required, by the Listing Rules, to abstain from voting to approve the matter under consideration) vote at a general meeting. Where the Company has knowledge that any Shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Shareholder in contravention of such requirement or restriction shall not be counted.

4. Any person entitled under Article 51 to be registered as the holder of any Shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such Shares, provided that at least 48 hours before the time of the holding of the meeting or adjourned or postponed meeting (as the case may be) at which he proposes to vote, he shall satisfy the Board of his right to be registered as the holder of such Shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

5. Save as expressly provided in these Articles or otherwise determined by the Board, no person other than a Shareholder duly registered and who shall have paid everything for the time being due from him payable to the Company in respect of his Shares shall be entitled to be present

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or to vote (save as proxy or authorised representative for another Shareholder) whether personally, by proxy or by attorney or to be ~~reckoned~~ counted in the quorum, at any general meeting.

1. No objection shall be raised to the qualification of any person exercising or purporting to exercise a vote or the admissibility of any vote except at the meeting or adjourned or postponed meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive.

2. Any Shareholder entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is the holder of ~~2t~~ wo 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 Shareholder ~~of the Company.~~ On a poll or a show of hands, votes may be given either personally (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy. A proxy shall be entitled to exercise the same powers on behalf of a Shareholder who is an individual and for whom he acts as proxy as such Shareholder could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of a Shareholder which is a corporation and for which he acts as proxy as such Shareholder could exercise if it were a Shareholder who is an individual ~~Shareholder.~~

3. The instrument appointing a proxy and, if requested by the Board, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall be deposited at such place or one of such places (if any) as is specified in the notice of meeting or in the instrument of proxy issued by the Company (or, if no place is specified, at the Registration Office) not less than 48 hours before the time for holding the meeting or adjourned or postponed meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of 12 Months from the date of its execution, except at an adjourned ~~meeting~~ or postponed meeting or on a poll demanded at a meeting or an adjourned or postponed meeting in a case where the meeting was originally held within 12 Months from such date. Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person (or, in the case of a Shareholder being a corporation, its duly authorised representative) at the meeting or upon the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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1. A vote given in accordance with the terms of an instrument of proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or power of attorney or other authority under which the proxy was executed or the transfer of the Share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its Registration Office, or at such other place as is referred to in Article 88, at least ~~2~~ two hours before the commencement of the meeting or adjourned or postponed meeting at which the proxy is used.

2. (a) Any corporation which is a Shareholder may, by resolution of its directors or other governing body or by power of attorney, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Shareholders of the Company, and the person so authorised shall be entitled to vote and to exercise the same rights and powers on behalf of the corporation which he represents as that corporation could exercise if it were a Shareholder who is an individual ~~Shareholder of the Company.~~ References in these Articles to a Shareholder present in person at a meeting shall, unless the context otherwise requires, include a corporation which is a Shareholder represented at the meeting by such duly authorised representative.

3. (b) Where a Shareholder is a Clearing House (or its nominee(s)), it may (subject to Article 93) appoint one or more proxies or authorise such person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company ~~or at,~~ any meeting of any class of Shareholders or any meeting of creditors, each of those proxies or representatives shall enjoy rights equivalent to the rights of other Shareholders, provided that if more than one person is so authorised, the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. A person so authorised pursuant to the provisions of this Article 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)) which he represents as that Clearing House (or its nominee(s)) could exercise as if such person were a Shareholder who is an individual ~~Shareholder,~~ including the right to vote individually on a show of hands and the right to speak.

4. 93 (a) in the case of such an appointment by a Shareholder which is a Clearing House (or its nominee(s)), a written notification of the appointment issued by any director, the secretary or any authorised officer(s) of such Shareholder shall have been delivered at such place or one of such places (if any) as is specified in the notice of meeting or in the form of notice issued by the Company, or handed to the Chairman of the meeting at the meeting or, if no place is specified, at the principal place of business maintained by the

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Article No. (showing changes to the existing Articles of Association)

Company in the Relevant Territory from time to time before the time of holding the meeting or adjourned or postponed meeting at which the person so authorised proposes to vote or handed to the Chairman of the meeting at the meeting; and

• (b) in the case of such an appointment by any other corporate Shareholder, a copy of the resolution of its directors or other governing body of the Shareholder authorising the appointment of the corporate representative or a form of notice of appointment of corporate representative issued by the Company for such purpose or a copy of the relevant power of attorney, together with an up-to-date copy of the Shareholder’s constitutive documents and a list of directors or members of the governing body of the Shareholder as at the date of such resolution, or, as the case may be, power of attorney, in each case certified by a director, secretary or a member of the governing body of that Shareholder and notarised, or, in the case of a form of notice of appointment issued by the Company as aforesaid, completed and signed in accordance with the instructions thereon or in the case of a power of attorney a notarised copy of the relevant authority under which it was signed, shall have been deposited at such place or one of such places (if any) as is specified in the notice of meeting or in the form of notice issued by the Company as aforesaid (or, if no place is specified, at the Registration Office) not less than 48 hours before the time for holding the meeting or adjourned or postponed meeting or poll (as the case may be) at which the corporate representative proposes to vote.

• The Registered Office ~~of the Company s~~ hall be at such place in the Cayman Islands as the Board shall from time to time decide.

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

• A Director or an alternate Director shall not be required to hold any qualification Shares but shall nevertheless be entitled to attend and speak at all general meetings of the Company and all meetings of any class of Shareholders ~~of the Company.~~

• Notwithstanding Articles 100, 101 and 102, the remuneration of a ~~Managing~~ managing Director, ~~Joint Managingj~~ oint managing Director, ~~Deputy Managingd~~ eputy managing Director or an ~~Executivee~~ xecutive Director or a Director appointed to any other office in the management of the Company may from time to time be fixed by the Board and may be by way of salary, commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time decide. Such remuneration shall be in addition to his ordinary remuneration as a Director.

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Proposed amendments

Article No. (showing changes to the existing Articles of Association)

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

2. (b) Except as would, if the Company were a company incorporated in Hong Kong, be permitted by Section 157H of the Companies Ordinance as in force at the date of adoption of these Articles, and except as permitted under the Companies ~~Law~~ Act, the Company shall not directly or indirectly:

   • (i) make a loan to a Director or a director of any Holding Company of the Company or any of their respective ~~Associatesc~~ lose associates;

   • (ii) enter into any guarantee or provide any security in connection with a loan made by any person to a Director or a director of any Holding Company of the Company or any of their respective ~~Associatesc~~ lose associates; or

3. (c) ~~ArticleA~~ rticles 104(a) and (b) shall only apply during the Relevant Period.

4. (c) if he absents himself from the meetings of the Board during a continuous period of ~~6 months~~ six Months, without special leave of absence from the Board, and his alternate Director (if any) shall not during such period have attended in his stead, and the Board pass a resolution that he has by reason of such absence vacated his office; or

5. (f) if by notice in writing delivered to the Company at its Registered Office or at the Head Office or tendered at a meeting of the Board he resigns from his office; or

6. (h) if he shall be removed from the office by notice in writing served on him signed by not less than ~~¾t~~ hree quarters in number (or if that is not a round number, the nearest lower round number) of the Directors (including himself) then in office.

7. (b) A Director may hold any other office or place of profit with the Company (except that of the Auditors) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profit or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Articles.

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Article No. (showing changes to the existing Articles of Association)

1. (c) A Director shall not vote (nor shall he be counted in the quorum) on any resolution of the Board in respect of any contract or arrangement or proposal in which he or any of his ~~Associate~~ close associate(s) has/have a material interest, and if he shall do so his vote shall not be counted (nor shall he be counted in the quorum for that resolution), but this prohibition shall not apply to any of the following matters namely:

2. (i) the giving of any security or indemnity either:

   • (A) to the Director or his ~~Associate~~ close associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or

   • (B) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his ~~Associatec~~ lose 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;

3. (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 ~~Associate~~ close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

4. (iii) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries, including:

   • (A) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his ~~Associate~~ close associate(s) may benefit; or

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

5. (iv) any contract or arrangement in which the Director or his ~~Associate~~ close associate(s) is/are interested in the same manner as other holders of ~~shares~~ Shares or debentures or other securities of the Company by virtue only of his/their interest in ~~sharesS~~ hares or debentures or other securities of the Company.

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Article No. (showing changes to the existing Articles of Association)

• (e) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the Chairman) or his ~~Associatesc~~ lose 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 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 his ~~Associatesc~~ lose associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the Chairman or his ~~Associatesc~~ lose associate(s) 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 his ~~Associates~~ close associate(s) as known to him has not been fairly disclosed to the Board.

• (f) Each reference to close associate(s) in paragraph (c) or (e) of this Article above shall be deemed to be a reference to associate(s) (as defined in the Listing Rules) where the proposal, transaction, contract or arrangement concerned is a connected transaction (as defined in the Listing Rules).

• (a) Notwithstanding any other provisions in these Articles, at each annual general of meeting one ~~-~~ third of the Directors for the time being, or, if their number is not ~~3~~ three or a multiple of ~~3t~~ hree, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every ~~3t~~ hree years. A retiring Director shall be eligible for re-election. The Company at the general meeting at which a Director retires may fill the vacated office.

• (b) The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any Director who has not been subject to retirement by rotation in the ~~3t~~ hree years preceding the annual general meeting shall retire by rotation at such annual general meeting. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

• The Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an additional Director but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time

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Proposed amendments

Article No. (showing changes to the existing Articles of Association)

by the Shareholders in general meeting. Any Director appointed by the Board to fill a casual vacancy ~~shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such meeting. Any Director appointed by the Boardo~~ r as an addition to the existing Board shall hold office only until the ~~next following~~ first annual general meeting of the Company after his appointment and shall then be eligible for reelection at such annual general meeting. Any Director appointed under this Article shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at an annual general meeting.

1. No person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been lodged at the Head Office or at the Registration Office. The period for lodgment of the notices required under this Article will commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than ~~7~~ seven days prior to the date of such general meeting and the minimum length of the period during which such notices to the Company may be given will be at least ~~7s~~ even days.

2. The ~~Company~~ Shareholders may by Ordinary Resolution remove any Director (including a ~~Managingm~~ anaging Director or other ~~Executive~~ executive Director) before the expiration of his term of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim which such Director may have for damages for any breach of any contract between him and the Company) and may by Ordinary Resolution elect another person in his stead. ~~Any person so elected shall hold office only until the next general meeting of the Company and shall then be eligible for re-election, but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meetingA~~ ny Director so appointed shall be subject to retirement by rotation pursuant to Article 108.

3. The Board may raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit and in particular but subject to the provisions of the Companies ~~LawA~~ ct, by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

4. The Directors shall cause a proper register to be kept, in accordance with the provisions of the Companies ~~Law~~ Act, of all mortgages and charges specifically affecting the property of the Company and shall duly comply with such provisions of the Companies ~~Law~~ Act with regard to the registration of mortgages and charges as may be specified or required.

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Proposed amendments

Article No. (showing changes to the existing Articles of Association)

1. The Board may from time to time appoint any one or more of ~~them~~ the Directors to the office of ~~Managingm~~ anaging Director, ~~Joint Managingj~~ oint managing Director, ~~Deputy Managingd~~ eputy managing Director or other ~~Executivee~~ xecutive Director and/or such other office in the management of the business of the Company as it may decide for such period and upon such terms as it thinks fit and upon such terms as to remuneration as it may decide in accordance with Article 103.

2. The Board may from time to time entrust to and confer upon a Chairman ~~, Vice Chairman, Managing~~ of the Board, vice chairman of the Board, managing Director, ~~Joint Managingj~~ oint managing Director, ~~Deputy Managing~~ deputy managing Director or ~~Executive~~ executive Director all or any of the powers of the Board that it may think fit provided that the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose, and, subject to the terms thereof, the said powers may at any time be withdrawn, revoked or varied, but no person dealing in good faith and without notice of such withdrawal, revocation or variation shall be affected thereby.

3. The Board may from time to time appoint any person to an office or employment having a designation or title including the word ‘‘director’’ or attach to any existing office or employment with the Company such a designation or title. The inclusion of the word ‘‘director’’ in the designation or title of any office or employment with the Company (other than the office of ~~Managingm~~ anaging Director or ~~Joint Managingj~~ oint managing Director or ~~Deputy Managingd~~ eputy managing Director or ~~Executivee~~ xecutive Director) shall not imply that the holder thereof is a Director nor shall such holder be empowered in any respect to act as a Director or be deemed to be a Director for any of the purposes of these Articles.

4. The business of the Company shall be managed by the Board who, in addition to the powers and authorities by these Articles expressly conferred upon it, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and are not hereby or by the Companies ~~Law~~ Act expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Companies ~~LawA~~ ct and of these Articles and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.

5. The Board may from time to time appoint a general manager, manager or managers of the business of the Company and may fix his or their remuneration either by way of salary or commission or by conferring the right to participation in the profits of the Company or by a

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Proposed amendments

Article No. (showing changes to the existing Articles of Association)

combination of ~~2~~ two or more of these modes and pay the working expenses of any of the staff of the general manager, manager or managers who may be employed by him or them upon the business of the Company.

1. The Board may from time to time elect or otherwise appoint one of them to the office of Chairman of the ~~CompanyB~~ oard and another to be the ~~Vice Chairman~~ vice chairman of the Board (or ~~2~~ two or more ~~Vice Chairmenv~~ ice chairmen of the Board) and determine the period for which each of them is to hold office. The Chairman of the Board or, in his absence, the ~~Vice Chairmanv~~ ice chairman of the Board shall preside as chairman at meetings of the Board, but if no such Chairman or ~~Vice Chairman bev~~ ice chairman of the Board has been elected or appointed, or if at any meeting the Chairman ~~or Vice Chairman~~ of the Board or vice chairman of the Board is not present within ~~5f~~ ive minutes after the time appointed for holding the same and willing to act, the Directors present shall choose one of their number to be chairman of such meeting. All the provisions of Articles 103, 108, 123, 124 and 125 shall, mutatis mutandis, apply to any Directors elected or otherwise appointed to any office in accordance with the provisions of this Article.

2. The Board may meet together for the despatch of business, adjourn and otherwise regulate its meetings and proceedings as it thinks fit and may determine the quorum necessary for the transaction of business. Unless otherwise determined, four (4) Directors shall be a quorum. For the purpose of this Article an alternate Director shall be counted in a quorum separately in respect of himself (if a Director) and in respect of each Director for whom he is an alternate and his voting rights shall be cumulative and he need not use all his votes or cast all his votes in the same way. A meeting of the Board or any committee of the Board may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

3. The meetings and proceedings of any such committee consisting of ~~2~~ two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not replaced by any regulations imposed by the Board pursuant to Article 137.

4. (b) Where a Director is, on the date on which a resolution in writing is last signed by a Director, absent from the territory in which the Head Office is for the time being situated, or cannot be contacted at his last known address or contact telephone or facsimile number, or is temporarily unable to act through ill-health or disability and, in each case, his alternate (if any) is affected by any of these events, the signature of such Director (or his alternate) to the resolution shall not be required, and the resolution in

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Proposed amendments

Article No. (showing changes to the existing Articles of Association)

writing, so long as such a resolution shall have been signed by at least ~~2t~~ wo Directors or their respective alternates who are entitled to vote thereon or such number of Directors as shall form a quorum, shall be deemed to have been passed at a meeting of the Board duly convened and held, provided that a copy of such resolution has been given, or the contents thereof have been communicated, to all of the Directors (or their respective alternates) for the time being entitled to receive notices of meetings of the Board at their respective last known address, telephone or facsimile number or, if none, at the Head Office and provided further that no Director is aware of or has received from any Director any objection to the resolution.

1. The Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit, and any Secretary so appointed may, without prejudice to his right under any contract with the Company, be removed by the Board. Anything by the Companies ~~LawA~~ ct or these Articles required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by or to any assistant or deputy Secretary, or if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised generally or specifically on behalf of the Board.

2. The Secretary shall attend all meetings of the Shareholders and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Companies ~~LawA~~ ct and these Articles, together with such other duties as may from time to time be prescribed by the Board.

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

4. (a) Subject to the Companies ~~LawA~~ ct, the Company shall have one or more Seals as the Board may determine, and may have a Seal for use outside the Cayman Islands. The Board shall provide for the safe custody of each Seal, and no Seal shall be used without the authority of the Board or a committee authorised by the Board in that behalf.

5. (b) Every instrument to which a Seal shall be affixed shall be signed autographically by one Director and the Secretary, or by ~~2t~~ wo Directors, or by any person or persons (including a Director and/or the Secretary) appointed by the Board for the purpose, provided that as regards any certificates for Shares or Debentures or other securities of the Company, the Board may by resolution determine that such signatures or either of them shall be

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Proposed amendments

Article No. (showing changes to the existing Articles of Association)

dispensed with or affixed by some method or system of mechanical signature other than autographic or may be printed thereon as specified in such resolution or that such certificates need not be signed by any person.

• (c) The Company may have a Securities Seal ~~for use for sealing certificates for shares or other securities issued by the Company~~ and no signature of any Director, officer or other person and no mechanical reproduction thereof shall be required on any such certificates or other document and any such certificates or other document to which such Securities Seal is affixed shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction as aforesaid. The Board may by resolution determine that the affixation of Securities Seal on certificates for shares or other securities issued by the Company be dispensed with or be affixed by printing the image of the Securities Seal on such certificates.

• (a) The Company in general meeting may, upon the recommendation of the Board, resolve to capitalise any sum standing to the credit of any of the Company’s reserve accounts which are available for distribution (including its share premium account and capital redemption reserve fund, subject to the Companies ~~Law~~ Act) and to appropriate such sums to the holders of Shares on the Register at the close of business on the date of the relevant resolution (or such other date as may be specified therein or determined as provided therein) in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of Dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.

• (b) Subject to the Companies ~~Law~~ Act, whenever such a resolution as aforesaid shall have been passed, the Board shall make all appropriations and applications of the reserves or profits and undivided profits resolved to be capitalised thereby, and attend to all allotments and issues of fully paid Shares, debentures, or other securities and generally shall do all acts and things required to give effect thereto. For the purpose of giving effect to any resolution under this Article, the Board may settle any difficulty which may arise in regard to a capitalisation issue as it thinks fit, and in particular may disregard fractional entitlements or round the same up or down and may determine that cash payments shall be made to any Shareholders in lieu of fractional entitlements or that fractions of such value as the Board may determine may be disregarded in order to adjust the rights of all parties or that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the Shareholders concerned, and no Shareholders who are affected thereby shall be deemed to be, and they shall be deemed not to be, a separate class of Shareholders by reason only of the exercise of this

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Proposed amendments

Article No. (showing changes to the existing Articles of Association)

power. The Board may authorise any person to enter on behalf of all Shareholders interested in a capitalisation issue any agreement with the Company or other(s) providing for such capitalisation and matters in connection therewith and any agreement made under such authority shall be effective and binding upon all concerned. Without limiting the generality of the foregoing, any such agreement may provide for the acceptance by such persons of the Shares, debentures or other securities to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalised.

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

2. (a) The Board may subject to Article 156 from time to time pay to the Shareholders such interim Dividends as appear to the Board to be justified by the financial conditions and the profits of the Company and, in particular but without prejudice to the generality of the foregoing, if at any time the share capital of the Company is divided into different classes, the Board may pay such interim Dividends in respect of those Shares ~~in the capital of the Company w~~ hich confer ~~too~~ n the holders thereof deferred or nonpreferential rights as well as in respect of those Shares which confer on the holders thereof preferential rights with regard to Dividend and provided that the Board acts bona fide it shall not incur any responsibility to the holders of Shares conferring any preference for any damage that they may suffer by reason of the payment of an interim Dividend on any Shares having deferred or non-preferential rights.

3. (a) No Dividend shall be declared or paid or shall be made otherwise than in accordance with the Companies ~~Law~~ Act.

4. (b) Subject to the provisions of the Companies ~~LawA~~ ct but without prejudice to paragraph (a) of this Article, where any asset, business or property is bought by the Company as from a past date (whether such date be before or after the incorporation of the Company) the profits and losses thereof as from such date may at the discretion of the Board in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the Company, and be available for Dividend accordingly. Subject as aforesaid, if any Shares or securities are purchased cum Dividend or interest, such Dividend or interest may at the discretion of the Board be treated as revenue, and it shall not be obligatory to capitalise the same or any part thereof or to apply the same towards reduction of or writing down the book cost of the asset, business or property acquired.

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Proposed amendments

Article No. (showing changes to the existing Articles of Association)

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

2. (a) (i) (D) the Dividend (or that part of the Dividend to be satisfied by the allotment of Shares as aforesaid) shall not be payable in cash in respect whereof the cash election has not been duly exercised ~~(‘‘(~~ the ‘‘non-elected Shares’’) and in lieu and in satisfaction thereof Shares shall be allotted credited as fully paid 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 or any part of any of the Company’s reserve accounts (including any special account, or share premium account (if there ~~bei~~ s any such reserve)) as the Board may determine, a sum equal to the aggregate nominal amount of the Shares to be allotted on such

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Article No.

(showing changes to the existing Articles of Association)

basis and apply the same in paying up in full the appropriate number of Shares for allotment and distribution to and amongst the holders of the non-elected Shares on such basis;

• (ii) (D) the Dividend (or that part of the Dividend in respect of which a right of election has been accorded) shall not be payable on Shares in respect whereof the Share election has been duly exercised ~~(‘‘(~~ the ‘‘elected Shares’’) and in lieu thereof Shares shall be allotted credited as fully paid 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 or any part of any of the Company’s reserve accounts (including any special account, contributed surplus account, share premium account and capital redemption reserve fund (if there ~~be~~ is any such reserve)) as the Board may determine, a sum equal to the aggregate nominal amount of the Shares to be allotted on such basis and apply the same in paying up in full the appropriate number of Shares for allotment and distribution to and amongst the holders of the elected Shares on such basis.

• If two or more persons are registered as joint holders of any Share, any one of such persons may give effectual receipts for any Dividends and other moneys payable and bonuses, rights and other distributions in respect of such ~~SharesS~~ hare.

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

• Any resolution declaring a Dividend or other distribution on Shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable or made to the persons registered as the holder of such Shares at the close of business on a particular date or at a particular time on a particular date, and thereupon the Dividend or other distribution shall be payable or made to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such Dividend or other distribution between the transferors and transferees of any such Shares. The

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

Article No.

(showing changes to the existing Articles of Association)

provisions of this Article shall, mutatis mutandis, apply to determining the Shareholders entitled to receive notice and vote at any general meeting of the Company, bonuses, capitalisation issues, distributions of realised and unrealised capital profits or other distributable reserves or accounts of the Company and offers or grants made by the Company to the Shareholders.

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

2. The Board shall cause proper books of account to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place; and of the assets and liabilities of the Company and of all other matters required by the Companies ~~Law~~ Act necessary to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions.

3. No Shareholder (not being a Director) or other person shall have any right of inspecting any account or book or document of the Company except as conferred by the Companies ~~Law~~ Act or ordered by a court of competent jurisdiction or authorised by the Board or the Company in general meeting.

4. (b) Subject to paragraph (c) below, every balance sheet of the Company shall be signed on behalf of the Board by ~~2~~ two of the Directors and a copy of every balance sheet (including every document required by law to be comprised therein or annexed thereto) and profit and loss account which is to be laid before the Company at its annual general meeting, together with a copy of the Directors’ report and a copy of the Auditors’ report thereon, shall, not less than 21 days before the date of the meeting be delivered or sent by post together with the notice of annual general meeting to every Shareholder and every Debenture Holder of the Company and every other person entitled to receive notices of general meetings of the Company under the provisions of these Articles, provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any Shares or Debentures, but any Shareholder or Debenture Holder to whom a copy of those documents has not been sent shall be entitled to receive a copy free of charge on application at the Head Office or the Registration Office. If all or any of the Shares or Debentures or other securities of the Company shall for the time being be (with the consent of the Company) listed or dealt in on any stock exchange or market, there shall be forwarded to such stock exchange or market such number of copies of such documents as may for the time being be required under its regulations or practice.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

Article No. (showing changes to the existing Articles of Association)

• (c) Subject to the Listing Rules, the Company may send summarized financial statements to Shareholders who ~~has~~ have, in accordance with the Listing Rules, consented and elected to receive summarized financial statements instead of the full financial statements. The summarized financial statements must be accompanied by any other documents as may be required under the Listing Rules and must be sent to the Shareholders not less than twenty-one days before the general meeting to those Shareholders that have consented and elected to receive the summarized financial statements.

• (a) The ~~CompanyS~~ hareholders shall at each annual general meeting by Ordinary Resolution appoint one or more firms of auditors to hold office until the conclusion of the next annual general meeting on such terms and with such duties as may be agreed with the Board, but if an appointment is not made, the Auditors in office shall continue in office until a successor is appointed. ~~A~~ No Director ~~,~~ or officer of the Company, or any employee of any ~~such D~~ irector ~~,~~ or officer ~~or employee~~ of the Company, shall ~~not~~ be appointed as the Auditors ~~of the Company.~~ The Board may fill any casual vacancy in the office of Auditors, but while any such vacancy continues the surviving or continuing Auditors (if any) may act. The remuneration of the Auditors shall be fixed by ~~or on the authority of~~ the ~~Company in the~~ Shareholders at each annual general meeting by Ordinary Resolution, except that ~~in~~ , at any ~~particular year the Company in~~ annual general meeting ~~may~~ , the Shareholders may by Ordinary Resolution delegate the fixing of such remuneration to the Board, and the remuneration of any Auditors appointed to fill any casual vacancy may be fixed by the Board.

• (b) The Shareholders may, at any general meeting convened and held in accordance with these Articles, remove the Auditors by ~~SpecialO~~ rdinary Resolution at any time before the expiration of ~~thet~~ heir term of office, and, if they do this, shall, by Ordinary Resolution ~~,~~ at that meeting, appoint new ~~auditors~~ Auditors in ~~itst~~ heir place for the remainder of ~~thet~~ hat term.

• The Auditors ~~of the Company~~ shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information as may be necessary for the performance of his or their duties, and the Auditors shall audit every balance sheet and profit and loss account of the Company in each year and prepare an Auditors’ report thereon to be annexed thereto. Such report shall be laid before the Company in the annual general meeting.

• No person other than the retiring Auditors shall be appointed as the Auditors at an annual general meeting unless notice of an intention to nominate that person to the office of Auditors has been given to the Company not less than 14 clear days before the annual general meeting, and the Company shall send a copy of any such notice to the retiring Auditors and shall give

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

Article No.

(showing changes to the existing Articles of Association)

notice thereof to the Shareholders not less than ~~7s~~ even days before the annual general meeting provided that the above requirement for sending a copy of such notice to the retiring Auditors may be waived by notice in writing by the retiring Auditors to the Secretary.

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

2. (A) (i) Except where otherwise expressly stated, any notice or document to be given to or by any person pursuant to these Articles shall be in writing or, to the extent permitted by the Companies ~~LawA~~ ct and the Listing Rules from time to time and subject to this Article, contained in an electronic communication.

3. (ii) Except where otherwise expressly stated, any notice or document to be given to or by any person pursuant to these Articles (including any corporate communications within the meaning ascribed thereto under the Listing Rules) may be served on or delivered to any Shareholder either personally or by sending it through the post in a prepaid envelope or wrapper addressed to such Shareholder at his registered address as appearing in the register or by leaving it at that address addressed to the Shareholder or by any other means authorised in writing by the Shareholder concerned or (other than share certificate) by publishing it by way of advertisement in the Newspapers. In 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 sufficient notice to all the joint holders. Without limiting the generality of the foregoing but subject to the Companies ~~LawA~~ ct and the Listing Rules, a notice or document may be served or delivered by the Company to any Shareholder by electronic means to such address as may from time to time be authorised by the Shareholder concerned or by publishing it on a website and notifying the Shareholder concerned that it has been so published.

4. (b) Any Shareholder who fails (and, where a Share is held by joint holders, where the first joint holder named on the register fails) to supply his registered address or a correct registered address to the Company for service of notices and documents on him shall not (and where a Share is held by joint holders, none of the other joint holders whether or not they have supplied a registered address shall) be entitled to service of any notice or documents by the Company and any notice or document which is otherwise required to be served on him may, if the Board in its absolute discretion so elects (and subject to them re-electing otherwise from time to time), be served, in the case of notices, by displaying a copy of such notice conspicuously at the Registered Office and the Head

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

Article No. (showing changes to the existing Articles of Association)

  - Office or, if the Board sees fit, by advertisement in the Newspapers, and, in the case of documents, by posting up a notice conspicuously at the Registered Office and the Head Office addressed to such Shareholder which notice shall state the address within the Relevant Territory at which he served in the manner so described which shall be sufficient service as regards Shareholders with no registered or incorrect addresses, provided that nothing in this paragraph (b) shall be construed as requiring the Company to serve any notice or document on any Shareholder with no or an incorrect registered address for the service of notice or document on him or on any Shareholder other than the first named on the ~~register of members of the Company~~ Register.

• (c) If on ~~3~~ three consecutive occasions notices or other documents have been sent through the post to any Shareholder (or, in the case of joint holders of a share, the first holder named on the register) at his registered address but have been returned undelivered, such Shareholder (and, in the case of joint holders of a Share, all other joint holders of the share) shall not thereafter be entitled to receive or be served (save as the Board may elect otherwise pursuant to paragraph (b) of this Article) and shall be deemed to have waived the service of notices and other documents from the Company until he shall have communicated with the Company and supplied in writing a new registered address for the service of notices on him.

• ~~oticeA~~ ny notice or document delivered or sent by post to, or left at the registered address of any Shareholder in pursuance of these Articles, shall notwithstanding that such Shareholder be then deceased, bankrupt or wound up and whether or not the Company has notice of his death, bankruptcy or winding up, be deemed to have been duly served in respect of any registered Shares whether held solely or jointly with other persons by such Shareholder until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice or document on his personal representatives and all persons (if any) jointly interested with him in any such Shares.

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

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

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

Article No. (showing changes to the existing Articles of Association)

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

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

3. The Company may exercise the power to cease sending cheques for Dividend entitlements or Dividend warrants by post if such cheques or warrants remain uncashed on ~~2~~ two consecutive occasions or after the first occasion on which such a cheque or warrant is returned undelivered.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

Article No.

(showing changes to the existing Articles of Association)

1. (a) (i) during the period of 12 years prior to the date of the advertisements referred to in sub-paragraph (ii) below (or, if published more than once, the first thereof) at least ~~3t~~ hree Dividends or other distributions in respect of the Shares in question have become payable or been made and no Dividend or other distribution in respect of the Shares during that period has been claimed;

   • (ii) the Company has caused an advertisement to be inserted in the Newspapers of its intention to sell such Shares and a period of ~~3 monthst~~ hree Months has elapsed since the date of such advertisement (or, if published more than once, the first thereof);

   • (iii) the Company has not at any time during the said periods of 12 years and ~~3 monthst~~ hree Months received any indication of the existence of the holder of such Shares or of a person entitled to such Shares by death, bankruptcy or operation of law; and

2. (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 ~~2~~ two years from the date on which such mandate, variation, cancellation or notification was recorded by the Company;

3. (c) any instrument of transfer of Shares which has been registered at any time after the expiry of ~~6s~~ ix years from the date of registration; and

4. (d) any other document, on the basis of which any entry in the Register is made, at any time after the expiry of ~~6s~~ ix years from the date on which an entry in the Register was first made in respect of it ~~;~~ ,

5. The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Companies ~~Law~~ Act:

6. The following provisions shall have effect at any time and from time to time provided that they are not prohibited by or inconsistent with the Companies ~~Law~~ Act:

FINANCIAL YEAR

1. The Directors shall determine the financial year of the Company and may change it from time to time. Unless they determine otherwise, the financial year of the Company shall end on 31 December in each year.

– 56 –

NOTICE OF THE 2023 AGM

PW MEDTECH GROUP LIMITED 普 華 和 順 集 團 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1358)

NOTICE IS HEREBY GIVEN that an annual general meeting (the ‘‘Meeting’’) of PW Medtech Group Limited (the ‘‘Company’’) will be held at Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, The People’s Republic of China on Tuesday, June 6, 2023 at 10:00 a.m. for the following purposes:

1. To consider, receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditor for the year ended December 31, 2022;

2. To re-elect Ms. Yue’e Zhang as an executive director of the Company;

3. To re-elect Mr. Chen Geng as an independent non-executive director of the Company;

4. To authorize the board of directors of the Company to fix the respective directors’ remuneration;

5. To re-appoint BDO Limited as auditor of the Company and to authorize the board of directors of the Company to fix auditor’s remuneration;

6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (b) below, the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with the applicable laws, rules and regulations, be and is hereby generally and unconditionally approved;

• (b) the total number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

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NOTICE OF THE 2023 AGM

• (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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and

  • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.’’;

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (c) below, the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the directors to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) during the Relevant Period which would or might require the exercise of such powers during or after the end of the Relevant Period;

• (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

• (ii) the exercise of the outstanding conversion rights attaching to any convertible securities issued by the Company, which are convertible into shares of the Company;

• (iii) the exercise of options under share option scheme(s) of the Company; and

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NOTICE OF THE 2023 AGM

• (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

• (d) for the purposes of this resolution:

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

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

• (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).’’; and

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NOTICE OF THE 2023 AGM

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT conditional upon the passing of resolutions set out in items 6 and 7 of the notice convening the Meeting (the ‘‘Notice’’), the general mandate referred to in the resolution set out in item 7 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of an amount representing the aggregate number of shares purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 6 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution.’’

1. To consider and, if thought fit, pass the following resolution as a special resolution:

SPECIAL RESOLUTION

‘‘THAT the third amended and restated memorandum and articles of association of the Company (the ‘‘New Memorandum and Articles of Association’’) (a copy of which has been produced to this meeting and marked ‘‘A’’ and initialed by the chairman of this meeting for the purpose of identification) be and are hereby approved and adopted as the new memorandum and articles of association of the Company in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company with immediate effect after the close of this meeting and that any one Director of the Company be and is hereby authorised to do all things necessary to implement the adoption of the New Memorandum and Articles of Association of the Company.’’

Yours faithfully, By order of the Board PW Medtech Group Limited 普華和順集團公司 Yue’e Zhang Chairman & Chief Executive Officer

Hong Kong, April 27, 2023

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/ its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

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NOTICE OF THE 2023 AGM

1. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong (i.e. Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong) as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof (i.e. not later than 10:00 a.m. (Hong Kong time) on Sunday, June 4, 2023). Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the Meeting and, in such event, the form of proxy shall be deemed to be revoked.

2. To ascertain shareholders’ eligibility to attend and vote at the Meeting, the register of members of the Company will be closed from Thursday, June 1, 2023 to Tuesday, June 6, 2023 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the Meeting, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates are lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited (at its address shown in Note 2 above) for registration no later than 4:30 p.m. (Hong Kong time), on Wednesday, May 31, 2023.

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