Rego Interactive Co., Ltd — Board/Management Information 2003

Oct 27, 2003

==> picture [50 x 50] intentionally omitted <==

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

Announcement Resolutions passed at the board of directors meeting

The Company and the board of directors (the “Directors”) confirm the truthfulness, accuracy and completeness of this announcement, and accept joint and several responsibilities for any false information, misleading statements or material omission.

The 33rd Meeting of the second board of directors (the “Board Meeting”) of the Company was held on 24th October, 2003 at the Conference Room of the Company, 45 Guizhou Road, Heping District, Tianjin, the PRC. There should be 9 directors present and 9 directors were present. The proceeding for convening this meeting has complied with the relevant provisions of the Company Law of the PRC and the Articles of Association of the Company. This meeting considered and approved the following resolutions:

1. The third quarterly report 2003 to be announced in the PRC and overseas was considered and approved;

2. The proposal in respect of the nomination of six nominees as members of the third board of directors (one of whom is Ms. Ma Baiyu) and the nomination of Mr. Ko Po Ming as an independent non-executive director of the third board of directors was considered and approved (Mr. Gao Zongze and Mr. Wang Xiangfei were appointed as the independent non-executive directors in 2001 Annual General Meeting of the Company held at 16th April 2002. Their terms of office were from 16th April 2002 to 15th April 2005. They continued to serve as the independent non-executive directors of the Company for the third session.);

Ms. Ma Baiyu, aged 41, is the Chairman and general manager of the Company and executive director of Tianjin Municipal Investment Company Limited (“TMICL”). Ms. Ma graduated from Nan Kai University in the PRC in 1996 with a master degree in economics. Ms. Ma graduated from Beijing Normal University in 1983. Ms. Ma joined the Urban Construction Bureau of the Tianjin Municipality in 1985 as an assistant supervisor and a lecturer. From 1996 to 1998, Ms. Ma worked as the chief economist in Tianjin Road Construction and Development Company Limited. From 1998 to December 2001, Ms. Ma worked as the deputy chairman and the general manager in TMICL. She worked as the chief economist of Tianjin Municipal Company in August 2003. Ms. Ma has over twenty years’ experience in the urban construction industry. Ms. Ma has been the Chairman and general manager of the Company since 20th December, 2000.

— 1 —

Mr. Gu Qifeng, aged 37, is an executive director, deputy general manager of the Company. Mr. Gu graduated from Tong Ji University in the PRC with a bachelor degree and master degree specialising in highways, city road and airport projects in 1988 and 1998, respectively. Prior to the joining in TMICL, Mr. Gu held various senior positions in the Urban Construction Bureau. Mr. Gu was responsible for the supervision of the construction of Ji Qing Expressway, Hu Ning Expressway and Dang Jin Expressway. From 1998 to December 2000, Mr. Gu worked as the chief engineer of TMICL. Mr. Gu has been the executive director and chief engineer of the Company since December 2000, and deputy general manager of the Company since February 2002, Mr. Gu resigned as the chief engineer of the Company in February 2003 and has been the executive director of the Company since July 2003.

Mr. An Pindong, aged 34, is an executive director, deputy general manager and the financial controller of the Company. Mr. An graduated from Tianjin Finance and Economy University in 1991 with a degree in accounting. From 1992 to 1997, Mr. An was involved in the Hu Ning Expressway project and was responsible for the accounting and financing works of such project. From 1997 to December 1999, Mr. An worked as a finance manager in Tianjin Jin Zheng Transportation Development Company Limited. From 1999 to December 2000, Mr. An worked as the assistant chief accountant in TMICL. Mr. An has been the director and financial controller of the Company since December 2000 and deputy general manager of the Company since February 2002.

Mr. Wang Zhanying, aged 47, is a supervisor of the Company and has been the deputy chief accountant and the head of the finance department of Tianjin Municipal Corporation. He was a graduate research student in Business Administration at the School of Economics of Nankai University in 2000. After graduation, he had been the accountant at the finance division of Tianjin No. 4 Municipal Engineering Company, the accountant of the command division for project on diverting water from Luan River to Tianjin, the accountant and head of the finance department of Tianjin Municipal Corporation as well as the chief accountant of Tianjin Highway Construction and Development Company. Mr. Wang has been the supervisor of the Company since October 2002 and has applied for the resignation as a supervisor of the Company.

Ms. Fu Yana, aged 32, is a company secretary of the Company. Ms. Fu was graduated from Tianjin Normal University in 1993 with a bachelor degree in journalism. Ms. Fu has been working at Tianjin Sewage Management Division following graduation. Ms. Fu joined TMICL in August 1998 and served as the deputy director and director of the General Office to December 2000. Ms. Fu has been the company secretary of the Company since December 2000.

Mr. Tan Zhaopu, aged 48, is a Senior Accountant. Mr. Tan is the Chief Accountant of Tianjin Sewage Management Division and the General Manager of Tianjin Sewage Company. Mr. Tan joined Tianjin Sewage Management Division since graduation in 1975, and had been responsible for financial administration at the Finance Department of Tianjin Sewage Management Division and the units thereunder. During his service as the deputy head of the Finance Department under Tianjin Sewage Management Division,

— 2 —

Mr. Tan was responsible for completing the asset administration and reform of the Tianjin Sewage Management Division, where Tianjin Sewage Company was established thereafter. He served as a Chief Accountant and General Manager of Tianjin Sewage Company. Mr. Tan has more than twenty-five years of experiences in the construction, management and financing of urban infrastructure facilities.

Mr. Ko Po Ming, aged 45, is the Chairman and Executive Director of Goldbond Capital Holdings Limited (“Goldbond Capital”). Prior to founding Goldbond Capital, he was formerly the Chairman of BNP Paribus Peregrine Capital Limited (“BNP Paribus Peregrine”), and was responsible for the corporate finance operation in Asia. Mr. Ko has over 20 years experiences in banking and corporate finance, and has been actively participating in the financing activities for enterprises in the PRC. He had supervised and planned a number of initial public offerings for red chips and H Shares as well as equity financing activities in the secondary market. Mr. Ko graduated from the Chinese University of Hong Kong in 1982 with a bachelor degree in business administration. He is the Vice Chairman of Goldbond Group Holdings Limited (formerly known as Cando Holdings Limited), a company listed on the Main Board of The Hong Kong Stock Exchange Limited. Mr. Ko was an independent non-executive director of Nanjing Panda Electronics Company Limited and Dazhong Transportation (Group) Company Limited. He is an independent non-executive director of iMerchants Limited and JinYing Asset Management Co., Ltd.. In addition, Mr. Ko was also appointed as a member of the Listing Committee for both the Main Board and the Growth Enterprise Market of The Hong Kong Stock Exchange Limited.

Mr. Ko has made a declaration in accordance with the requirements of the Shanghai Stock Exchange that he does not have any relationship or interest in the Company which will affect his independency or disqualify him from acting as the independent non-executive director of the Company.

1. The proposal in respect of the remuneration for members of the Third Board of Directors was considered and approved;

Chairman’s remuneration: Rmb 150,000 (Renminbi one hundred and fifty thousand) Executive director’s Rmb 100,000 (Renminbi one hundred thousand) remuneration: Independent director’s HKD 200,000 (Hong Kong dollar two hundred remuneration: thousand) Other director’s remuneration: Rmb 100,000 (Renminbi one hundred thousand)

(Directors’ personal income tax will be deducted and paid by the Company)

If the above directors are also appointed as the senior management officers or taking up other positions, their remuneration will be determined by the Company in accordance with the relevant requirement provisions. Their total remuneration will be calculated accordingly.

— 3 —

1. The proposal in respect of the amendment of the Articles of Association of the Company was considered and approved (Annex 1);

2. The proposal in respect of the amendments of the “Rules Governing the Procedures for Operating the Meeting of the Board of Directors” of the Company was considered and approved (Annex 2);

3. The proposal in respect of the amendments of the “Rules Governing the Procedures for Operating the Shareholders’ General Meeting” of the Company was considered and approved (Annex 3);

The above items 2, 3, 4, 5 and 6 will be presented to the 2003 extraordinary general meeting of the Company for consideration and approval.

By order of the Board Ma Baiyu Chairman

Tianjin, the PRC, 24th October, 2003

— 4 —

Annex 1

Resolution of the Board of Directors of Tianjin Capital Environmental Protection Company Limited relating to the Amendment of the Articles of Association

The 33rd Session of the Second Board of Directors Meeting of Tianjin Capital Environmental Protection Company Limited considered and passed the resolution regarding the amendments of the Articles of Association. It is proposed that amendments shall be made to the corresponding sections in the Articles of Association accordingly, the details of which are set out as follows:

I. To amend Article 10 of Chapter 2: Objective and scope of operation

The original wordings were:

“The scope of operation for the Company is based on the items approved by the company registration authorities.

The scope of operation for the Company:

The scope of operation for the Company includes: the construction, design, management, operation, technological consultation and auxiliary services of Dongjiao Sewage Water Treatment Plant, Jizhuangzi Sewage Water Treatment Plant, Beicang Sewage Water Treatment Plant and Xianyanglu Sewage Water Treatment Plant in Tianjin and their related auxiliary infrastructure facilities; the construction, design, toll collection, repair and maintenance, management, operation, technological consultation and auxiliary services of Southeastern Half Ring Road of the Middle Ring of Tianjin and roads built from loans in Tianjin, as well as toll stations and their related auxiliary infrastructure facilities; the development and operation of environmental protection technologies and products; the management of the Haihe Bridge Project of the Southeastern Half Ring.

Upon obtaining approval from the relevant departments, the Company can add or amend its scope of operation in accordance with the relevant provisions of the Articles of Association, fulfilling the needs of operation and management.”

To be amended as:

“The scope of operation for the Company is based on the items approved by the company registration authorities.

The scope of operation for the Company:

The scope of operation for the Company includes: the construction, design, management, operation, technological consultation and auxiliary services of sewage water treatment facilities; the construction, design, toll collection, repair and

— 5 —

maintenance, management, operation, technological consultation and auxiliary services of Southeastern Half Ring Road of the Middle Ring of Tianjin and debt financed roads in Tianjin, as well as toll stations and their related auxiliary infrastructure facilities; the development and operation of environmental protection technologies and products.

In response to the needs of operation and management and upon obtaining approval from the relevant departments, the Company can add or amend its scope of operation in accordance with the relevant provisions of the Articles of Association.”

II. To amend Article 94 of Chapter 11: Board of Directors

The original wordings were:

“The Board of Directors shall be elected by the shareholder’s general meeting. The term of service of a director shall be of three years. A director may serve consecutive terms if re-elected upon the expiration of his term.

The intention of candidates being proposed as directors and the written notice of candidates expressing their willingness to accept the nomination shall be delivered to the Company seven days prior to the shareholders’ general meeting.

The chairman and deputy chairman shall be elected and removed by more than half of all members of the Board. The term of office of the chairman and deputy chairman shall be for three years, renewable upon re-election.

The shareholders’ general meeting shall remove a director before expiration of his term by an ordinary resolution in accordance with the relevant laws and administrative regulations. (However, any claim which may be raised in accordance with any contract will not be affected.) However, prior to the expiration of his term, his appointment shall not be terminated by shareholders’ general meeting without reasons.”

To be amended as:

“The Board of Directors shall be elected by the shareholder’s general meeting. The term of office of a director shall be of three years. A director may serve consecutive terms if re-elected upon the expiration of his term.

The candidates to be proposed as directors shall be nominated by the preceding Board of Directors or shareholders holding 10% or above of shares in the Company individually or jointly.

The declaration made by the candidates to be proposed as directors, the biographical profile of the candidates and the statements made by candidates expressing their willingness to accept the nomination shall be delivered to the Company not later than ten working days prior to the shareholders’ general meeting.

— 6 —

The Company adopts a cumulative voting system for the election of directors. The cumulative voting system refers to the voting system where during the election of more than two directors in the shareholders’ general meeting, each share held by the shareholders has the same number of votes for the total number of the directors to be voted. The shareholders may devote all votes to one person, and may also vote for several persons. The directors elected shall be determined by the number of votes obtained.

In the shareholders’ general meeting for the election of directors, the Secretary to the Board of Directors shall explain to the shareholders the substance and rules of voting for the cumulative voting system, and advise the number of votes available for each share in such election.

During the implementation of the cumulative voting system, the voting shareholder must indicate all the directors to be elected in one voting form, specifying the number of votes devoted to each director. The voting form will be invalid if the total number of votes applied by such shareholder exceeds the number of votes legally available to such shareholder. If the total number of votes applied by such shareholder on the voting form does not exceed the number of votes legally available to such shareholder, the voting form will be valid.

The chairman and deputy chairman shall be elected and removed by more than half of all members of the Board. The term of office of the chairman and deputy chairman shall be of three years, which is renewable upon re-election.

The shareholders’ general meeting shall remove a director before expiration of his term by an ordinary resolution in accordance with the relevant laws and administrative regulations. (However, any claim which may be raised in accordance with any contract will not be affected.) However, prior to the expiration of his term, his appointment shall not be terminated by shareholders’ general meeting without reasons.”

• III. To add the following provisions after Clause 7 of Article 95 of Chapter 11 Board of Directors:

• (8) to consider and approve the investment proposal with value of more than 1% but less than 10% of the latest audited net assets of the Company;

• (9) to consider and approve connected transactions entered into by the Company with any connected party, with an amount of more than 3 million but less than 30 million, or representing more than 0.5% but less than 5% of the latest audited net assets of the Company;

• (10) to consider and approve proposals on acquisition or disposal of assets satisfying any of the following criteria:

  • (1) the total value of assets to be acquired or disposed representing more than 10% but less than 50% of the latest audited total assets of the Company as calculated from the latest audited financial statement or appraisal report;

— 7 —

• (2) the absolute value of net profits or losses arising from the acquisition or disposal of assets representing more than 10% but less than 50% of the absolute value of the audited net profits or losses of previous year. The absolute amount shall exceed 1 million;

• (3) the transacted amount on the acquisition or disposal of assets (including debts and expenses assumed) representing more than 10% but less than 50% of the latest audited net assets of the Company.

• (11) to consider and approve any loan amounting to more than 50 million but less than 150 million or representing less than 10% of the Company’s latest audited net asset value;

• (12) to consider and approve any guarantee to be provided by the Company for other persons with an amount representing less than 10% of the Company’s latest audited net asset value;

• (13) to consider and approve other one-off transactions of the Company not entered into during the ordinary course of business of the Company with an amount of more than 5 million but less than 30 million, except for clause (8), (9), (10), (11) and (12).”

The original Clauses 8 to 17 of Article 95 shall be renumbered accordingly.

• IV. To amend the last paragraph of Article 95 of Chapter 11: Board of Directors

The original wordings were:

“As the Board of Directors resolve on issues as referred to in the previous clause, save as items (6), (7), (11) which shall be approved by poll for more than two-third of the Directors, others items shall be approved by poll for a simply majority of the Directors.

To be amended as:

“As the Board of Directors resolves on issues as referred to in the previous clause, save as items (6), (7), (12), (17) which shall be approved by poll for more than two-third of the Directors, others items shall be approved by poll for a simply majority of the Directors.

The General Manager of the Company is granted with authorization to the application of funds and assets as well as execution of contracts, which shall be less than the amount of authorization granted to the Directors under clauses (8), (9), (10), (11) and (13) of this Article.

As to the application of funds and assets as well as execution of contracts which shall be greater than the amount of authorization granted to the Directors under clauses (8), (9), (10), (11), (12) and (13) of this Article (or other issues considered necessary by the

— 8 —

shareholder’s general meetings) and which shall be under the jurisdiction of the shareholders’ general meeting, the Board shall formulate proposals to be discussed in its meeting and present to the shareholders’ general meeting for consideration and approval.

The exercise of the above authorizations by the Board of Directors shall be done in accordance with the laws and regulations of the PRC, the “Share Listing Rules of the Shanghai Stock Exchange”, the “Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited” and other applicable laws, rules and regulations of Hong Kong.

In the event that there are stricter provisions in the “Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited” and other applicable laws, rules and regulations of Hong Kong about the content of this article, such provisions shall be complied with accordingly.”

V. To add Article 96

The new wordings shall be:

• “(1) When the Board of Directors is considering to grant guarantee to an external party within the scope as authorized by the shareholders’ general meeting, it will be conditional upon:

• The amount subject to such guarantee as granted to the external parties by the Company shall not exceed 50% of the net assets in the combined financial statement of the last financial year;

• The guarantee granted by the Company to the external parties must be subject to a counter-guarantee provided by the counterparty, and the party that provides such counter-guarantee shall possess the capability to perform such undertaking;

• The Company shall not provide any guarantee for its controlling shareholder and other connected parties, any non-legal person unit or individuals which have less than 50% of shareholding in the Company.”

• The gearing ratio of the enterprise subject to the guarantee shall not exceed 70%.

• (2) The procedures for the approval by the Company to provide guarantee to external parties are:

• Creditworthiness on the guarantor and party providing counter-guarantee shall be in place and shall require the relevant information for approval prior to the decision of providing a guarantee to the external party;

— 9 —

1. Upon the approval by the Board of Directors or the shareholders’ general meeting on providing the guarantee by the Company to the external party, the authorized legal person representative of the Company shall in principle be authorised to be responsible for its implementation;

2. A guarantee agreement must be entered into in respect of the provision of guarantee by the Company to the external party with the unit as the subject of the guarantee. Such agreement shall at least include the maximum amount of guarantee to be provided to the other party. The responsibilities, obligations and related issues of both parties A and B shall be signed and sealed by the legal representative of the unit which is the subject of the guarantee;

3. Upon the approval by the authorized representative on the provision of guarantee to the external party, the documents regarding the provision of such guarantee and the related information are confirmed and filed by designated officer of the finance authorities, with the accounts inspected being registered;

4. The Company shall conduct follow-up investigations once every six months for the fundamental affairs and financial conditions of the unit providing the guarantee to the external party, and report to the relevant officers and departments of the Company, as well as raising opinions and proposals for the improvement of existing problems.”

The original Article 96 and articles thereafter shall be renumbered accordingly.

VI. Chapter 15, original Article 128: Supervisory Committee

The original wordings were:

“The Supervisory Committee shall comprise six Supervisors, two of whom shall be staff representatives to be elected and removed by the employees of the Company on their own. Other Supervisors shall be elected and removed by the shareholders’ general meeting.”

To be amended as:

“The Supervisory Committee shall comprise of six supervisors, two of whom shall be staff representatives to be elected and removed by the employees of the Company on their own. Other supervisors shall be elected and removed by the shareholders’ general meeting.

The first Supervisory Committee shall be nominated by the promoters from the representatives of the shareholders. Thereafter, the member of each Supervisory Committee shall be nominated by the preceding Supervisory Committee or nominated by shareholders holding (or jointly holding) 10% and above of the shares in the Company.

— 10 —

The declaration made by the candidates to be proposed as supervisors, the biographical profile of the candidates and the statements made by the candidates expressing their willingness to accept the nomination shall be delivered to the Company not later than ten working days prior to the shareholders’ general meeting.”

— 11 —

Annex 2

Resolution of the Board of Directors of

Tianjin Capital Environmental Protection Company Limited Regarding the Amendment of the “Rules Governing the Procedures for Operating the Meeting of the Board of Directors” of the Company

The 33rd Session of the Second Board of Directors Meeting of Tianjin Capital Environmental Protection Company Limited considered and passed the resolution regarding the amendments of the “Rules Governing the Procedures for Operating the Meeting of the Board of Directors”. It is proposed that amendments shall be made to the corresponding sections of the “Rules Governing the Procedures for Operating the Meeting of the Board of Directors” accordingly, the details of which are set out as follows:

I. To amend the first natural paragraph after item (21) Article 5 in Chapter II

“As the Board of Directors resolve on issues as referred to in the previous clause, save as items (6), (7), (12), (17) which shall be approved by poll for more than two-third of the Directors, others items shall be approved by poll for a simple majority of the Directors.”

To amend the first natural paragraph.

The original wordings were:

“The General Manager of the Company is granted with authorization to the application of funds and assets as well as execution of contracts, which shall be less than the amount of authorization granted to the Directors under clauses (8), (9), (10), (11), (12) and (13) of this Article (including the rights to approve the acquisition of fixed assets, low-value consumables, decorations, office equipment and supplements of less than 200 thousand).”

To be amended to:

“The General Manager of the Company is granted with authorization to the application of funds and assets as well as execution of contracts, which shall be less than the amount of authorization granted to the Directors under clauses (8), (9), (10), (11) and (13) of this Article.

As to the application of funds and assets as well as execution of contracts which shall be greater than the amount of authorization granted to the Directors under clauses (8), (9), (10), (11), (12) and (13) of this Article (or other issues considered necessary by the shareholder’s general meetings) and which shall be under the jurisdiction of the shareholders’ general meeting, the Board shall formulate proposals to be discussed in its meeting and present to the shareholders’ general meeting for consideration and approval.”

— 12 —

• II. To add Article 6 in Chapter II (the sequence order for articles hereafter will be revised accordingly)

“When the Board of Directors is considering to grant guarantee to an external party within the scope as authorized by the shareholders’ general meeting, it will be conditional upon:

1. The amount subject to such guarantee as granted to the external parties by the Company shall not exceed 50% of the net assets in the combined financial statement of the last financial year;

2. The guarantee granted by the Company to the external parties must be subject to a counter-guarantee provided by the counterparty, and the party that provides such counter-guarantee shall possess the capability to perform such undertaking;

3. The Company shall not provide any guarantee for its controlling shareholder and other connected parties, any non-legal person unit or individuals which have less than 50% of shareholding in the Company.

4. The gearing ratio of the enterprise subject to the guarantee shall not exceed 70%.”

— 13 —

• III. To amend to item (3) in the original Article 30 of Chapter VII with wordings as follows:

The original wordings were:

“The Company shall comply with the relevant provisions of the State regarding the provision of guarantees by the listed companies to the external party. The Board of Directors hereby authorizes the Chairman to enter into guarantee contracts within the banking facilities as approved by the Board of Directors for the year during its adjournment. The scope of such guarantees shall be limited to the subsidiaries controlled by the Company (the units as comprised of in combined statement).”

To be amended as:

“The procedures for the approval by the Company to provide guarantee to external parties are:

1. Creditworthiness on the guarantor and party providing counter-guarantee shall be in place and shall require the relevant information for approval prior to the decision of providing a guarantee to the external party;

2. Upon the approval by the Board of Directors or the shareholders’ general meeting on providing the guarantee by the Company to the external party, the authorized legal person representative of the Company shall in principle be responsible for its implementation;

3. A guarantee agreement must be entered into in respect of the provision of guarantee by the Company to the external party with the unit as the subject of the guarantee. Such agreement shall at least include the maximum amount of guarantee to be provided to the other party. The responsibilities, obligations and related issues of both parties A and B shall be signed and sealed by the legal representative of the unit which is the subject of the guarantee;

4. Upon the approval by the authorized representative on the provision of guarantee to the external party, the documents regarding the provision of such guarantee and the related information are confirmed and filed by designated officer of the finance authorities, with the accounts inspected being registered;

5. The Company shall conduct follow-up investigations once every six months for the fundamental affairs and financial conditions of the unit providing the guarantee to the external party, and report to the relevant officers and departments of the Company, as well as raising opinions and proposals for the improvement of existing problems.”

— 14 —

Annex 3

Resolution of the Board of Directors of Tianjin Capital Environmental Protection Company Limited Regarding the Amendment of the “Rules Governing the Procedures for Operating the Meeting of the Shareholders’ General Meeting” of the Company

The 33rd Session of the Second Board of Directors Meeting of Tianjin Capital Environmental Protection Company Limited considered and passed the resolution regarding the amendments of the “Rules Governing the Procedures for Operating the Shareholders’ General Meeting”. It is proposed that amendments shall be made to the corresponding sections of the “Rules Governing the Procedures for Operating the Shareholders’ General Meeting” accordingly, the details of which are set out as follows:

The provisions are hereby amended as follows:

I. To amend Article 55 in Chapter IV:

The original wordings were:

“The member of the first Board of Directors shall be nominated by the promoters. Thereafter, the member of each Board of Directors shall be nominated by the preceding Board of Directors. The first Supervisory Committee shall be nominated by the promoters from the representatives of the shareholders. Thereafter, the member of each Supervisory Committee shall be nominated by the preceding Supervisory Committee from the representatives of the shareholders. During the course of considering and approving the resolutions for the election of the directors and supervisors in the shareholders’ general meeting, voting shall be conducted against each director and supervisor accordingly. Upon the passing of the resolutions for the re-election of the directors and supervisors, the term for the newly appointed directors and supervisors shall become effective immediately after the conclusion of the meeting.”

To be amended as:

“The member of the first Board of Directors shall be nominated by the promoters. The member of every succeeding Board of Directors shall be nominated by the preceding Board of Directors or by shareholders holding (or jointly holding) 10% and above of the shares of the Company. The first Supervisory Committee shall be nominated by the promoters from the representatives of the shareholders. The member of every succeeding Supervisory Committee shall be nominated by the preceding Supervisory Committee or nominated by shareholders holding or jointly holding 10% and above of the shares of the Company. During the course of considering and approving the resolutions for the election of the directors and supervisors at the shareholders’ general meeting, voting shall be conducted against each director and supervisor accordingly. Upon the passing of the resolutions for the re-election of the directors and supervisors, the shareholders’ general meeting shall specify the time of appointment of the newly appointed directors and supervisors.”

— 15 —

II. To amend Article 57 in Chapter IV:

The original wordings were:

“The cumulative voting system refers to the voting system where during the election of more than two directors in the shareholders’ general meeting, each share held by the shareholders has the same number of votes for the total number of the directors to be voted. The shareholders may devote all votes to one person, and may also vote for several persons. The directors elected shall be determined by the number of votes obtained. The shareholders’ general meeting shall adopt voting by poll in registered form.”

To be amended as:

“The cumulative voting system refers to the voting system where during the election of more than two directors in the shareholders’ general meeting, each share held by the shareholders has the same number of votes for the total number of the directors to be voted. The shareholders may devote all votes to one person, and may also vote for several persons. The directors elected shall be determined by the number of votes obtained.

In the shareholders’ general meeting for the election of directors, the Secretary to the Board of Directors shall explain to the shareholders the substantive content and rules of voting for the cumulative voting system, and advise the number of votes available for each share in such election.

During the implementation of the cumulative voting system, the voting shareholder must indicate all the directors to be elected in one voting form, specifying the number of votes devoted to each director. The voting form will be invalid if the total number of votes applied by such shareholder exceeds the number of votes legally available to such shareholder. If the total number of votes applied by such shareholder on the voting form does not exceed the number of votes legally available to such shareholder, the voting form will be valid.”

Please also refer to the published version of this announcement in The Standard.

— 16 —