THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Singamas Container Holdings Limited, you should at once hand this circular to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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勝獅貨櫃企業有限公司 SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock code: 716)

CONTINUING CONNECTED TRANSACTIONS AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Independent financial adviser to the Independent Board Committee and the Shareholders

A letter from the Board is set out on pages 4 to 11 of this circular and a letter from the Independent Board Committee is set out on page 12 of this circular. A letter from Investec Capital, the independent financial adviser to the Independent Board Committee and the Shareholders, containing its advice to the Independent Board Committee and the Shareholders is set out on pages 13 to 19 of this circular.

A notice convening the General Meeting to be held at Unit A, 29/F., Admiralty Centre 1, 18 Harcourt Road, Hong Kong on Wednesday, 19 November 2014 at 11:30 a.m. is set out on pages 78 to 79 of this circular. Whether or not you are able to attend the General Meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Company’s share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof (as the case may be). Completion and return of proxy form will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish.

24 October 2014

	Page
Defnitions...................................................................................................................................	1
Letter from the Board................................................................................................................	4
Introduction ........................................................................................................................	4
Conditional Master Purchase Contract 2015 ......................................................................	5
Reasons for and Benefts of Entering into the Master Purchase Contract 2015 .................	8
Board’s Approval ...............................................................................................................	8
Listing Rules Implications .................................................................................................	8
Proposed Amendments to the Articles ...............................................................................	9
General Meeting .................................................................................................................	10
Recommendation ...............................................................................................................	11
Letter from the Independent Board Committee.....................................................................	12
Letter from Investec Capital.....................................................................................................	13
Appendix I — General Information................................................................................	20
Appendix II — Proposed Amendments to the Articles...................................................	29
Notice of General Meeting.........................................................................................................	78

– i –

DEFINITIONS

In this circular, other than in the notice of General Meeting, the following expressions have the following meanings, unless the context otherwise requires:

“Annual Caps” the maximum aggregate sales value in respect of the Transactions for the three financial years ending 31 December 2015, 2016 and 2017 in this circular “Articles” the articles of association of the Company “associates” has the same meaning as given to it in the Listing Rules “Board” the board of Directors “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) “Company” Singamas Container Holdings Limited, a company incorporated in Hong Kong with limited liability and the shares of which are listed on the Main Board of the Stock Exchange (Stock code: 716) “connected person” has the same meaning as given to it in the Listing Rules “continuing connected has the same meaning as given to it in the Listing Rules transactions” “Director(s)” the director(s) of the Company “Equipment” including but not limited to dry freight containers, collapsible flatrack containers, open top containers, bitutainers, refrigerated containers, US domestic containers, tank containers, other specialised containers and other related products

“General Meeting” a general meeting of the Company to be held on 19 November 2014, notice of which is set out on page 78 to 79 of this circular, including any adjournment thereof for the Shareholders to consider, and if thought fit, passing the resolutions in respect of the Transactions and the proposed amendments to the Articles

“Group” the Company together with its subsidiaries “HK$” Hong Kong dollars, the lawful currency of the Hong Kong “Hong Kong” Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

“Independent Board Committee”
the independent board committee of the Company comprising Messrs. Cheng Fu Kwok, David, Lau Ho Kit, Ivan, Ong Ka Thai and Yang, Victor, established for the purpose of advising the Shareholders in respect of the Transactions
“Investec Capital”
Investec Capital Asia Limited, a corporation licensed under the SFO for carrying out type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities, being the independent financial adviser to the Independent Board Committee and the Shareholders in respect of the Transactions
“Latest Practicable Date”
20 October 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Master Purchase Contract 2012” the master purchase contract dated 15 March 2011, which was approved by the Shareholders on 30 May 2011 and entered into among certain subsidiaries of the Company and PIL with a term commencing from 1 January 2012 to 31 December 2014
“Master Purchase Contract 2015” the conditional master purchase contract dated 6 October 2014 subject to the approval of the Shareholders at the General Meeting and entered into between the Company (for and on behalf of the Group) and PIL (for and on behalf of the PIL Group) with a term commencing from 1 January 2015 to 31 December 2017
“PIL” Pacific International Lines (Private) Limited, a company incorporated in the Republic of Singapore and in which Messrs. Teo Siong Seng and Teo Tiou Seng, are directors and shareholders, is the controlling and substantial Shareholder of the Company, as defined under the Listing Rules
“PIL Group” PIL together with its subsidiaries
“PRC”
the People’s Republic of China and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“RMB” Renminbi, the lawful currency of the PRC

– 2 –

DEFINITIONS

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of the Company “Shareholder(s)” the holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Transactions” the continuing connected transactions between the Group and PIL Group to be occurred on a recurring basis and all the transactions contemplated thereunder the Master Purchase Contract 2015 “US$” United States dollars, the lawful currency of the United States of America “%” per cent.

For the purposes of illustration in this circular only and unless otherwise specified, conversion of US$ into HK$ is based on the exchange rate of US$1.00 = HK$7.80.

– 3 –

LETTER FROM THE BOARD

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勝獅貨櫃企業有限公司 SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock code: 716)

Executive Directors: Mr. Teo Siong Seng (Chairman and Chief Executive Officer) Mr. Chan Kwok Leung (Chief Operating Officer) Mr. Teo Tiou Seng

Registered Office: 19th Floor, Rykadan Capital Tower, 135 Hoi Bun Road, Kowloon, Hong Kong

Non-executive Directors:

Mr. Kuan Kim Kin Mr. Tan Chor Kee

Independent Non-executive Directors:

Mr. Cheng Fu Kwok, David Mr. Lau Ho Kit, Ivan Mr. Ong Ka Thai Mr. Yang, Victor

24 October 2014

To the Shareholders

Dear Sirs or Madams,

CONTINUING CONNECTED TRANSACTIONS AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

INTRODUCTION

The Board announced on 6 October 2014 that the Company (for and on behalf of the Group) entered into the Master Purchase Contract 2015 with PIL (for and on behalf of PIL Group) on 6 October 2014 for the sales of Equipment by the Group to PIL Group. The Master Purchase Contract 2015 is subject to the approval of the Shareholders and will take effect from 1 January 2015 and expire on 31 December 2017. The Master Purchase Contract 2015 will replace the Master Purchase Contract 2012 which will expire on 31 December 2014.

– 4 –

LETTER FROM THE BOARD

At the Latest Practicable Date, PIL is the controlling and substantial Shareholder of the Company, as defined under the Listing Rules, thus, PIL is a connected person of the Company. The Master Purchase Contract 2015 involves transactions, which will occur on a recurring basis over a period of time; accordingly, the Transactions will constitute continuing connected transactions of the Company. The Transactions are subject to the approval of the Shareholders at the General Meeting. Each of (i) PIL and its associates; and (ii) Mr. Teo Siong Seng, Mr. Teo Tiou Seng, Mr. Kuan Kim Kin and Mr. Tan Chor Kee (as directors of both PIL and the Company), will abstain from voting on the resolutions in respect of the Transactions at the General Meeting.

The Transactions under the Master Purchase Contract 2015 constitute non-exempt continuing connected transactions of the Company, and the Company is required to comply with the annual review, annual reporting, announcement and Shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions. Please refer to the section headed “Listing Rules Implications” below.

The Board also intends to propose a special resolution at the General Meeting for the amendment to the Articles. The purpose of this proposal is to bring the Articles in line with the new Companies Ordinance, which came into force on 3 March 2014, and to make certain housekeeping and other amendments proposed by the Board.

The purpose of this circular is to provide Shareholders with relevant information relating to the Transactions and the details of the proposed amendments to the Articles as well as the resolutions to be proposed at the General Meeting, notice of which is set out on pages 78 to 79 of this circular. The advice of the Independent Board Committee to the Shareholders regarding their view on the Master Purchase Contract 2015, the Transactions contemplated thereunder as well as the Annual Caps applicable thereto is set out on page 12 of this circular. A copy of the letter from Investec Capital to the Independent Board Committee and Shareholders containing its advice in relation to the terms of the Master Purchase Contract 2015, the Transactions contemplated thereunder as well as the Annual Caps is set out on pages 13 to 19 of this circular. The details of the proposed amendments to the Articles is set out on pages 29 to 77 of this circular.

CONDITIONAL MASTER PURCHASE CONTRACT 2015

The salient terms and conditions of the Master Purchase Contract 2015 are described below.

Date:

6 October 2014

Parties:

The Seller: The Company (on behalf of the Group)

The Buyer: PIL (on behalf of PIL Group)

– 5 –

LETTER FROM THE BOARD

Scope/Consideration

Pursuant to the Master Purchase Contract 2015, the Group will enter into the Transactions with PIL Group for the sales of Equipment by the Group to PIL Group. Any and all of the Equipment shall be sold by the Group to PIL Group on normal commercial terms and on terms no less favourable to the Group than those offered by the Group to independent third parties, and subject to the Annual Caps.

When considering whether the terms of the sale are on normal commercial terms and on terms no less favourable to the Group than those offered by the Group to independent third parties, the management of the Group will review the terms of purchase orders entered into by the independent third party customers in respect of the sale and purchase of similar quantities and values of the Equipment at the relevant time, which shall be used as a benchmark when negotiating the Transactions.

The price for the Equipment shall be determined after arm’s length negotiations taking into account, among other factors, raw material and production costs, supply and demand dynamics and the quantities of the Equipment, but shall not be lower than the price offered to independent third party customers purchasing Equipment of similar quantities and values during the relevant time. The management of the Group would also regularly review and monitor that the prices for the Equipment sold to PIL Group will achieve a gross profit margin that is in line with industry practices. So far as the Directors are aware, it is an industry practice to adopt a cost-plus pricing model to determine the price as well as the gross profit margin for the Equipment. Gross profit margin may vary from time to time depending on, among other things, the market demand and supply dynamics at the time when quotations are made. To ascertain whether the gross profit margin is generally in line with industry practices, the relevant officers of the Group will review the terms of purchase orders entered into by the independent third party customers with similar quantities, nature and values of the Equipment at the relevant time and calculate the gross profit margins based on such purchase orders. The relevant officers would then compare the gross profit margin that can be achieved by selling the Equipment to PIL and to independent third party customers to ensure that the gross profit margin from the sale of Equipment to PIL is reasonable. The Board considers that the said methods and procedures can ensure that the Transactions be conducted on normal commercial terms and on terms no less favourable to the Group than those offered by the Group to independent third parties and not prejudicial to the interests of the Company and the Shareholders.

The payment of the Equipment will be on a deferred basis according to normal credit terms within 60 days.

Term

The Master Purchase Contract 2015 will be in force for a period commencing on 1 January 2015 and expiring on 31 December 2017. During the effective period of the Master Purchase Contract 2015, either the Company (on behalf of the Group) or PIL (on behalf of PIL Group) may terminate the Master Purchase Contract 2015 by giving 30 days’ written notice to the other party. In the event that neither party terminates the Master Purchase Contract 2015 early, the Company will comply with the relevant requirements of the Listing Rules upon expiry of the term on 31 December 2017.

– 6 –

LETTER FROM THE BOARD

Historical figures, existing annual caps and proposed Annual Caps

The table below sets out the historical figures, the existing annual caps in respect of the transactions contemplated under the Master Purchase Contract 2012 for each of financial years ended 31 December 2012, 2013 and 2014 and the proposed Annual Caps.

						Year ending	Year ending	Year ending
Year ended 31		Year	ended	Year 2014 —	Based on orders	31 December	31 December	31 December
December 2012		31 December 2013		value up to 30	September 2014	2015	2016	2017
Annual caps	Actual amount	Annual caps	Actual amount	Annual caps	Actual amount	Proposed	Proposed	Proposed
						Annual Caps	Annual Caps	Annual Caps
US$100,000,000	US$23,700	US$100,000,000	US$64,665,150	US$ 100,000,000	US$ 62,874,100	US$ 100,000,000	US$ 125,000,000	US$ 150,000,000
(equivalent to	(equivalent to	(equivalent to	(equivalent to	(equivalent to	(equivalent to	(equivalent to	(equivalent to	(equivalent to
approximately	approximately	approximately	approximately	approximately	approximately	approximately	approximately	approximately
HK$780,000,000)	HK$184,860)	HK$780,000,000)	HK$504,388,170)	HK$780,000,000)	HK$490,417,980)	HK$780,000,000)	HK$975,000,000)	HK$1,170,000,000)

The proposed Annual Caps of the Transactions during the three financial years ending 31 December 2015, 2016 and 2017 would not exceed US$100 million, US$125 million and US$150 million (equivalent to approximately HK$780 million, HK$975 million and HK$1,170 million) respectively.

The low aggregate sales value to PIL Group for 2012 was mainly due to the fact that PIL Group made few direct purchases from the Group in 2012 and instead, fulfilled most of its requirements of Equipment indirectly through container leasing or financing companies. The aggregate sales value for 2013 increased to approximately US$64 million due to a marked increase in direct purchases made by PIL Group from the Group. Based on the current orders placed by PIL Group, the aggregate sales value for 2014 would be comparable with last year. PIL Group considers its financial and cash flow position as one of the factors when determining whether to undertake direct purchases of the Equipment from the Group or indirectly through container leasing or financing companies.

The Annual Caps are determined after taking into account that (i) the Group will be PIL Group’s sole supplier of Equipment (whether directly or otherwise); (ii) estimated annual Equipment requirements of PIL Group during the enforcement period of the Master Purchase Contract 2015 as extracted from PIL’s planned Equipment purchases from the Group for the next three years. The planned Equipment purchases are calculated based on the new vessels that have been ordered by PIL and will come to delivery in the coming three years which generate new Equipment requirements as well as the replacement demand of PIL’s existing Equipment which is based on the historical wear and tear ratio of approximately 5% to 7% of existing container fleet size; and (iii) based on the prevailing market prices of Equipment to estimate the projected price for the coming three years. Currently, the prevailing market prices of the Equipment are at the lower range due to relatively lower material costs. With the price of material costs (in particular, the price of steel) expected to increase gradually, based on the Directors’ view and barring unforeseeable circumstances, the projected price of the Equipment is expected to increase by approximately 10% in each of the coming three years.

– 7 –

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF ENTERING INTO THE MASTER PURCHASE CONTRACT 2015

The Group is principally engaged in the businesses of container manufacturing and provision of logistics services. PIL is an operator of container liner services and other logistics related services.

The Master Purchase Contract 2015 will provide the Group with additional and steady source of revenue. The Directors (including the independent non-executive Directors, having received and considered the advice from Investec Capital) consider that it is in the interests of the Company and the Shareholders for the Company (on behalf of the Group) to enter into the Master Purchase Contract 2015, which will enable the Group to generate steady revenue from the annual sales of Equipment.

BOARD’S APPROVAL

The Board has approved the Master Purchase Contract 2015 and the Annual Caps. PIL, a company in which Messrs. Teo Siong Seng and Teo Tiou Seng are directors and shareholders have beneficial interests, is also the controlling and substantial Shareholder of the Company, as defined under the Listing Rules and Messrs. Kuan Kim Kin and Tan Chor Kee who are non-executive directors of the Company and also directors of PIL. Accordingly, Messrs. Teo Siong Seng, Teo Tiou Seng, Kuan Kim Kin and Tan Chor Kee had abstained from voting in the Board resolutions approving the Master Purchase Contract 2015, the Transactions contemplated thereunder as well as and the Annual Caps applicable thereto. Save as disclosed above, none of the Directors has a material interest in the Transactions.

LISTING RULES IMPLICATIONS

PIL, a company in which Messrs. Teo Siong Seng and Teo Tiou Seng are directors and shareholders, is the controlling and substantial Shareholder of the Company, as defined under the Listing Rules. Accordingly, PIL is a connected person of the Company under the Listing Rules. The Master Purchase Contract 2015 involves Transactions, which will occur on a recurring basis over a period of time; accordingly, the Transactions constitute continuing connected transactions of the Company under the Listing Rules.

Each of the applicable percentage ratios (other than profit ratio) calculated pursuant to Rule 14.07 of the Listing Rules in respect of the proposed Annual Caps for the Transactions exceeds 5%. Accordingly, the Transactions contemplated under the Master Purchase Contract 2015 are subject to annual reporting, announcement, annual review and Shareholders’ approval under Chapter 14A of the Listing Rules. Each of (i) PIL and its associates; and (ii) Mr. Teo Siong Seng, Mr. Teo Tiou Seng, Mr. Kuan Kim Kin and Mr. Tan Chor Kee (as directors of both PIL and the Company), will abstain from voting on the resolution in respect of the Transactions at the General Meeting.

The Directors (including the independent non-executive Directors, having received and considered the advice from Investec Capital) are of the opinion that the Transactions will be entered into: (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms (or on terms no less favourable to the Group than terms available to or from independent third parties); and (iii) on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors (including the independent non-executive Directors, having received and considered the advice from Investec Capital) are also of the opinion that the Annual Caps are fair and reasonable.

– 8 –

LETTER FROM THE BOARD

The Company will seek the Shareholders’ approval of the Transactions at the General Meeting. As at the Latest Practicable Date, (i) PIL and its associates; and (ii) Mr. Teo Siong Seng, Mr. Teo Tiou Seng, Mr. Kuan Kim Kin and Mr. Tan Chor Kee (as directors of both PIL and the Company), which hold in aggregate approximately 41.15% shareholding of the Company, will abstain from voting on the resolutions in respect of the Transactions at the General Meeting. The Independent Board Committee has been set up to advise the Shareholders in connection with the Transactions. The independent financial adviser, Investec Capital has been appointed for the purpose of providing independent advice to the Independent Board Committee and the Shareholders, on whether the Transactions are expected to be entered into in the ordinary and usual course of business of the Group and the Master Purchase Contract 2015 together with the Annual Caps are agreed on normal commercial terms, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

PROPOSED AMENDMENTS TO THE ARTICLES

The new Companies Ordinance became effective on 3 March 2014. In order to, firstly, remove conflicts between the provisions under the existing Articles and the new Companies Ordinance; and secondly, to enable the Company to take advantage of new flexibilities permitted under the new Companies Ordinance which are of significance to the Company, the Board proposes to make amendments to the existing Articles for the purpose of bringing the Articles in line with the new Companies Ordinance (except for those optional provisions). A summary of the major changes are set out below:

(a) deleting the Memorandum of Association of the Company pursuant to the new Companies Ordinance, and re-stating the relevant provisions (the Company’s name and its limited liability nature) as Articles;
(b) expressly providing that the liability of the Shareholders is limited to any amount unpaid on the Shares held by them;
(c) deleting provisions on, and references to concepts that were abolished by the new Companies Ordinance. These include par value of shares (and related concepts of “share premium account”, “capital redemption reserve”, issuance of shares “at a discount/ premium”, “unissued shares”; the need to create “subscription rights reserve” under certain circumstances), extraordinary general meetings, special business of general meetings;
(d) amending references to terms defined under the old Companies Ordinance (such as “balance sheet”) and replacing such terms with terms defined under the new Companies Ordinance;
(e) reducing the voting rights threshold and increasing the number of Shareholders required for demanding a poll such that among others, any Shareholders holding at least 5% of the total voting rights of all the Shareholders having the right to vote at the meeting or any 5 Shareholders entitled to vote at the meeting may demand a poll;

– 9 –

LETTER FROM THE BOARD

(f) amending the manner in which the Company may alter its share capital in light of the abolition of par value for shares and the provisions of the Companies Ordinance relating to the permitted alteration of share capital;
(g) inserting provisions relating to declaration of interest by a Director in accordance with the requirements under the Companies Ordinance in case the Director or an entity connected with the Director has a material interest in a transaction, arrangement or contract;
(h) allowing the Company to hold its general meetings at two or more places using technology;
(i) revising the notice period for a general meeting in which a special resolution is proposed from 21 clear days to longer of 14 clear days or 10 clear business days;
(j) clarifying the rights and obligations of proxies: (a) proxies may vote on a show of hands provided that there is only one proxy appointed by a Shareholder; and (b) Shareholders may appoint multiple proxies;
(k) abolishing the Company’s power to convert any paid up shares into stock (and vice versa);
(l) abolishing the Company’s power to issue warrants to bearer; and
(m) prescribing the manner and form in which notices may be sent to the Shareholders and the time when notices and documents are deemed to be delivered.

The Chinese translation of the Articles is for shareholders’ reference only. In case there is any inconsistency between the English version and the Chinese version, the English version shall prevail.

The Directors consider that the proposed amendments to the Articles remove provisions that are in conflicts with the new Companies Ordinance, and also enable the Company to take advantage of new flexibilities offered under the new Companies Ordinance. The Directors therefore consider that these amendments are beneficial to the Company and the Shareholders as a whole. A special resolution will be proposed at the General Meeting, which requires not less than 75% of the votes cast by Shareholders attending and entitled to vote at the General Meeting.

GENERAL MEETING

A notice convening the General Meeting to be held at Unit A, 29/F., Admiralty Centre 1, 18 Harcourt Road, Hong Kong on Wednesday, 19 November 2014 at 11:30 a.m., at which (i) an ordinary resolution will be proposed to approve Master Purchase Contract 2015 and the Transactions contemplated thereunder as well as the Annual Caps applicable thereto; and (ii) a special resolution will be proposed to approve the amendments to the Articles as set out on pages 78 to 79 of this circular.

– 10 –

LETTER FROM THE BOARD

A proxy form for use at the General Meeting is enclosed. Whether or not you are able to attend the General Meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Company’s share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof (as the case may be). Completion and return of proxy form will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish.

RECOMMENDATION

The Independent Board Committee comprising all independent non-executive Directors has been set up to advise the Shareholders in connection with the Transactions. The independent financial adviser, Investec Capital has been appointed for the purpose of providing independent advice to the Independent Board Committee and the Shareholders in respect of the Master Purchase Contract 2015, the Transactions contemplated thereunder as well as the Annual Caps applicable thereto.

Your attention is drawn to the letter from the Independent Board Committee set out on page 12 of this circular which contains its recommendations to the Shareholders as to voting at the General Meeting. Your attention is also drawn to the letter of advice received from Investec Capital which contains its advice to the Independent Board Committee and the Shareholders in relation to the Master Purchase Contract 2015, the Transactions contemplated thereunder as well as the Annual Caps applicable thereto. The letter from Investec Capital is set out on pages 13 to 19 of this circular.

The Directors (including the independent non-executive Directors, having received and considered the advice from Investec Capital) consider that the Transactions are expected to be entered into in the ordinary and usual course of business of the Group and the Master Purchase Contract 2015 together with the Annual Caps are agreed on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, they recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the General Meeting to approve the Master Purchase Contract 2015 and the Transactions contemplated thereunder as well as the Annual Caps applicable thereto.

The Directors also consider that the proposed amendment to the Articles is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the special resolution to be proposed at the General Meeting.

Your attention is also drawn to the general information set out in the Appendix I and the details of the proposed amendments to the Articles set out in the Appendix II of this circular.

On behalf of the Board

Singamas Container Holdings Limited Teo Siong Seng Chairman and Chief Executive Officer

– 11 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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勝獅貨櫃企業有限公司 SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock code: 716)

To the Shareholders

24 October 2014

Dear Sirs or Madams,

CONTINUING CONNECTED TRANSACTIONS

We refer to the circular dated 24 October 2014 of the Company (the “Circular”) of which this letter forms part. Terms defined in the Circular shall have the same meanings herein unless the context otherwise requires.

We have been appointed as members of the Independent Board Committee to advise the Shareholders in respect of the Transactions and the Master Purchase Contract 2015 together with the Annual Caps, details of which are set out in the “Letter from the Board” in the Circular to the Shareholders.

Having taken into account of the advice of Investec Capital, we consider that the Transactions are expected to be entered into in the ordinary and usual course of business of the Group and the Master Purchase Contract 2015 together with the Annual Caps are agreed on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Shareholders to vote in favour of the ordinary resolution to approve the Master Purchase Contract 2015 and the Transactions contemplated thereunder and the Annual Caps as set out in the notice of the General Meeting to be held on 19 November 2014.

Yours faithfully, For and on behalf of Independent Board Committee of Singamas Container Holdings Limited

Cheng Fu Kwok, David	Lau Ho Kit, Ivan	Ong Ka Thai	Yang, Victor
Independent	Independent	Independent	Independent
Non-executive	Non-executive	Non-executive	Non-executive
Director	Director	Director	Director

– 12 –

LETTER FROM INVESTEC CAPITAL

The following is the text of the letter of advice from Investec Capital Asia Limited to the Independent Board Committee and the Shareholders in relation to the Master Purchase Contract 2015 and the proposed Annual Caps of the underlying transactions prepared for the purpose of incorporation in this circular.

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24 October 2014

To: The Independent Board Committee and the Shareholders of Singamas Container Holdings Limited

Dear Sirs/Madams,

CONTINUING CONNECTED TRANSACTIONS

I. INTRODUCTION

We refer to our appointment as independent financial adviser to advise the Independent Board Committee and the Shareholders with regard to the continuing connected transactions in relation to the Master Purchase Contract 2015. Details of the continuing connected transactions and the proposed annual caps for the three years ending 31 December 2017 are contained in the “Letter from the Board” of the circular to the Shareholders dated 24 October 2014 (the “Circular”), of which this letter forms part. Unless otherwise stated, terms defined in the Circular have the same meanings in this letter.

On 6 October 2014, the Company (for and on behalf of the Group) entered into the Master Purchase Contract 2015 with PIL (for and on behalf of the PIL Group) for the sales of Equipment by the Group to the PIL Group during the period from 1 January 2015 to 31 December 2017. As PIL is the controlling and substantial shareholder of the Company (as defined under the Listing Rules), PIL is a connected person of the Company and the transactions to be contemplated under the Master Purchase Contract 2015 constitute continuing connected transactions of the Company under the Listing Rules. Given that the proposed Annual Caps of the Transactions for the three financial years ending 31 December 2017 would exceed 5% of the applicable percentage ratios (other than the profit ratio) calculated pursuant to Rule 14.07 of the Listing Rules, the Transactions constitute non-exempt continuing connected transactions of the Company under Chapter 14A of the Listing Rules and are subject to, among others, the approval of the Shareholders at a general meeting of the Company. Pursuant to Rule 14A.36, each of the shareholders (i) PIL and its associates; and (ii) Mr. Teo Siong Seng, Mr. Teo Tiou Seng, Mr. Kuan Kim Kin and Mr. Tan Chor Kee (as directors of both PIL and the Company), who has material interest in the transactions will abstain from voting on the resolution.

– 13 –

LETTER FROM INVESTEC CAPITAL

The Independent Board Committee comprising Messrs. Cheng Fu Kwok, David, Lau Ho Kit, Ivan, Ong Ka Thai and Yang, Victor, all being independent non-executive Directors, has been established to consider the terms of the Master Purchase Contract 2015 and the Annual Caps for the three years ending 31 December 2017. As the independent financial adviser to the Independent Board Committee and the Shareholders, our role is to give an independent opinion to the Independent Board Committee and the Shareholders as to (i) whether or not the Master Purchase Contract 2015 and the transactions to be contemplated thereunder are in the interests of the Company and Shareholders as a whole; (ii) whether or not the terms of the Master Purchase Contract 2015 are fair and reasonable; and (iii) whether the Shareholders should vote in favour of the resolutions to approve the Master Purchase Contract 2015, the transactions to be contemplated thereunder and the Annual Caps at the General Meeting.

II. BASIS AND ASSUMPTIONS OF THE ADVICE

In formulating our advice, we have relied solely on the statements, information, opinions and representations for matters relating to the Group contained in the Circular and the information and representations provided to us by the Group and/or its senior management staff and/or the Directors. We have assumed that all such statements, information, opinions and representations for matters relating to the Group contained or referred to in the Circular or otherwise provided or made or given by the Group and/or its senior management staff and/or the Directors and for which it is/they are solely responsible were true and accurate and valid at the time they were made and given and continue to be true and valid as at the date of the Circular. We have assumed that all the opinions and representations for matters relating to the Group made or provided by the Directors and/or the senior management staff of the Group contained in the Circular have been reasonably made after due and careful enquiry. We have also sought and obtained confirmation from the Group and/or its senior management staff and/or the Directors that no material facts have been omitted from the information provided and referred to in the Circular.

We consider that we have reviewed all currently available information and documents to enable us to reach an informed view and to justify our reliance on the information provided so as to form a reasonable basis for our opinions. We have no reason to doubt the truth, accuracy and completeness of the statements, information, opinions and representations provided to us by the Group and/or its senior management staff and/or the Directors and their respective advisers or to believe that material information has been withheld or omitted from the information provided to us or referred to in the aforesaid documents. We have not, however, carried out any independent verification of the information provided, nor have we conducted any independent investigation into the business and affairs of the Group, the PIL Group or any of their respective subsidiaries or associated companies.

III. PRINCIPAL FACTORS CONSIDERED

In formulating our recommendation, we have taken into consideration the following principal factors and reasons:

1. Background information and reason for the Transactions

Information on the Group

The Company is an investment holding company incorporated in Hong Kong and the activities of the Group include manufacturing dry freight containers, collapsible flatrack containers, open top containers, bitutainers, refrigerated containers, U.S. domestic containers, tank containers, other specialised containers and container parts; provision of logistics services, including operating container depots, container terminals and container logistics.

– 14 –

LETTER FROM INVESTEC CAPITAL

As noted from the Company’s latest annual report for the year ended 31 December 2013 (the “2013 Annual Report”), the Group’s operations can be categorised into two segments, namely, (i) manufacturing – manufacturing of marine dry freight containers, refrigerated containers, collapsible flatrack containers, tank containers, other specialised containers, container parts and container chassis; and (ii) logistics services – provision of container storage, repair and trucking services, serving as a freight station, container/cargo handling and other container related services. Based on the Company’s 2013 Annual Report as well as the annual reports for previous years, the amounts of revenue generated from container manufacturing for the three financial years ended 31 December 2011, 2012 and 2013 were approximately US$1,782 million, US$1,506.2 million and US$1,253.9 million respectively, representing approximately 98%, 98% and 98% of the Group’s total revenue over the respective years. As advised by the Company, for the financial year 2013, the Group’s standard maximum annual production capacity was approximately 1,000,000 twenty-foot equivalent units (“TEUs”) and the total actual production output accounted for approximately 53% of such standard maximum annual production capacity.

Information on PIL

Based on the information available on the website of PIL, it is one of the largest ship owners in Asia and it is ranked the 16th amongst the top containership operators in the world. PIL has also diversified into logistics related activities such as supply chain management, consolidation/distribution facilities, warehousing, container depot operations, trucking as well as having interest in ship-agencies worldwide, container manufacturing, marine engineering and real estate. As of August 2014, PIL owns and operates a fleet of 181 vessels with a total TEU capacity of about 367,699 TEUs. PIL operates container liner services at over 500 locations in 100 countries covering the whole of the Far East to Europe, Black Sea, Canada, Indian sub-continent, Red Sea/Gulf, East Africa, South/West Africa, Australia, New Zealand, East Coast of South America and West Coast of USA.

Reasons for the Master Purchase Contract 2015

As set out in the Letter from the Board, the Master Purchase Contract 2015 will provide the Group with additional and steady source of revenue. The executive Directors consider that it is in the interests of the Company and the Shareholders for the Company (for and on behalf of the Group) to enter into the Master Purchase Contract 2015, which will enable the Group to generate steady revenue from the annual sales of Equipment.

The Master Purchase Contract 2012 was entered into between certain subsidiaries of the Company and PIL on 15 March 2011 which, together with continuing connected transaction contemplated thereunder and the respective annual caps, were approved by the then independent shareholders of the Company at the extraordinary general meeting of the Company held on 30 May 2011. The Master Purchase Contract 2012 will expire following the financial year ending 31 December 2014 and it is anticipated that the Group will continue to sell the Equipment to the PIL Group. Accordingly, for the purposes of governing the Transactions following the financial year ending 31 December 2014 and ensuring compliance with Chapter 14A of the Listing Rules, the Company (for and on behalf of the Group) entered into the Master Purchase Contract 2015 with PIL (for and on behalf of the PIL Group) which will be subject to annual reporting, annual review, announcement and the Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

– 15 –

LETTER FROM INVESTEC CAPITAL

As noted above, the container manufacturing business represents the most significant principal business of the Group and historically contributed over 98% to the total revenue of the Group in recent years. Given that the sales of Equipment (i.e. dry freight containers, collapsible flatrack containers, open top containers, bitutainers, refrigerated containers, USA domestic containers, tank containers, other specialised containers and other relevant products) are in the ordinary and usual course of business of the Group, we, having further considered the business background of PIL, concur with the Directors’ view that it is reasonable and logical to continue the arrangements under the Master Purchase Contract 2015 so as to capture certain sales orders and generate steady revenue from the sales of Equipment to the PIL Group.

2. Principal terms of the Master Purchase Contract 2015

Pursuant to the Master Purchase Contract 2015, the Group will enter into the Transactions with the PIL Group for the sales of Equipment by the Group to the PIL Group. The Equipment will be sold to the PIL Group at prices to be determined at arm’s length negotiations between the Group and the PIL Group with reference to the prevailing market prices and conditions and on terms no less favourable to the Group than terms available to independent third party customers. The payment of the Equipment will be settled on a deferred basis according to normal credit terms within 60 days. The Master Purchase Contract 2015 will be in force for a period commencing on 1 January 2015 and expiring on 31 December 2017. During the effective period of the Master Purchase Contract 2015, either the Company (for and on behalf of the Group) or PIL (for and on behalf of the PIL Group) may terminate the Master Purchase Contract 2015 by giving a 30 days’ written notice to the other party.

In addition to our review of the Master Purchase Contract 2015, we have reviewed two purchase and sale agreements carried out with independent third parties (the “Purchase and Sale Agreements”). The review of the Purchase and Sale Agreements indicated that the Master Purchase Contract 2015 was carried out at terms no less favourable to the Group than those terms which were provided to independent third parties. Furthermore, we have reviewed five purchase contracts, which were recently concluded with independent third parties, as well as supplemental purchase orders from the PIL Group. Such review indicated that the sale of Equipment to the PIL Group was carried out at terms no less favourable to the Group than those terms which were provided to independent third parties.

On the basis that (i) the Master Purchase Contract 2015 is essentially a renewal of the Master Purchase Contract 2012 with similar terms; (ii) the Transactions will be conducted in the ordinary and usual course of business of the Group; and (iii) the purchase price will be determined at arm’s length negotiations between the Group and the PIL Group with reference to the prevailing market prices and conditions and on terms no less favourable to the Group than terms available to independent third party customers, we are of the view that the Master Purchase Contract 2015 is in the interests of the Company and the Shareholders as a whole and its terms are fair and reasonable.

– 16 –

LETTER FROM INVESTEC CAPITAL

3. Rationale for determining the Annual Caps

Pursuant to Rule 14A.35 of the Listing Rules, the proposed sales of Equipment by the Group to the PIL Group under the Master Purchase Contract 2015 are required to be subject to an annual cap for each financial year of the Company up to 31 December 2017. In connection with this, the Company proposes that the Annual Caps, being the estimated sales value in respect of the Transactions during the three financial years ending 31 December 2015, 2016 and 2017, would not exceed US$100 million, US$125 million and US$150 million (equivalent to approximately HK$780 million, HK$975 million and HK$1,170 million), respectively, for each of these three financial years. Such Annual Caps are determined after taking into account (i) the Group will be the PIL Group’s sole supplier of Equipment; (ii) the estimated annual Equipment requirements of the PIL Group during the three financial years; and (iii) the prevailing market prices of Equipment. The executive Directors are of the view that the Annual Caps are fair and reasonable.

As set out in the Letter from the Board, the historical sales of Equipment made by the Group to the PIL Group for each of the two financial years ended 31 December 2012 and 2013 were approximately US$23,700 (equivalent to approximately HK$184,860) and US$64,665,150 (equivalent to approximately HK$504,388,170), respectively. We note that the Annual Caps, i.e. US$100-150 million, are significantly above the actual value of the similar transactions conducted between the relevant parties during the last two financial years. As such, we have discussed with the management of the Company and understand that in 2012, the PIL Group fulfilled most of its equipment requirements through container leasing or financing companies. For the financial year 2013, sales to PIL Group increased substantially to approximately US$65 million as the PIL Group switched from container leasing back to direct purchases from the Company. In general, such low transaction values for both 2012 and 2013 were primarily due to the slow recovery of the global economy and the shipping industry following the global economic downturn of 2008. Soft demand and decreasing raw material prices, especially corten steel, resulted in a decrease in the average selling price from its peak of more than US$2,900 per twenty-foot dry freight container in 2011 to the current price of approximately US$2,100 per twenty-foot dry freight container. The average selling prices in 2012 and 2013 were approximately US$2,452 and US$2,195, respectively.

As set out in the Company’s annual report for 2012, global trade was unexpectedly depressed. Like other shipping customers, PIL made very few direct purchases of new containers from the Company in 2012 and instead, PIL fulfilled most of its containers requirements via container leasing or financing companies. This has a direct result on the Company’s revenue which declined approximately 15.5% from 2011. Direct sales to PIL increased substantially for the year ended 31 December 2013 as a result of the gradual recovery in global seaborne trade, in particular that from Asia to Europe. However, total sales volumes were still down by approximately 5.1% coupled with lower average selling prices, thus resulting in a decrease in total revenue of approximately 16.5% for the year ended 31 December 2013.

Although the container industry currently faces a downturn, there is optimism for a future recovery. The continued gradual improvement in the global economy is expected to increase demand for containers. In the short term, the Asia-Europe route is showing signs of improvement. According to Drewry Shipping Consultants Limited, an independent specialist research and advisory organisation for the maritime sector, container vessel deliveries during the years 2014, 2015 and 2016 are estimated to increase the total fleet capacity by approximately 1,500,000, 1,610,000 and 625,000 twentyfoot equivalent units in each year, respectively. Such increase is forecast to include the replacement of containers which were brought to the market during the boom in global trade between 2003 and 2008, these containers are nearing the end of their useful lives. In connection with this, we note that as set out in the Letter from the Board, up to 30 September 2014, the Group had received orders for Equipment from the PIL Group with a total sales value of approximately US$62,874,100 (equivalent to approximately HK$490,417,980) for the year ending 31 December 2014. Based on the current orders placed by the PIL Group, the aggregate sales for the financial year ending 2014 would be comparable with the previous year.

– 17 –

LETTER FROM INVESTEC CAPITAL

We understand from the management of the Company that the Company has discussed with PIL in respect of the estimated annual requirement on Equipment by the PIL Group in each of 2015, 2016 and 2017. In particular, such estimated annual requirement has been determined largely based on the purchase budget of the PIL Group for the relevant financial years, which in turn based on its planned requirements, business growth, new vessel deliveries and the replacement requirements of its existing container fleet. We have also reviewed the Equipment purchase plan of the PIL Group and are of the view that the estimation has been prepared on a fair and reasonable basis. In particular, the purchase of new vessels will increase the PIL Group’s total fleet size by approximately 33,000 TEUs by the end of the 2017 financial year. As we understand from the management of the Company, in order to effectively utilise one’s shipping capacity, a shipping operator typically requires two TEUs of Equipment for each TEU of shipping capacity. As a result of the aforementioned increase in fleet size, the PIL Group will have additional purchasing requirements of approximately 66,000 TEUs of Equipment in the coming financial years in comparison to the 2012, 2013 and 2014 financial years.

In summary, based on (i) our discussion with the management of the Company about the basis for the determination of the Annual Caps; (ii) the result of our review justifying the proposed annual caps; (iii) the improvement in global trade with increasing demand for container replacements in the future; (iv) the proposed transactions to be contemplated under the Master Purchase Contract 2015 will continue to be conducted in the ordinary and usual course of business of the Company and on terms no less favourable to the Group than terms available to independent third party customers; and (v) it is generally in the interest of the Company to maximise the value of the Transactions so as to increase the Company’s revenue, we are of the view that the Annual Caps have been arrived at on a fair and reasonable basis.

4. Conditions of the Annual Caps

There are certain conditions of the annual cap pursuant to the Listing Rules, in particular, the restriction of the value of the Transactions by way of the annual cap for each of the three financial years ending 31 December 2017 (i.e. the Annual Caps) and the annual review by the independent nonexecutive Directors of the terms of the Transactions and the Annual Caps not being exceeded, details of which must be included in the Company’s subsequent published annual reports and accounts. In addition, pursuant to the Listing Rules, each year the auditors of the Company must provide a letter to the Board confirming, among other things, that the Transactions are conducted in accordance with the Master Purchase Contract 2015 and that the Annual Caps not being exceeded. In addition, pursuant to the Listing Rules, the Company shall publish an announcement if it knows or has reason to believe that the independent non-executive Directors and/or its auditors will not be able to confirm the terms of the Transactions or the Annual Caps not being exceeded. We are of the view that there are appropriate measures in place to govern the conduct of the Transactions and safeguard the interests of the Shareholders.

– 18 –

LETTER FROM INVESTEC CAPITAL

IV. RECOMMENDATION

In formulating our recommendation to the Independent Board Committee and the Shareholders, we have considered the above principal factors and reasons, in particular, the following:

(i) the background information on the Company and PIL and the reasons for the Transactions;
(ii) the Transactions will be conducted in the ordinary and usual course of business of the Group and the Equipment will be sold to the PIL Group at prices to be determined at arm’s length negotiations between the Group and the PIL Group with reference to the prevailing market prices and conditions and on terms no less favourable to the Group than terms available to independent third party customers;
(iii) the Transactions will increase the sales of the Group, so it is in the interest of the Group to enter into such transactions;
(iv) the value of, and the basis for determining, the Annual Caps are fair and reasonable, details of which are set out in the section headed “Rationale for determining the Annual Caps”; and
(v) control procedures, including annual review by the independent non-executive Directors and confirmation from the auditors of the Company in respect of the terms of the Transactions, are in place to monitor the terms and conditions of the Transactions.

Based on the above, we are of the opinion that the entering into of the Master Purchase Contract 2015 is in the interests of the Company and the Shareholders as a whole, the transactions to be contemplated under the Master Purchase Contract 2015 are in the ordinary and usual course of business of the Company, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. We are also of the opinion that the terms of the Master Purchase Contract 2015, including the Annual Caps, are in the interests of the Company and the Shareholders as a whole, on normal commercial terms and fair and reasonable. Accordingly, we would advise the Independent Board Committee and the Shareholders that the Shareholders should vote in favour of the ordinary resolution to approve the Master Purchase Contract 2015, the transactions to be contemplated thereunder and the Annual Caps at the General Meeting.

Yours faithfully For and on behalf of

Investec Capital Asia Limited

Alex Tai Managing Director Head of Corporate Finance

Jimmy Chung Managing Director Corporate Finance

– 19 –

GENERAL INFORMATION

APPENDIX I

1) RESPONSIBILITY STATEMENT

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

2) SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares of the Company comprised 2,420,419,918 Shares, all of which are fully paid-up.

All the Shares currently in issue rank pari passu in all respects with each other, including in particular, as to dividends, voting rights and capital.

Save as disclosed herein, no part of the share capital of the Company is listed or dealt in on stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the Shares to be listed in or on any other stock exchange.

3) DISCLOSURE OF DIRECTORS’ INTERESTS

As at the Latest Practicable Date, the interests or short positions of the Directors in the Shares, underlying Shares or debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which (a) were required notification to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any such Director is taken or deemed to have under such provisions of the SFO); or which (b) were required pursuant to Section 352 of the SFO to be entered into the register maintained by the Company; or which (c) were required, pursuant to Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) contained in the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

(a) Ordinary Shares of the Company

		Number of Shares/	Number of Shares/
		Underlying Shares Held				Percentage
		Personal	Corporate		Total	of Issued
Name	Capacity	Interest	Interest	Other	Interest	Shares
Mr. Teo Siong Seng	Benefcial	50,808,250	—	—	50,808,250	2.10
(Note 1)	Owner
Mr. Teo Tiou Seng	Benefcial	668,730	—	—	668,730	0.03
(Note 2)	Owner
Mr. Kuan Kim Kin	Benefcial	668,730	—	—	668,730	0.03
(Note 3)	Owner
Mr. Ong Ka Thai	Benefcial	668,730	—	—	668,730	0.03
(Note 4)	Owner
Mr. Tan Chor Kee	Spouse	—	—	6,000	6,000	0.00
(Note 5)	Interest

– 20 –

GENERAL INFORMATION

APPENDIX I

Notes:

(1) The personal interest of Mr. Teo Siong Seng represents the interest in 41,301,250 Shares and interest in 9,507,000 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section “Share Options”.
(2) The personal interest of Mr. Teo Tiou Seng represents the interest in 196,780 Shares and interest in 471,950 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section “Share Options”.
(3) The personal interest of Mr. Kuan Kim Kin represents the interest in 104,000 Shares and interest in 564,730 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section “Share Options”.
(4) The personal interest of Mr. Ong Ka Thai represents the interest in 52,000 Shares and interest in 616,730 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section “Share Options”.
(5) As at the Latest Practicable Date, Ms. Lee Tew Guan, spouse of Mr. Tan Chor Kee held 6,000 Shares. Mr. Tan Chor Kee is deemed to be interested in 6,000 Shares held by Ms. Lee Tew Guan.

Other Directors do not hold any interests in the Company’s securities, except for their interests in the underlying Shares in respect of the share options granted by the Company, details of which are stated in the following section “Share Options”.

All the interest disclosed above represent long position in the Shares and underlying Shares.

(b) Share Options

Details of outstanding options for the underlying shares of the Company as at the Latest Practicable Date which have been granted under the share option scheme adopted by the Company on 1 June 2007 are as follows:

Name/Category
of Participants
Directors
Teo Siong Seng

– 21 –

GENERAL INFORMATION

APPENDIX I

Name/Category
of Participants
Chan Kwok Leung
Teo Tiou Seng
Kuan Kim Kin
Ong Ka Thai

Number of Share Options
Outstanding
options as at
the Latest
Exercise
As at
Practicable
Exercisable Period
Price
1 January 2014
Granted
Exercised
Lapsed
Date
Grant Date
(Notes a, b & c)
HK$
522,600
—
—
—
522,600
28/6/2007
28/6/2008-27/6/2017
3.93
522,600
—
—
—
522,600
28/6/2007
28/6/2009-27/6/2017
3.93
522,600
—
—
—
522,600
28/6/2007
28/6/2010-27/6/2017
3.93
750
—
—
—
750
6/8/2008
6/8/2009-5/8/2018
1.48
750
—
—
—
750
6/8/2008
6/8/2010-5/8/2018
1.48
217,750
—
—
—
217,750
6/8/2008
6/8/2011-5/8/2018
1.48
166,666
—
—
—
166,666
1/7/2010
1/7/2011-30/6/2020
1.38
166,667
—
—
—
166,667
1/7/2010
1/7/2012-30/6/2020
1.38
166,667
—
—
—
166,667
1/7/2010
1/7/2013-30/6/2020
1.38
2,287,050
—
—
—
2,287,050
130,650
—
—
—
130,650
28/6/2007
28/6/2008-27/6/2017
3.93
130,650
—
—
—
130,650
28/6/2007
28/6/2009-27/6/2017
3.93
130,650
—
—
—
130,650
28/6/2007
28/6/2010-27/6/2017
3.93
40,000
—
—
—
40,000
1/7/2010
1/7/2012-30/6/2020
1.38
40,000
—
—
—
40,000
1/7/2010
1/7/2013-30/6/2020
1.38
471,950
—
—
—
471,950
130,650
—
—
—
130,650
28/6/2007
28/6/2008-27/6/2017
3.93
130,650
—
—
—
130,650
28/6/2007
28/6/2009-27/6/2017
3.93
130,650
—
—
—
130,650
28/6/2007
28/6/2010-27/6/2017
3.93
260
—
—
—
260
6/8/2008
6/8/2009-5/8/2018
1.48
260
—
—
—
260
6/8/2008
6/8/2010-5/8/2018
1.48
52,260
—
—
—
52,260
6/8/2008
6/8/2011-5/8/2018
1.48
40,000
—
—
—
40,000
1/7/2010
1/7/2011-30/6/2020
1.38
40,000
—
—
—
40,000
1/7/2010
1/7/2012-30/6/2020
1.38
40,000
—
—
—
40,000
1/7/2010
1/7/2013-30/6/2020
1.38
564,730
—
—
—
564,730
130,650
—
—
—
130,650
28/6/2007
28/6/2008-27/6/2017
3.93
130,650
—
—
—
130,650
28/6/2007
28/6/2009-27/6/2017
3.93
130,650
—
—
—
130,650
28/6/2007
28/6/2010-27/6/2017
3.93
260
—
—
—
260
6/8/2008
6/8/2009-5/8/2018
1.48
52,260
—
—
—
52,260
6/8/2008
6/8/2010-5/8/2018
1.48
52,260
—
—
—
52,260
6/8/2008
6/8/2011-5/8/2018
1.48
40,000
—
—
—
40,000
1/7/2010
1/7/2011-30/6/2020
1.38
40,000
—
—
—
40,000
1/7/2010
1/7/2012-30/6/2020
1.38
40,000
—
—
—
40,000
1/7/2010
1/7/2013-30/6/2020
1.38
616,730
—
—
—
616,730

– 22 –

GENERAL INFORMATION

APPENDIX I

		Number of	Share Options
					Outstanding
					options as at
					the Latest			Exercise
Name/Category	As at				Practicable		Exercisable Period	Price
of Participants	1 January 2014	Granted	Exercised	Lapsed	Date	Grant Date	(Notes a, b & c)	HK$
Yang, Victor	40,000	—	—	—	40,000	1/7/2010	1/7/2011-30/6/2020	1.38
	40,000	—	—	—	40,000	1/7/2010	1/7/2012-30/6/2020	1.38
	40,000	—	—	—	40,000	1/7/2010	1/7/2013-30/6/2020	1.38
	120,000	—	—	—	120,000
Sub-total	13,567,460	—	—	—	13,567,460
Employees (Note d)
in aggregate	653,250	—	—	—	653,250	28/6/2007	28/6/2008-27/6/2017	3.93
	653,250	—	—	—	653,250	28/6/2007	28/6/2009-27/6/2017	3.93
	653,250	—	—	—	653,250	28/6/2007	28/6/2010-27/6/2017	3.93
	147,925	—	—	—	147,925	6/8/2008	6/8/2011-5/8/2018	1.48
	84,668	—	—	—	84,668	1/7/2010	1/7/2011-30/6/2020	1.38
	136,668	—	—	—	136,668	1/7/2010	1/7/2012-30/6/2020	1.38
	219,998	—	—	—	219,998	1/7/2010	1/7/2013-30/6/2020	1.38
Sub-total	2,549,009	—	—	—	2,549,009
All other employees
in aggregate	435,500	—	—	(87,100)	348,400	28/6/2007	28/6/2008-27/6/2017	3.93
	435,500	—	—	(87,100)	348,400	28/6/2007	28/6/2009-27/6/2017	3.93
	435,500	—	—	(87,100)	348,400	28/6/2007	28/6/2010-27/6/2017	3.93
	119,374	—	—	(420)	118,954	6/8/2008	6/8/2009-5/8/2018	1.48
	119,373	—	—	(420)	118,953	6/8/2008	6/8/2010-5/8/2018	1.48
	220,373	—	—	(17,420)	202,953	6/8/2008	6/8/2011-5/8/2018	1.48
Sub-total	1,765,620	—	—	(279,560)	1,486,060
Total	17,882,089	—	—	(279,560)	17,602,529

Notes:

(a) The share options with the exercise price of HK$3.93 are vested and exercisable in three tranches on 28 June 2008, 2009 and 2010 respectively and up to 27 June 2017.
(b) The share options with the exercise price of HK$1.48 are vested and exercisable in three tranches on 6 August 2009, 2010 and 2011 respectively and up to 5 August 2018.
(c) The share options with the exercise price of HK$1.38 are vested and exercisable in three tranches on 1 July 2011, 2012 and 2013 respectively and up to 30 June 2020.
(d) Employees are working under employment contracts that are regarded as “continuous contracts” for the purposes of the Employment Ordinance.

– 23 –

APPENDIX I

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of Directors, nor their associates, had any other interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) were required notification to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any such Director or chief executive is taken or deemed to have under such provisions of the SFO); or which (b) were required pursuant to Section 352 of the SFO to be entered into the register maintained by the Company; or which (c) were required, pursuant to the Model Code contained in the Listing Rules, to be notified to the Company or the Stock Exchange and none of Directors, nor their spouse or children under the age of 18, had any right to subscribe for securities of the Company, or had exercised any such right since 31 December 2013 (being the date of the Company’s latest published audited accounts).

As at the Latest Practicable Date, none of the Directors or the chief executive of the Company and their respective associates had any interest in a business which competes or may compete, either directly or indirectly, with the businesses of the Group pursuant to Rule 8.10 of the Listing Rules.

There is no contract or arrangement subsisting at the Latest Practicable Date, in which any of the Directors is materially interested and which is significant in relation to the businesses of the Group.

Save as disclosed herein, none of the Directors, directly or indirectly, has had any interest in any assets which had been, since 31 December 2013 (being the date to which the latest published audited financial statements of the Company were made up) acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

4) DISCLOSURE OF SUBSTANTIAL SHAREHOLDERS’ INTEREST

(a) As at the Latest Practicable Date, according to the register kept by the Company pursuant to Section 336 of the SFO, and so far as was known to any Director or chief executive of the Company, the following persons (other than the interests of certain Directors disclosed under the section headed “Disclosure of Directors’ Interests” above), had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

SFO:
		Number of Ordinary Shares of
					Percentage
					of Total
					Issued
Name	Notes	Direct Interest	Indirect Interest		Shares
Mr. Chang Yun Chung	(1)	493,291 (L)#	953,954,534	(L)#	39.43
Madam Lee Kheng Wah	(2)	—	954,447,825	(L)#	39.43
PIL	(1)	953,954,534 (L)#		—	39.41
PIL Holdings Pte. Ltd.	(1)	—	953,954,534	(L)#	39.41
Y.C. Chang & Sons Private Limited	(3)	—	953,954,534	(L)#	39.41
Prime Capital Management		166,061,336 (L)#		—	6.86
(Cayman) Limited

(L)# — Long Position

– 24 –

GENERAL INFORMATION

APPENDIX I

Notes:

(1) A total of 953,954,534 Shares are directly held by PIL. With effect from 1 April 2014, due to restructuring of PIL group, PIL is 100% owned by PIL Holdings Pte. Ltd. and Mr. Chang Yun Chung is interested, in aggregate, in 496,800,000 shares representing 89.61% of the issued share capital of PIL Holdings Pte. Ltd.. Mr. Chang Yun Chung’s interest in shares of PIL Holdings Pte. Ltd. comprises a personal interest in 79,275,000 shares and corporate interests in 175,500,000 shares through South Pacific International Holdings Limited, a company in which he holds 2.02% of the issued share capital and 242,025,000 shares through Y.C. Chang & Sons Private Limited, a company in which he holds 2.86% of the issued share capital. Messrs. Teo Siong Seng and Teo Tiou Seng, Directors, both of their interests in shares of PIL Holdings Pte. Ltd. comprise personal interests in 3,600,000 shares and 2,400,000 shares respectively and representing 0.65% and 0.43% of the issued share capital of PIL Holdings Pte. Ltd..
(2) Madam Lee Kheng Wah, as the spouse of Mr. Chang Yun Chung, is deemed to be interested in these Shares.
(3) With effect from 1 April 2014, PIL is a wholly-owned subsidiary of PIL Holdings Pte. Ltd. in which Y.C. Chang & Sons Private Limited holds more than one-third of interests in PIL Holdings Pte. Ltd.. Accordingly, Y.C. Chang & Sons Private Limited indirectly controls one-third or more of the voting rights in the shareholders’ meeting of PIL, in accordance with SFO, Y.C. Chang & Sons Private Limited is deemed to be interested in PIL’s interests in the Company’s issued shares.

Save as disclosed above, as at the Latest Practicable Date, there was no other person known to the Directors or chief executive of the Company, other than the Directors or chief executive of the Company, who had an interest or a short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

(b) As at the Latest Practicable Date, so far as was known to the Directors and the chief executive of the Company, the following persons (other than a Director or chief executive of the Company), who was, directly or indirectly, interested in 10% or more of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group (other than the Company) and the amount of such persons’ interests in such securities were:

		Interest in the	Percentage of
Name of subsidiary of	Name of substantial	share capital/	total issued
the Company	shareholder	equity interest	share capital
Eng Kong Container &	Mr. Li Hung	(Note)	13.33%
Warehousing Limited
	Mr. Ng Kam Ming	(Note)	13.33%
Eng Kong Container	Mr. Li Hung	(Note)	13.33%
Services Limited
	Mr. Ng Kam Ming	(Note)	13.33%
Singamas Logistics	SITC Logistics (HK)	Registered paid-up capital of	40%
(Qingdao) Co., Ltd.	Limited	US$2,312,000
		(equivalent to approximately
		HK$18,033,600)

– 25 –

GENERAL INFORMATION

APPENDIX I

		Interest in the	Percentage of
Name of subsidiary of	Name of substantial	share capital/	total issued
the Company	shareholder	equity interest	share capital
Shanghai Pacifc	Shanghai Jia Bao	Registered paid-up capital of	14%
International Container	Industry and	US$3,640,000 (equivalent to
Co., Ltd.	Commerce	approximately HK$28,392,000)
	(Group) Co., Ltd
	Shanghai Jinjiang	Registered paid-up capital of	10%
	Shipping (Group)	US$2,600,000 (equivalent to
	Co., Ltd	approximately HK$20,280,000)
	Sinotrans Shanghai	Registered paid-up capital of	10%
	(Group) Co., Ltd.	US$2,600,000 (equivalent to
		approximately HK$20,280,000)
Singamas Container	PIL	Registered paid-up capital of	20%
Industry Co., Ltd.		US$1,020,000 (equivalent to
		approximately HK$7,956,000)
Wellmass Group Limited	Mr. Li Hung	2,000 ordinary shares	20%
	Mr. Ng Kam Ming	2,000 ordinary shares	20%

Note: Each of Messrs. Li Hung and Ng Kam Ming was indirectly interested in approximately 13.33% equity interest of Eng Kong Container Services Limited through his respective 20% interest in Wellmass Group Limited, which holds approximately 66.67% interest in Eng Kong Container & Warehousing Limited, a substantial shareholder of Eng Kong Container Services Limited.

Save as disclosed above, as at the Latest Practicable Date, there was no person known to the Directors or the chief executive of the Company, other than Directors or the chief executive of the Company, who was, directly or indirectly, interested in 10% or more of the issued share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group, or any options in respect of such capital.

5) SERVICE CONTRACT

As at the Latest Practicable Date, no Directors or proposed directors had any existing service contract or proposed service contract with the Company or any of its subsidiaries which is not terminable by the Company within one year without payment of compensation.

6) MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2013 (being the date to which the latest published financial statements of the Company have been made up) and up to the Latest Practicable Date.

– 26 –

GENERAL INFORMATION

APPENDIX I

7) INDEPENDENT FINANCIAL ADVISER

The qualification of the independent financial adviser who has given advice contained in this circular is set out as follows:

Qualification

Name Investec Capital a corporation licensed under the SFO for carrying out type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities

Investec Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and reference to its name in the form and context in which it appears.

As at the Latest Practicable Date, Investec Capital has no direct or indirect interest in any asset which has been since 31 December 2013, being the date to which the latest published audited accounts of the Company were made up, acquired or disposed of by, or leased to, any member of the Group, or was proposed to be acquired or disposed of by, or leased to, any member of the Group.

As at the Latest Practicable Date, Investec Capital was not beneficially interested in the share capital of any member of the Group nor did they have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

8) LITIGATION

As at the Latest Practicable Date, none of the members of the Group is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened by or against any member of the Group.

9) MISCELLANEOUS

a) The registered office of the Company is at 19th Floor, Rykadan Capital Tower, 135 Hoi Bun Road, Kowloon, Hong Kong.
b) The share registrar of the Company is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
c) The secretary and the qualified accountant of the Company is Ms. Chung Pui King, Rebecca, who is a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants.
d) In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text.

– 27 –

GENERAL INFORMATION

APPENDIX I

10) DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during business hours at the registered office of the Company at 19th Floor, Rykadan Capital Tower, 135 Hoi Bun Road, Kowloon, Hong Kong from the date of this circular up to and including 19 November 2014:

a) the “Letter from the Independent Board Committee” as set out in this circular;
b) the “Letter from Investec Capital” as set out in this circular;
c) the Master Purchase Contract 2015;
d) the written consent of Investec Capital referred to under the section headed “Independent Financial Adviser” in this appendix;
e) the latest annual report of the Company for the financial year ended 31 December 2013; and
f) this circular.

– 28 –

PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

This appendix sets out the proposed amendments, as marked up for ease of reference, to the Articles, as follows:

MEMORANDUM

~~AND~~

NEW ARTICLES OF ASSOCIATION

SINGAMAS CONTAINER HOLDINGS LIMITED ~~（勝~~ 獅貨櫃企業有限公司 ~~）~~ (Including all amendments up to 19th November, 2014) Incorporated the 7th day of October 1988 (Reprinted in ~~June 2009N~~ ovember 2014)

No. 229606 編號 [COPY] CERTIFICATE OF INCORPORATION 公司更改名稱 ON CHANGE OF NAME 註冊證書 I hereby certify that 本人茲證明 SINGAMAS TRADING CO. LIMITED 勝獅企業有限公司 having by special resolution changed its name, is now incorporated under the name of 經通過特別決議案，已將其名稱更改，該公司現在之註冊名稱為 SINGAMAS CONTAINER HOLDINGS LIMITED (勝獅貨櫃企業有限公司) Given under my hand this Fourth day of March One Thousand Nine Hundred and Ninety Three. 簽署於一九九三年三月四日。 (Sd.) V. Yam Mrs. V. YAM P. Registrar General (Registrar of Companies) Hong Kong 香港註冊總署署長暨公司註冊官 (註冊主任任李韻文代行)

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

Company No.: 229606

THE COMPANIES ORDINANCE (CHAPTER 32)

SPECIAL RESOLUTION OF SINGAMAS CONTAINER HOLDINGS LIMITED 勝獅貨櫃企業有限公司

PASSED ON THE 9TH DAY OF DECEMBER, 2005

At the Extraordinary General Meeting of Singamas Container Holdings Limited (the “Company”) duly convened and held at Room 3203, 32/F., Admiralty Centre 1, 18 Harcourt Road, Hong Kong on Friday, 9th December, 2005 at 10:00 a.m., the following resolution was passed as a special resolution of the Company:

SPECIAL RESOLUTION

“THAT:

(i) the voluntary delisting of the Company from the Main Board of the Singapore Exchange Securities Trading Limited (“SGX-ST”) under Rule 1306 of the Listing Manual of the SGX-ST (“the Delisting Proposal”) be and is hereby approved; and
(ii) any director of the Company be and is hereby authorised from time to time, as he considers necessary, desirable or expedient to give effect to the above resolution:–
(a) execute for and on behalf of the Company all documents, instruments, certificates, notices or agreements as may be contemplated or required in respect of the matters contemplated by the above resolution; and
(b) to do all such other acts, matters or things for and on behalf of the Company, as may deem necessary or desirable to perfect, give effect to or implement any of the said documents or the said matters.”

(Sd.) Teo Tiou Seng

Teo Tiou Seng Chairman of the Meeting

– 30 –

PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

THE COMPANIES ORDINANCE

COMPANY LIMITED BY SHARES

ARTICLE SMEMORANDUM OF ASSOCIATION

of

SINGAMAS CONTAINER HOLDINGS LIMITED

~~(~~ 勝獅貨櫃企業有限公 ~~司)~~

~~FIRST:-~~ 1A. The name of the Company is “ SINGAMAS CONTAINER HOLDINGS LIMITED ~~(勝~~ 獅貨櫃企業有限公司 ~~)~~ ”.

(as amended by special resolution passed on 19th November, 2014)

~~SECOND:– The Registered Offce of the Company will be situate in Hong Kong.~~

~~THIRD:– The Company’s objects are:–~~

~~(1) To carry on the business of a holding company in all its branches and to manage the business and coordinate the policy and administration of any subsidiary company or companies or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled by the Company.~~
~~(2) To carry on the business of manufacturers and exporters of and dealers in marine containers of all kinds and components, equipment, instruments and products of all kinds including machinery and all or any materials and things used for or in connection with the manufacture of marine containers and all or any articles and things from time to time usually made or sold as associated with or auxiliary to the business of such manufacturers and dealers as aforesaid and to act as consultants, technical advisers, service agents, sales agents and replacement agents or any of the same in connection with the business aforesaid and as marketers and sellers of technology in relation to the manufacture of marine containers and auxiliary products and as instructors of personnel in any manner in connection with all or any of the said businesses.~~
~~(3) To carry on the business of an investment company and for that purpose either in the name of the Company or in that of any nominee to acquire, take, hold, sell, issue on commission or otherwise, exchange, assign, transfer, mortgage, pledge, hypothecate, underwrite, guarantee, convert, deal in and otherwise effect transactions of any kind or description whatsoever in shares, stocks, debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any company wherever incorporated or carrying on business or by any government, sovereign ruler, commissioners, public body or authority, supreme, dependent, municipal, local or otherwise in any part of the world.~~
~~(4) To acquire by any means any real or personal property or rights whatsoever therein and to use, exploit and develop the same.~~

– 31 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES

~~(5) To conduct, promote and commission research and development in connection with any activities or proposed activities of the Company, and to apply for and take out, purchase or otherwise acquire any patents, patent rights, inventions, secret processes, designs, copyrights, trade marks, service marks, commercial names and designations, know-how, formulae, licences, concessions and the like (and any interest in any of them) and any exclusive or non-exclusive or limited right to use, and any secret or other information as to, any invention or secret process of any kind; and to use, exercise, develop, and grant licences in respect of, and otherwise turn to account and deal with, the property, rights and information so acquired.~~
~~(6) To acquire by any means the whole or any part of the assets, and to undertake the whole or any part of the liabilities, of any person carrying on or proposing to carry on any business which the Company is authorised to carry on or which can be carried on in connection therewith, and to acquire an interest in, amalgamate or enter into any agreement for sharing profits, or for co-operation, or for limiting competition, or for mutual assistance, with any such person and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired, any shares, whether fully or partly paid up, debentures, or other securities or rights that may be agreed upon.~~
~~(7) To promote, co-operate in promoting, form, organise, finance and assist any company, syndicate or partnership of any kind for the purpose of acquiring all or any of the property or liabilities of the Company or for any other purposes which may seem directly or indirectly calculated to benefit the Company.~~
~~(8) To subscribe for, underwrite, purchase or otherwise acquire, and to hold, and deal with, any shares, stocks, debentures, bonds, notes and other securities, obligations and other investments of any nature whatsoever and any options or rights in respect of them; and otherwise to invest and deal with the money and assets of the Company.~~
~~(9) To exercise and enforce all rights and powers conferred by or incident to the ownership of any such shares, stock, debentures, debenture stock, bonds, notes, obligations or securities including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof, and to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interested upon such terms as may be thought ft.~~
~~(10) To lend money or give credit to such persons on such terms as may seem expedient.~~
~~(11) To borrow or raise money and to secure by mortgage, charge or lien upon the whole or any part of the Company’s property or assets (whether present or future), including its uncalled capital, the discharge by the Company or any other person of any obligation or liability.~~
~~(12) To guarantee the performance of any obligation by any person whatsoever, whether or not for the beneft of the Company or in furtherance of any of its objects.~~
~~(13) To draw, make, accept, endorse, discount, negotiate, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.~~

– 32 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES

~~(14) To apply for, promote and obtain any order, enactment, ordinance, charter, privilege, concession, licence or authorisation of any government, state, department or other authority (international, national, local, municipal or otherwise) for enabling the Company to carry any of its objects into effect or for extending any of the Company’s powers or for effecting any modification of the Company’s constitution, or for any other purpose which may seem expedient, and to oppose any actions, steps, proceedings or applications which may seem calculated directly or indirectly to prejudice the interests of the Company or of its members.~~
~~(15) To enter into any arrangements with any government, state, department or other authority (international, national, local, municipal or otherwise), or any other person, that may seem conducive to the Company’s objects or any of them, and to obtain from any such government, state, department, authority, or person, and to carry out, exercise and exploit, any charter, contract, decree, right, privilege or concession which the Company may think desirable.~~
~~(16) To do all or any of the following, namely:–~~
~~(1) to establish, provide, carry on, maintain, manage, support, purchase and contribute to any pension, superannuation, retirement, redundancy, injury, death beneft or insurance funds, trusts, schemes or policies for the benefit of, and to give or procure the giving of pensions, annuities, allowances, gratuities, donations, emoluments, benefits of any description (whether in kind or otherwise), incentives, bonuses, assistance (whether fnancial or otherwise) and accommodation in such manner and on such terms as the Company thinks fit to, and to make payments for or towards the insurance of:–~~
- ~~(a) any individuals who are or were at any time in the employment of, or directors or offcers of (or held comparable or equivalent office in), or acted as consultants or advisers to or agents for:–~~
  - ~~(i) the Company or any company which is or was its holding company or is or was a subsidiary of the Company or any such holding company; or~~
  - ~~(ii) any person to whose business the Company or any subsidiary of the Company is, in whole or in part, a successor directly or indirectly; or~~
  - ~~(iii) any person otherwise allied to or associated with the Company;~~
- ~~(b) any other individuals whose service has been of benefit to the Company or who the Company considers have a moral claim on the Company; and~~
- ~~(c) the spouses, widows, widowers, families and dependents of any such individuals as aforesaid; and~~
~~(2) to establish, provide, carry on, maintain, manage, support and provide financial assistance to welfare, sports and social facilities, associations, clubs, funds and institutions which the Company considers likely to benefit or further the interests of any of the aforementioned individuals, spouses, widows, widowers, families and dependants.~~

– 33 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES

~~(17) To establish, maintain, manage, support and contribute to any schemes for the acquisition of shares in the Company or its holding company by or for the benefit of any individuals who are or were at any time in the employment of, or directors or officers of, the Company or any company which is or was its holding company or is or was a subsidiary of the Company or any such holding company, and to lend money to any such individuals to enable them to acquire shares in the Company or in its holding company and to establish, maintain, manage and support (financially or otherwise) any schemes for sharing profts of the Company or any other such company as aforesaid with any such individuals.~~
~~(18) To subscribe or contribute (in cash or kind) to, and to promote or sponsor, any charitable, benevolent or useful object of a public character or any object which may in the opinion of the Company be likely directly or indirectly to further the interests of the Company, its employees or its members.~~
~~(19) To remunerate (in cash or by the issue of fully or partly paid shares or debentures of this or any other company or in any other manner as the Directors may think fit) any person or persons, whether Directors, officers or agents of the Company or not, or any company, for services rendered in the conduct of the business of the Company or of any other company formed or promoted by the Company or in which the Company may be interested.~~
~~(20) To pay and discharge all or any expenses, costs and disbursements, to pay commissions and to remunerate any person for services rendered or to be rendered, in connection with the formation, promotion and flotation of the Company and the underwriting or placing or issue at any time of any securities of the Company or of any other person.~~
~~(21) To issue, allot and grant options over securities of the Company for cash or otherwise or in payment or part payment for any real or personal property or rights therein purchased or otherwise acquired by the Company or any services rendered to, or at the request of, or for the benefit of, the Company or as security for, or indemnity for, or towards satisfaction of, any liability or obligation undertaken or agreed to be undertaken by or for the benefit of the Company, or in consideration of any obligations (even if valued at less than the nominal value of such securities) or for any other purpose.~~
~~(22) To procure the Company to be registered or recognised in any part of the world.~~
~~(23) To promote any other company for the purpose of acquiring all or any of the property or undertaking any of the liabilities of the Company, or both, or of undertaking any business or operations which may appear likely to assist or benefit the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares, debentures or other securities of any such company as aforesaid.~~
~~(24) To dispose by any means of the whole or any part of the assets of the Company or of any interest therein.~~
~~(25) To vest any real or personal property, right or interest acquired by or belonging to the Company in any person or company on behalf of or for the benefit of the Company, and with or without any declared trust in favour of the Company.~~
~~(26) To receive and hold for its own use, beneft or behalf or in trust or otherwise monies and other property and estates, real, personal, and mixed, of whatever kind and nature and the same to invest, reinvest, manage, settle, control, sell and dispose or in any manner to collect, invest, reinvest, manage, adjust, and in any manner to dispose of the income, profts, and interest arising therefrom upon such terms as may be agreed upon between the Company and the persons contracting with it.~~

– 34 –

PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

~~(27) To distribute among the members of the Company in kind any assets of the Company.~~
~~(28) To do all or any of the above things in any part of the world, and either as principal, agent, trustee, nominee, contractor or otherwise, and either alone or in conjunction with others, and either by or through agents, trustees, nominees, sub-contractors or otherwise.~~
~~(29) To carry on any other business which may seem to the Company capable of being conducted directly or indirectly for the beneft of the Company.~~
~~(30) To do all such other things as may be deemed, or as the Company considers, incidental or conductive to the attainment of the above objects or any of them.~~

~~AND IT IS HEREBY DECLARED that in this clause:–~~

~~(A) unless the context otherwise requires, words in the singular include the plural and vice versa;~~
~~(B) unless the context otherwise requires, a reference to a person includes a reference to a body corporate and to an unincorporated body of persons;~~
~~(C) references to “other” and “otherwise” shall not be construed ejusdem generis where a wider construction is possible;~~
~~(D) the words “subsidiary” (except in paragraph (E) below) and “holding company” have the same meaning as the Companies Ordinance (Chapter 32 of the laws of Hong Kong);~~
~~(E) the objects specified in each of the foregoing paragraphs of this clause shall be separate and distinct objects of the Company and accordingly shall not be in any way limited or restricted (except so far as otherwise expressly stated in any paragraph) by reference to or inference from the terms of any other paragraph or the order in which the paragraphs occur or the name of the Company, and none of the paragraphs shall be deemed merely subsidiary or incidental to any other paragraph.~~
~~FOURTH:–~~ 1B. The liability of the ~~Members~~ members is limited and is limited to any amount unpaid on the shares held by the members.

(as amended by special resolution passed on 19th November, 2014)

1C. No regulations or articles set out in any schedule to any Ordinance concerning companies shall apply to the Company, but the following shall be the articles of association of the Company.

(as amended by special resolution passed on 19th November, 2014)

– 35 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES

~~FIFTH:–~~

~~The capital of the company is HK$500,000.00 divided into 500,000 shares of HK$1.00 each. Upon any increase of capital the company is to be at liberty to issue any new shares either in Hong Kong Dollars or in any other currency or partly in one currency and partly in another and with any preferential, deferred, qualified or special rights, privileges or conditions attached thereto. The rights for the time being attached to any shares having preferential, deferred, qualifed, or special rights, privileges or conditions attached thereto may be altered or dealt with in accordance with the accompanying Articles of Association but not otherwise.~~

~~Pursuant to an ordinary resolution passed on 28th April, 1989, the authorised share capital of the Company was increased from HK$500,000.00 to HK$10,000,000.00 by the creation of 9,500,000 new ordinary shares of HK$1.00 each. Such new shares shall rank pari passu in all respects with the existing shares in the share capital of the Company.~~
~~Pursuant to an ordinary resolution passed on 7th July, 1990, the authorised share capital of the Company was increased from HK$10,000,000.00 to HK$15,000,000.00 by the creation of 5,000,000 new ordinary shares of HK$1.00 each. Such new shares shall rank pari passu in all respects with the existing shares in the share capital of the Company.~~
~~Pursuant to an ordinary resolution passed on 17th June, 1993, each of the existing shares of HK$1.00 each in the share capital of the Company be sub-divided into 10 shares of HK$0.10 each; and the authorised share capital of the Company was increased from HK$15,000,000.00 to HK$50,000,000.00 by the creation of 350,000,000 new ordinary shares of HK$0.10 each. Such new shares shall rank pari passu in all respects with the existing shares in the share capital of the Company.~~
~~Pursuant to an ordinary resolution passed on 26th June, 1997, the authorised share capital of the Company was increased from HK$50,000,000.00 to HK$75,000,000.00 by the creation of 250,000,000 new ordinary shares of HK$0.10 each. Such new shares shall rank pari passu in all respects with the existing shares in the share capital of the Company.~~
~~Pursuant to an ordinary resolution passed on 1st June, 2007, the authorised share capital of the Company was increased from HK$75,000,000.00 to HK$100,000,000.00 by the creation of 250,000,000 new ordinary shares of HK$0.10 each. Such new shares shall rank pari passu in all respects with the existing shares in the share capital of the Company.~~
~~Pursuant to an ordinary resolution passed on 3rd April, 2009, the authorised share capital of the Company was increased from HK$100,000,000.00 to HK$300,000,000.00 by the creation of 2,000,000,000 new ordinary shares of HK$0.10 each. Such new shares shall rank pari passu in all respects with the existing shares in the share capital of the Company.~~

– 36 –

PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

~~We, the several persons, whose names, addresses and descriptions are hereto subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Associations, and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective names:–~~

==> picture [456 x 256] intentionally omitted <==

----- Start of picture text -----

Number of Shares taken
Names, Addresses and Descriptions of Subscribers
by each Subscriber
(Sd.) TEH LAM SENG One
TEH LAM SENG (鄭南生)
Flat G, 12th Floor,
Hsia Kung Mansion,
Tai Koo Shing,
Hong Kong.
Merchant
(Sd.) CHANG YUN CHUNG One
CHANG YUN CHUNG (張允中)
27B Cavendish Heights,
33 Perkin Road,
Jardine’s Lookout,
Hong Kong.
Merchant
Total Number of Shares Taken .... Two
----- End of picture text -----

~~Dated the 26th day of August, 1988. WITNESS to the above signatures:~~

~~(Sd.) Stella Siu Siu Mei Stella Siu Siu Mei Secretary Rm. B, 16/F., Thomson Commercial Bldg., 4-10 Thomson Road, Wanchai, Hong Kong.~~

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~~THE COMPANIES ORDINANCE~~

COMPANY LIMITED BY SHARES

~~NEW ARTICLES OF ASSOCIATION~~

~~of~~

SINGAMAS CONTAINER HOLDINGS LIMITED

~~(勝獅貨櫃企業有限公司)~~

PRELIMINARYI NTERPRETATION

~~12.~~ (1) In these articles the following words bear the following meanings–

“these articles” the articles of association of the Company;
“associate”

in relation to any director, chief executive or substantial shareholder, has the meaning assigned to it by the Listing Rules ~~Governing the Listing of Securities on the Stock Exchange from time to time;~~

(as amended by special resolution passed on 19th November, 2014)

“board” board of directors of the Company;

(as amended by special resolution passed on 18th May, 2006)

“business day”

any day on which the Stock Exchange is open for the business of dealing in securities, for the avoidance of doubt, a day on which the Stock Exchange is closed for the business of dealing on securities for the reasons of a tropical cyclone warning no. 8 or above or a “black rainstorm warning” signal is hoisted in Hong Kong, such day shall be counted as business day for the purpose of this Article;

(as amended by special resolution passed on 5th June, 2009)

~~“clear days”~~

~~in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;~~

“clear business days”

in relation to the period of a notice, that period excluding the business day when the notice is given or deemed to be given and the business day for which it is given or on which it is to take effect;

(as amended by special resolution passed on 5th June, 2009)

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“clear days” in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
“dollars”and “$” dollars in the lawful currency of Hong Kong;
“executed” any mode of execution;
“the Group” the Company and any subsidiary or subsidiaries of the Company;
“holder” in relation to shares, the member whose name is entered in the register of members as the holder of the shares;
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time;

(as amended by special resolution passed on 18th May, 2006)

“Office” the registered office of the Company;
“the Ordinance” subject to paragraph (3) of this Article, the Companies Ordinance (Chapter ~~326~~ 22 of the Laws of Hong Kong);

(as amended by special resolution passed on 19th November, 2014)

“paid up” paid up or credited as paid up;
“Published in the has the meaning assigned to it by the Listing Rules ~~Governing the~~ Newspapers” ~~Listing of Securities on the Stock Exchange from time to time;~~ (as amended by special resolution passed on 19th November, 2014)
“the seal” the common seal of the Company and an official seal (if any) kept by the Company by virtue of section ~~73A~~ 126 of the Ordinance, or either of them as the case may require;
(as amended by special resolution passed on 19th November, 2014)
“secretary” the secretary of the Company or any other person authorised to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

“the Stock Exchange” The Stock Exchange of Hong Kong Limited.

(2) Save as aforesaid and unless the context otherwise requires, words or expressions contained in these articles bear the same meaning as in the Ordinance.
(3) A reference in these articles to any statute or provision of a statute includes a reference to any statutory modification or re-enactment of it for the time being in force.

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(4) In these articles, unless the context otherwise requires:–
- (a) words in the singular include the plural, and vice versa;
- (b) words importing any gender include all genders; and
- (c) a reference to a person includes a reference to a body corporate and to an unincorporated body of persons.
(5) In these articles:–
- (a) references to writing include references to typewriting, printing, lithography, photography and any other modes of representing or reproducing words in a legible and non-transitory form;
- (b) references to “other” and “otherwise” shall not be construed eiusdem generis where a wider construction is possible;
- (c) references to a power are to a power of any kind, whether administrative, discretionary or otherwise; and
- (d) references to a committee of the directors are to committee established in accordance with these articles, whether or not comprised wholly of directors.
(6) The headings are inserted for convenience only and do not affect the construction of these articles.

~~2. The regulations contained in Table A do not apply to the Company.~~

SHARE CAPITAL

~~3. The share capital of the Company is $300,000,000 divided into 3,000,000,000 shares of $0.10 each.~~

~~(as amended by ordinary resolution passed on 3rd April, 2009)~~

There is no prescribed maximum number of shares in the share capital of the Company.

(as amended by special resolution passed on 19th November, 2014)

Subject to the provisions of the Ordinance and without prejudice to any special rights attached to any existing shares, any share may be issued with such special rights or such restrictions as the Company may by ordinary resolution determine (or, if the Company has not so determined, as the directors may determine).
Subject to the provisions of the Ordinance, any share may be issued which is or is to be liable, to be redeemed at the option of the Company or the holder on such terms and in such manner as may be ~~provided by these articlesd~~ etermined by the directors.

(as amended by special resolution passed on 19th November, 2014)

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Subject to the provisions of the Ordinance and these articles relating to new shares, ~~the unissued shares in the Company shall be at the disposal of t~~ he directors ~~, who~~ may offer, allot, grant options over or otherwise dispose of them to such persons and on such terms as the directors think fit.

(as amended by special resolution passed on 19th November, 2014)

The Company may exercise the powers of paying commissions conferred by the Ordinance. Subject to the provisions of the Ordinance, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of share capital pay such brokerage as may be lawful.
[Repealed] ~~The directors may with the previous sanction of an ordinary resolution of the Company issue warrants to subscribe for any class of shares or securities of the Company on such terms as they may from time to time determine. Where share warrants are issued to bearer, no new warrant shall be issued to replace one that has been lost unless the directors are satisfied beyond reasonable doubt that the original has been destroyed and they have received an indemnity in satisfactory form with regard to the issue of any new warrant.~~

– (Article 8 repealed pursuant to a special resolution passed on 19th November, 2014)

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and (except as otherwise provided by these articles or by law) the Company shall not be bound by or recognise any interest in any share except an absolute right to the entirety of it in the holder.

VARIATION OF RIGHTS

Subject to the provisions of the Ordinance, if at any time the capital of the Company is divided into different classes of shares, the rights attached to any class may be varied, either while the Company is a going concern or during or in contemplation of a winding up:–
(a) in such manner (if any) as may be provided by those rights; or
(b) in the absence of any such provision, with the consent in writing of the holders of ~~three-quarters in nominal value of the issued shares~~ not less than 75 per cent. of the total voting rights of holders of shares of that class, or with the sanction of a ~~n extraordinary~~ special resolution passed at a separate meeting of the holders of the shares of that class, but not otherwise. To every such separate meeting the provisions of these articles relating to general meetings shall apply, except that the necessary quorum at any such meeting other than an adjourned meeting, shall be two persons together holding or representing by proxy at least one-third ~~in nominal value of the issued~~ of the total voting rights of holders of shares of the class in question and at an adjourned meeting shall be one person holding shares of the class in question or his proxy.

(as amended by special resolution passed on 19th November, 2014)

10A. No powers shall be taken to freeze or otherwise impair any of the rights attaching to any share by reason only that the person or persons who are interested directly or indirectly therein have failed to disclose their interests to the Company.

(as amended by special resolution passed on 19th May, 2004)

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APPENDIX II

Unless otherwise expressly provided by the rights attached to any shares, those rights:–
(a) shall be deemed to be varied by the reduction of the capital paid up on those shares and by the creation or issue of further shares ranking in priority for payment of a dividend or in respect of capital or which confer on the holders voting rights more favourable than those conferred by the first-mentioned shares;
(b) shall otherwise be deemed not to be varied by the creation or issue of further shares ranking pari passu with or subsequent to the first-mentioned shares; and
(c) shall be deemed not to be varied by the purchase by the Company of any of its own shares.

SHARE CERTIFICATES

(1) Every holder of shares shall be entitled ~~without payment~~ to one certificate for all the shares of each class held by him (and, upon transferring a part of his holding of shares of any class, to a certificate for the balance of that holding) or, upon payment for every certificate ~~after the frst of $2 (or s~~ uch sum as the directors may determine and be permitted under the rules prescribed by the Stock Exchang ~~e)~~ , to several certificates each for one or more of his shares. Every certificate shall be issued under the seal if this is so required under the Ordinance or the Listing Rules, and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up on them. The Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate or certificates to one joint holder shall be a sufficient delivery to all of them.

(as amended by special resolution passed on 19th November, 2014)

(2) If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on:–
(a) payment of such fee ~~(if any) not exceeding $2 (or such higher amount~~ as may from time to time be determined by the directors and permitted under the rules prescribed by the Stock Exchang ~~e)~~ ; and

(as amended by special resolution passed on 19th November, 2014)

(b) such other terms (if any) as to evidence and indemnity and payment (in the case of loss or destruction) of any exceptional expenses incurred by the Company in investigating evidence as the directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery up of the old certificate.

LIEN

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that share. The directors may declare any share to be wholly or in part exempt from the provisions of this article. The Company’s lien on a share shall extend to all amounts payable in respect of it.

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APPENDIX II

The Company may sell, in such manner as the directors determine, any share on which the Company has a lien if an amount in respect of which the lien exists is presently payable and is not paid within fourteen clear days after notice has been given to the holder of the share, or the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the shares may be sold.
To give effect to the sale the directors may authorise some person to execute an instrument of transfer of the share sold to, or in accordance with the directions of, the purchaser. The purchaser shall not be bound to see to the application of the proceeds of sale nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the sale.
The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the amount for which the lien exists as is presently payable, and any residue shall (upon surrender to the Company for cancellation of the certificate for the share sold and subject to a like lien for any amount not presently payable as existed upon the share before the sale) be paid to the person entitled to the share at the date of the sale.

CALLS ON SHARES AND FORFEITURE

Subject to the terms of allotment, the directors may from time to time make calls upon the members in respect of any amounts unpaid on their shares ~~(whether in respect of nominal value or premium)~~ and each member shall (subject to receiving at least fourteen clear days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may, before receipt by the Company of an amount due under it, be revoked in whole or in part and payment of a call may be postponed in whole or part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer the shares in respect of which the call was made. The provisions of these articles with respect to calls may, in any share incentive scheme for employees approved by the Company, be varied by the director in accordance with, and with respect to any shares issued pursuant to, such scheme.

(as amended by special resolution passed on 19th November, 2014)

A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed.
The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it.
If a call or an instalment of a call remains unpaid after it has become due and payable the person from whom it is due shall pay interest on the amount unpaid, from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the shares in question or in the notice of the call or, if no rate is fixed, at such rate not exceeding 10 per cent. per annum as the directors may determine, but the directors may waive payment of the interest wholly or in part.
An amount payable in respect of a share on allotment or at any fixed dat ~~e, whether in respect of nominal value or premium or as an instalment of a call,~~ shall be deemed to be a call and if it is not paid these articles shall apply as if that sum had become due and payable by virtue of a call.

(as amended by special resolution passed on 19th November, 2014)

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES

Subject to the terms of allotment, the directors may differentiate between the holders in the amounts and times of payment of calls on their shares.
The directors may receive from any member willing to advance it all or any part of the amount unpaid on the shares held by him (beyond the sums actually called up) as a payment in advance of calls, and such payment shall, to the extent of it, extinguish the liability on the shares in respect of which it is advanced. The Company may pay interest on the amount so received, or so much of it as exceeds the sums called up on the shares in respect of which it has been received, at such rate (if any) as the member and the directors agree.
If a call or an instalment of a call remains unpaid after it has become due and payable the directors may give to the person from whom it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited. If the notice is not complied with, any shares in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the directors and the forfeiture shall include all dividends and other amounts payable in respect of the forfeited shares and not paid before the forfeiture.
Subject to the provisions of the Ordinance, a forfeited share shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine either to the person who was before the forfeiture the holder or to any other person and, at any time before the disposition, the forfeiture may be cancelled on such terms as the directors determine. Where for the purposes of its disposal a forfeited share is to be transferred to any person, the directors may authorise someone to execute an instrument of transfer of the share to that person.
A person any of whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited but shall remain liable to the Company for all amounts which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those amounts before the forfeiture or, if no interest was so payable, at such rate not exceeding 10 per cent. per annum as the directors may determine from the date of forfeiture until payment, but the directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
A statutory declaration by a director or the secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings relating to the forfeiture or disposal of the share.

TRANSFER OF SHARES

The instrument of transfer of a share may be in any usual form or in any other form which the directors approve and shall be executed by or on behalf of the transferor and, where the share is not fully paid, by or on behalf of the transferee. The directors may resolve, either generally or in any particular case, upon request of the transferor or transferee, to accept a mechanically executed transfer.

(as amended by special resolution passed on 5th July, 1995)

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APPENDIX II

~~The S~~ ubject to the provisions of the Ordinance, the directors may, in their absolute discretion ~~and without giving any reason~~ , refuse to register the transfer of a share which is not fully paid. They may also refuse to register a transfer of a share unless the instrument of transfer:–

(as amended by special resolution passed on 19th November, 2014)

(a) is lodged, duly stamped, at the Office or at such other place as the directors may appoint and is accompanied by the certificate for the share to which it relates, such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer and ~~a fee of $2 (or s~~ uch ~~higher amountf~~ ee as may from time to time be determined by the directors and permitted under the rules of the Stock Exchange is paid to the Company in respect thereo ~~f)~~ ;

(as amended by special resolution passed on 19th November, 2014)

(b) is in respect of only one class of share; and
(c) is in favour of not more than four transferees.
If the directors refuse to register a transfer of any share, they shall within two months after the date on which the transfer was lodged with the Company send to the transferee and the transferor notice of the refusal.

(as amended by special resolution passed on 19th November, 2014)

The registration of transfers of shares or of any class of shares may be suspended at such times and for such periods (not exceeding thirty days in any year) as the directors may determine.
Subject to the provisions of these articles, no fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.
The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the directors refuse to register shall (except in the case of fraud) be returned to the person lodging it when notice of the refusal is given.
Nothing in these articles shall preclude the directors from recognising a renunciation of the allotment of any share by the allottee in favour of some other person.

TRANSMISSION OF SHARES

If a member dies the survivor or survivors where he was a joint holder, or his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest; but nothing in this article shall release the estate of a deceased member from any liability in respect of any share which had been jointly held by him.

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PROPOSED AMENDMENTS TO THE ARTICLES

A person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as the directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All the provisions of these articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer signed by the member and the death or bankruptcy of the member had not occurred.
A person becoming entitled to a share by reason of the death or bankruptcy of a member shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to attend or vote at any general meeting or at any separate meeting of the holders of any class of shares. Provided always that the directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied within 90 days the directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

UNTRACED MEMBERS

Without prejudice to articles 39 and 126, the Company may cease sending cheques or warrants for dividend entitlements by post if such cheques or warrants have been left uncashed on two consecutive occasions or after the first occasion on which a cheque or warrant is returned uncashed.
(1) The Company shall be entitled to sell at the best price reasonably obtainable any share held by a member, or any share to which a person is entitled by transmission, if:–
- (a) for a period of 12 years no cheque or warrant for amounts payable in respect of the share sent and payable in a manner authorised by these articles has been cashed and no communication has been received by the Company from the member or person concerned;
- (b) during that period at least three dividends in respect of the share have become payable;
- (c) the Company has, after the expiration of that period, by an advertisement Published in the Newspapers and by notice to the Stock Exchange, if shares of the class concerned are listed on that exchange, given notice of its intention to sell such share; and
- (d) the Company has not during the further period of three months after the date of the advertisement and prior to the sale of the share received any communication from the member or person concerned.
(2) To give effect to the sale the Company may appoint any person to execute an instrument of transfer of the share, and the instrument shall be as effective as if it had been executed by the registered holder of, or person entitled by transmission to, the share. The purchaser shall not be bound to see to the application of the proceeds of sale, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings relating to the sale. The Company shall be indebted to the member or other person entitled to the share for an amount equal to the net proceeds of the sale, but no trust or duty to account shall arise and no interest shall be payable in respect of the proceeds of sale.

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APPENDIX II

STOCK

[Repealed] ~~The Company may by ordinary resolution convert any paid up shares into stock and reconvert any stock into paid up shares of any denomination.~~
[Repealed] ~~A holder of stock may transfer it or any part of it in the same manner, and subject to the same provisions of these articles as would have applied to the shares from which the stock arose if they had not been converted, or as near thereto as circumstances admit, but the directors may fix the minimum amount of stock transferable at an amount not exceeding the nominal amount of any of the shares from which the stock arose. No warrants to bearer shall be issued in respect of any stock.~~
[Repealed] ~~A holder of stock shall, according to the amount of the stock held by him, have the same rights as if he held the shares from which the stock arose: provided that no such right (except participation in dividends and in the assets of the Company) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that right.~~
[Repealed] ~~All the provisions of these articles applicable to paid up shares shall apply to stock, and the words “share” and “member” shall include “stock” and “stockholder” respectively.~~

– (Articles 40 to 43 repealed pursuant to a special resolution passed on 19th November, 2014)

ALTERATION OF CAPITAL

The Company may from time to time alter its share capital by ~~: by ordinary resolution:–~~
(a) ~~increase its share capital by new shares of such amount as the resolution prescribes;~~ increasing its share capital by allotting and issuing new shares;
(b) ~~consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;i~~ ncreasing its share capital without allotting and issuing new shares, if the funds or other assets for the increase are provided by the members of the Company;
(c) ~~subject to the provisions of the Ordinance, sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum of association;~~ capitalising its profits, with or without allotting and issuing new shares;
(d) ~~determine that, as between the shares resulting from such a sub-division, any of them may have any preference or advantage as compared with the others; and~~ allotting and issuing bonus shares with or without increasing its share capital;
(e) ~~cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelledc~~ onverting all or any of its shares into larger or smaller number of shares; and

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

(f) cancelling shares that, at the date the resolution for cancellation is passed, having not been taken or agreed to be taken by any person or that have been forfeited,

in any manner authorised and subject to any conditions prescribed by law.

– (Article 44(a) to 44(e) as amended by special resolution passed on 19th November, 2014)

– (Article 44(f) as added by special resolution passed on 19th November, 2014)

Whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the directors may on behalf of those members sell to any person (including, subject to the provisions of the Ordinance, the Company) the shares representing the fractions for the best price reasonably obtainable and distribute the net proceeds of sale in due proportion among those members or retain the net proceeds for the benefit of the Company, and the directors may authorise some person to execute an instrument of transfer of the shares to or in accordance with the directions of the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings with reference to the sale.
Subject to the provisions of the Ordinance, the Company may by special resolution reduce its share capital ~~, any capital redemption reserve and any share premium account,~~ in any ~~way~~ manner authorised and subject to any conditions prescribed by law.

(as amended by special resolution passed on 19th November, 2014)

PURCHASE OF OWN SHARES

Subject to the provisions of the Ordinance, the Company may purchase its own shares (including redeemable shares), warrants or other securities. 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 members alike.

(as amended by special resolution passed on 18th May, 2006)

GENERAL MEETINGS

(1) The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year in accordance with the Ordinance and shall specify the meeting as such in the notice calling it ~~; and not more than ffteen months shall elapse between the date of one annual general meeting of the Company and that of the next~~ .
(2) The annual general meeting shall be held at such time and place as the directors shall appoint.
(3) All meetings of the members of the Company other than annual general meetings shall be called general meetings.
(4) If the directors think fit, a general meeting may be held at two or more places using any technology that enables the members who are not together at the same place to listen, speak and vote at the meeting in accordance with such rules and procedures as the directors may determine. In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are at the same place as each other.

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

~~(2) All general meetings other than annual general meetings shall be called extraordinary general meetings.~~

– (Article 48(1) to 48(4) as amended by special resolution passed on 19th November, 2014)

~~The directors may call general meetings and on a member’s requisition under section 113 of the Ordinance shall forthwith convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. If there are not within Hong Kong sufficient directors to call a general meeting, any director or, if there is no director within Hong Kong, any member of the Company may call a general meeting~~ The directors may, whenever they think ft, convene a general meeting, and general meetings shall also be convened on requisitions, as provided by the Ordinance, or, in default, may be convened by the requisitionists as provided by the Ordinance.

(as amended by special resolution passed on 19th November, 2014)

NOTICE OF GENERAL MEETINGS

Subject to the provisions of the Ordinance and ~~/or~~ the Listing Rules, an annual general meeting shall be called by at least twenty-one clear days’ and not less than twenty clear business days’ notice, ~~an extraordinary general meeting called for the passing of a special resolution shall be called by at least twenty-one clear days’ and not less than ten clear business days’ notice, a~~ nd ~~all other extraordinary general meeting~~ a meeting of the company other than an annual general meeting or a meeting for the passing of a special resolution shall be called by at least fourteen clear days’ and not less than ten clear business days’ notice. The notice shall specify the place of the meeting (and if the meeting is to be held in two or more places, the principal place of the meeting and other place or places of the meeting), the ~~day d~~ ate and the time of the meeting ~~and (in the case of special business),~~ the general nature of such business, comply with section 576 of the Ordinance and contain a statement specifying a member’s right to appoint a proxy under section 596(1) and (3) of the Ordinance, and in the case of an annual general meeting shall specify the meeting as such. Subject to the provisions of these articles, notices shall be given to all members, to all persons entitled to a share in consequence of the death or bankruptcy of a member and to the directors and auditors of the Company.

(as amended by special resolution passed on 5th June, 2009 and 19th November, 2014 respectively)

(1) The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notic ~~e shall not invalidate the proceedings at that meeting~~ must be disregarded for the purpose of determining whether notice of the meeting is duly given.
(2) In cases where instruments of proxy are sent out with notices, the accidental omission to send such instrument of proxy to, or the non-receipt of such instrument of proxy by, any person entitled to receive notice must be disregarded for the purpose of determining whether notice of the meeting is duly give ~~nshall not invalidate any resolution passed or any proceeding at any such meeting~~ .

– (Article 51(1) to 51(2) as amended by special resolution passed on 19th November, 2014)

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

PROCEEDINGS AT GENERAL MEETINGS

[Repealed] ~~All business shall be deemed special that is transacted at an extraordinary general meeting. All business that is transacted at an annual general meeting shall also be deemed special, with the exception of declaring dividends, the consideration of the accounts and balance sheet and the reports of the directors and auditors and other documents required to be annexed to the balance sheet, the appointment of directors in the place of those retiring (whether by rotation or otherwise) and the reappointment of the retiring auditors (other than retiring auditors who have been appointed by the directors to fill a casual vacancy), the fixing of the remuneration of the auditors and the voting of remuneration or extra remuneration to the directors.~~

- (Article 52 repealed pursuant to a special resolution passed on 19th November, 2014)

No business shall be transacted at any meeting unless a quorum is present. Three persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum.
If a quorum is not present within half an hour or such longer time not exceeding one hour as the chairman of the meeting may determine after the time appointed for holding the meeting, or if during a meeting a quorum ceases to present, the meeting if convened on the requisition of or by members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such day, time and place as the directors may determine. If at the adjourned meeting a quorum is not present within fifteen minutes after the time appointed for holding the meeting, the ~~meeting shall be dissolved~~ member or members who attended will constitute quorum.

(as amended by special resolution passed on 19th November 2014)

The chairman (if any) of the board of directors, or in his absence the vice-chairman (if any), or in the absence of both of them some other director nominated by the directors, shall preside as chairman of the meeting, but if neither the chairman nor the vice-chairman nor such other director (if any) is present within fifteen minutes after the time appointed for holding the meeting and willing to act, the directors present shall elect one of their number present to be chairman and, if there is only one director present and willing to act, he shall be chairman.
If no director is willing to act as chairman, or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.
A director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares.
Without prejudice to any other power of adjournment he may have under these articles or at common law, the chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give notice of an adjournment.

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

If an amendment proposed to any resolution under consideration is ruled out of order by the chairman, the proceedings on the resolution shall not be invalidated by any error in the ruling.
A resolution put to the vote of a meeting shall be decided on a show of hands unless voting by way of a poll is required by the Listing Rules or (before, or on the declaration of the results of, the show of hands) a poll is duly demanded. Subject to the provisions of the Ordinance and/or the Listing Rules, a poll may be demanded:–
(a) by the chairman; or
(b) by not less than ~~three~~ five members present in person or, in the case of a corporation, by its authorised representatives or by proxy for the time being having the right to vote at the meeting; or
(c) by a member or members present in person or, in the case of a corporation, by its authorised representatives or by proxy for the time being representing not less than one- ~~tenth t~~ wentieth of the total voting rights of all the members having the right to vote at the meeting; or
(d) by a member or members present in person or, in the case of a corporation, by its authorised representatives or by proxy for the time being and holding shares conferring a right to vote on the resolution on which an aggregate sum has been paid up equal to not less than one-twentieth ~~tenth~~ of the total sum paid up on all the shares conferring that right; or
(e) by the chairman of such meeting and/or directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting in certain circumstances where, on show of hands, such meeting votes in the opposite manner to that instructed in those proxies.

(as amended by special resolution passed on 18th May, 2006 and 19th November, 2014 respectively)

Unless a poll is duly demanded, a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman ~~, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made~~ .

(as amended by special resolution passed on 19th November, 2014)

A poll shall be taken as the chairman directs, and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have. In case of any dispute as to the admission or rejection of any vote the chairman shall determine the same, and such determination shall be final and conclusive.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES

A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman directs, not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. ~~If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.~~

(as amended by special resolution passed on 19th November, 2014)

No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting in respect of which it is demanded. In any other case, at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken.

VOTES OF MEMBERS

Subject to any rights or restrictions attached to any shares, on a show of hands every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative who is not himself a member entitled to vote, shall have one vote. ~~, and o~~ To the extent permitted by law, a member may appoint more than one proxy, the proxies so appointed are not entitled to vote on the resolution on a show of hands. On a poll every member shall have one vote for every share of which he is the holder.

(as amended by special resolution passed on 19th November, 2014)

67A. Where any member is, under the ~~rules of the Stock ExchangeL~~ isting 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 member in contravention of such requirement or restriction shall not be counted.

(as amended by special resolution passed on 19th May, 2004 and 19th November, 2014 respectively)

In the case of joint holders the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the register of members. Several executors or administrators of a deceased member in whose name any share stands shall for the purpose of this article be deemed joint holders thereof.
A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction (whether in Hong Kong or elsewhere) in lunacy may vote, on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, who may on a poll vote by proxy. Evidence to the satisfaction of the directors of the authority of the person claiming the right to vote shall be ~~deposited at the Office, or at such other place as is specifedd~~ elivered to the Company in accordance with these articles for the deposit of instruments of proxy, ~~not less than 48 hours b~~ efore ~~the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised, and in default the right to vote shall not be exercisablet~~ he last time at which a valid instrument of proxy could be so delivered.

(as amended by special resolution passed on 19th November, 2014)

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

No member shall have the right to vote at any general meeting or at any separate meeting of the holders of any class of shares, either in person or by representative or proxy, in respect of any share held by him unless all amounts presently payable by him in respect of that share have been paid.
No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting at which the vote objected to is tendered. Subject to any objection made in due time, every vote counted and not disallowed at the meeting shall be valid and every vote disallowed or not counted shall be invalid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
On a poll votes may be given either personally or by proxy or (in the case of a corporate member) by a duly authorised representative. A member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses the same way. A proxy need not be a member.
An instrument appointing a proxy shall be in writing in any usual form (including the two-way form) or in any other form which the directors may approve and shall be executed by or on behalf of the appointor. A corporation may execute a form of proxy either under its common seal or under the hand of a duly authorised officer. A member may appoint more than one proxy to attend on the same occasion. Deposit of an instrument of proxy shall not preclude a member from attending and voting at the meeting or at any adjournment of it.
The instrument appointing a proxy and any authority under which it is executed or a copy of the authority certified notarially or in some other way approved by the directors ~~may~~ shall:–
(a) be ~~deposited at the Office or at such other place in Hong Kong as is specified in the notice convening the meeting, or in any instrument of proxy sent out by the Company in relation to the meeting, not less than r~~ eceived by the Company at least 48 hours before the time for holding the meeting or adjourned meeting ~~at which the person named in the instrument proposes to vote(~~ as the case may be); or
(b) in the case of a poll taken more than 48 hours after it was demanded, be ~~deposited as aforesaid after the poll has been demanded and not less than~~ received by the Company at least 24 hours before the time appointed for taking the poll ~~; or~~
(c) [Repealed] ~~where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting to the chairman or to the secretary or to any director;~~

– (Article 74(a) to 74(b) as amended by special resolution passed on 19th November, 2014)

– (Article 74(c) repealed pursuant to a special resolution passed on 19th November, 2014)

and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES

A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll, unless notice of the determination was received by the Company ~~at the Office, or at such other place at which the instrument of proxy was duly deposited,~~ at least 4 hours before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll not taken on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.

(as amended by special resolution passed on 19th November, 2014)

The instrument appointing a proxy to vote at a meeting shall be deemed also to confer authority to demand or join in demanding a poll (and for the purposes of these articles a demand for a poll made by a person as proxy for a member or as the duly authorised representative of a corporate member shall be the same as a demand made by the member).
No instrument appointing a proxy shall be valid after the expiration of twelve months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve months from such date.
The directors may at the expense of the Company send instruments of proxy to the members by post or otherwise (with or without provision for their return prepaid) for use at any general meeting or at any separate meeting of the holders of any class of shares, either in blank or nominating in the alternative any one or more of the directors or any other person. If for the purpose of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the Company’s expense, they shall be issued to all (and not to some only) of the members entitled to be sent a notice of the meeting and to vote at it. The accidental omission to send such an instrument or give such an invitation to, or the non-receipt thereof by, any member entitled to attend and vote at a meeting shall not invalidate the proceedings at that meeting.
78A. If a recognised clearing house (or its nominee) within the meaning of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as from time to time supplemented, amended or substituted, or a clearing house recognised by the laws of any other jurisdiction in which the shares of the Company are listed or quoted with the permission of the Company on a stock exchange in such jurisdiction, is a member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or at any meeting of any class of members of the Company 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 person is so authorised. A person so authorised pursuant to this provision shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual member of the Company.

(as amended by special resolutions passed on 5th July, 1995 and 19th May, 2004 respectively)

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

CORPORATIONS ACTING BY REPRESENTATIVES

Any corporation which is a member of the Company may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company, or at any separate meeting of the holders of any class of shares. Except as otherwise provided in these articles, the person so authorised shall be entitled to exercise the same power on behalf of the corporation as the corporation could exercise if it were an individual member of the Company, and the corporation shall for the purposes of these articles be deemed to be present in person at any such meeting if a person so authorised is present at it.

DIRECTORS

Unless otherwise determined by the Company by ordinary resolution the number of directors (other than alternate directors) shall not subject to any maximum but shall not be less than three.

(as amended by special resolution passed on 12th June, 2002)

A director shall not require a share qualification.
(1) The directors shall be entitled to receive by way of remuneration for their services such sum as shall from time to time be determined by the Company in general meeting such sum (unless otherwise directed by the resolution by which it is voted) to be divided amongst the directors in such proportions and in such manner as the board of directors may agree or failing agreement equally except that in such event any director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. The foregoing provisions shall not apply to a director who holds any salaried employment or office in the Company except in the case of sums paid in respect of directors’ fees.
(2) The directors may also be paid all traveling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of the directors or of committees of the directors or general meetings or separate meetings of the holders of any class of shares or otherwise in connection with the discharge of their duties as directors.
(3) Any director who performs services which the directors consider go beyond the ordinary duties of a director may be paid such special remuneration (whether by way of bonus, commission, participation in profits or otherwise) as the directors may determine.

ALTERNATE DIRECTORS

Any director (other than an alternate director) may appoint any other director, or any other person approved by resolution of the directors and willing to act, to be an alternate director and may remove from office an alternate director appointed by him.
An alternate director shall (unless he is absent from Hong Kong) be entitled to receive notices of meetings of the directors and of committees of the directors of which his appointor is a member, to attend and vote at any such meeting at which the director appointing him is not present, and generally to perform all the functions of his appointor as a director in his absence, but shall not (unless the Company by ordinary resolution otherwise determines) be entitled to any fees for his services as an alternate director.

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

An alternate director shall cease to be an alternate director if his appointor ceases to be a director; but, if a director retires by rotation or otherwise but is reappointed or deemed to have been re-appointed at the meeting at which he retires, any appointment of an alternate director made by him which was in force immediately prior to his retirement shall continue after his reappointment.
An appointment or removal of an alternate director shall be by notice to the Company executed by the director making or revoking the appointment or in any other manner approved by the directors.
Save as otherwise provided in these articles, an alternate director shall be deemed for all purposes to be a director and shall alone be responsible for his own acts and defaults, and he shall not be deemed to be the agent of the director appointing him.

POWERS OF DIRECTORS

The business of the Company shall be managed by the directors who, subject to the provisions of the Ordinance, ~~the memorandum and t~~ hese articles and to any directions given by special resolution, may exercise all the powers of the Company. No alteration of ~~the memorandum or t~~ hese articles and no such direction shall invalidate any prior act of the directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this article shall not be limited by any special power given to the directors by these articles and a meeting of the directors at which a quorum is present may exercise all powers exercisable by the directors.

(as amended by special resolution passed on 19th November, 2014)

(1) The directors may from time to time at their discretion exercise all the powers of the Company to raise, borrow or secure the payment of any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking property and uncalled capital or any part thereof.
(2) The directors may raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as they think fit and in particular, 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.
(3) Debentures, debenture stock, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.
(4) Any debentures, debenture stock, bonds or other securities may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and otherwise.
(5) The directors shall cause a proper register to be kept in accordance with the provisions of the ~~Companies O~~ rdinance, of all mortgages and charges specifically affecting the property of the Company and shall duly comply with the requirements of the ~~Companies~~ Ordinance, in regard to the registration of mortgages and charges therein specified and otherwise.

(as amended by special resolution passed on 19th November, 2014)

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

DELEGATION OF DIRECTORS’ POWERS

(1) The directors may delegate any of their powers:–
- (a) to any managing director, any director holding any other executive office or any other director;
- (b) to any committee consisting of one or more directors and (if thought fit) one or more other persons, but a majority of the members of the committee shall be directors and no resolution of the committee shall be effective unless a majority of those present when it is passed are directors; and
- (c) to any local board or agency for managing any of the affairs of the Company either in Hong Kong or elsewhere.
(2) Any such delegation (which may include authority to sub-delegate all or any of the powers delegated) may be subject to any conditions the directors impose and either collaterally with or to the exclusion of their own powers and may be revoked or varied. The power to delegate under this article, being without limitation, includes power to delegate the determination of any fee, remuneration or other benefit which may be paid or provided to any director and is not restricted in its application to sub-paragraph (a), (b) or (c) of paragraph (1) of this article by reference to or inference from any other of those sub-paragraphs. Subject as aforesaid, the proceedings of any committee, local board or agency with two or more members shall be governed by such of these articles as regulate the proceedings of directors so far as they are capable of applying.
The directors may, by power of attorney or otherwise, appoint any person, whether nominated directly or indirectly by the directors, to be the agent of the Company for such purposes and subject to such conditions as they think fit, and may delegate any of their powers to such an agent. The directors may revoke or vary any such appointment or delegation and may also authorise the agent to sub-delegate all or any of the powers vested in him.

APPOINTMENT AND RETIREMENT OF DIRECTORS

~~Subject to O~~ ther than such director as referred to in Article 102 hereof and notwithstanding any other provisions in these articles or any contractual or other terms on which any director may be appointed or engaged, every director shall retire from office at the annual general meeting in every year but shall be eligible for re-election.

(as amended by special resolutions passed on 12th June, 2002, 20th May, 2005 ~~and~~ , 18th May, 2006 and 19th November, 2014 respectively)

Subject to the provisions of the Ordinance and to the provisions of these articles, every director shall hold office for the term, if any, fixed by resolution of members or until the earlier of his death, resignation or removal.

(as amended by special resolutions passed on 19th May, 2004 and 20th May, 2005 respectively)

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES

Unless one of the events specified in article 100 shall have happened, a retiring director shall be deemed automatically to have been reappointed if the non-appointment of such director may result in the Company being in breach with the applicable laws or the number of directors being less than the minimum number of directors required under these articles. A director deemed to be appointed pursuant to this article shall retain office until the meeting appoints someone in his place.

(as amended by special resolutions passed on 19th May, 2004, 20th May, 2005 and 18th May, 2006 respectively)

No person other than a director retiring shall be appointed or reappointed a director at any general meeting unless:–
(a) he is recommended by the directors; or
(b) not less than seven days before the date appointed for holding the meeting, notice executed by a member qualified to vote on the appointment or reappointment has been given to the Company of the intention to propose that person for appointment or reappointment, stating the particulars which would, if he were appointed or reappointed, be required to be included in the Company’s register of directors, together with notice executed by that person of his willingness to be appointed or reappointed.

The period for lodgement of the notice referred to the above will commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than seven days prior to the date of such meeting.

(as amended by special resolution passed on 19th May, 2004)

At a general meeting a motion for the appointment of two or more persons as directors by a single resolution shall not be made, unless a resolution that it shall be so made has been first agreed to by the meeting without any vote being given against it, and for the purposes of this article a motion for approving a person’s appointment or for nominating a person for appointment shall be treated as a motion for his appointment.
Subject as aforesaid, the Company may by ordinary resolution appoint a person who is willing to act to be a director, either to fill a casual vacancy or as an additional director ~~and who shall hold office only until the next following annual general meeting of the Company, and shall then be eligible for reelection.~~

(as amended by special resolution passed on 19th May, 2004 and 19th November, 2014 respectively)

Subject as aforesaid, the directors may appoint a person who is willing to act to be a director, either to fill a casual vacancy or as an additional director, and who shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an additional director), and shall then be eligible for re-election, provided that the appointment does not cause the number of directors to exceed any number fixed as the maximum number of directors.

(as amended by special resolutions passed on 19th May, 2004, 20th May, 2005 and 18th May, 2006 respectively)

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

Subject as aforesaid, the director who retires at an annual general meeting or a general meeting may be reappointed and shall retain office throughout the meeting at which he retires.

(as amended by special resolution passed on 18th May, 2006)

DISQUALIFICATION AND REMOVAL OF DIRECTORS

The office of a director shall be vacated if:–
(a) he ceases to be a director by virtue of any provision of the Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) or ~~he becomes~~ is otherwise prohibited by law from being a director; or

(as amended by special resolution passed on 19th November, 2014)

(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(c) he resigns his office by notice in writing to the Company; or
(d) in the case of a director who holds any executive office, his appointment as such is terminated or expires and the directors resolve that his office be vacated; or
(e) he is absent for more than six consecutive months without permission of the directors from meetings of the directors held during that period and the directors resolve that his office be vacated; or
(f) he is requested in writing by all the other directors to resign.
100A. Where not otherwise provided by the Ordinance, the Company in general meeting shall have power by ordinary resolution to remove any director (including a managing or other executive director, but without prejudice to any claim for damages under any contract) before the expiration of his period of office.

(as amended by special resolutions passed on 19th May, 2004 and 18th May, 2006 respectively)

No person shall be disqualified from being appointed or reappointed as a director and no director shall be requested to vacate that office by reason of his attaining any particular age.

DIRECTORS’ APPOINTMENTS AND INTERESTS

The directors may appoint one or more of their number to the office of managing director and/or chief executive officer for such period and on such terms as they think fit and, subject to the terms of any agreement entered into in any particular case, may revoke any such appointment. A director so appointed shall, while holding that office, be subject to retirement by rotation at least once every three (3) years but shall be eligible for re-election.

(as amended by special resolutions passed on 12th June, 2002, 19th May, 2004, ~~and~~ 20th May, 2005 and 19th November, 2014 respectively)

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

(1) Subject to the provisions of the Ordinance, and provided that he has disclosed to the directors the nature and extent of any material interest of his, a director notwithstanding his office:–
(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;
(b) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and
(c) shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate;

and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

(2) For the purposes of this article:–
(a) a general notice given to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified; and
(b) an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

DIRECTORS’ GRATUITIES AND PENSIONS

The directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

PROCEEDINGS OF DIRECTORS

(1) Subject to the provisions of these articles, the directors may regulate their proceedings as they think fit.
(2) A director may, and the secretary at the request of a director shall, call a meeting of the directors.

(as amended by special resolution passed on 12th June, 2002)

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

(3) Questions arising at a meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman shall have a second or casting vote. A director who is also an alternate director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote; and an alternate director who is appointed by two or more directors shall be entitled to a separate vote on behalf of each of his appointors in the appointor’s absence.

(as amended by special resolution passed on 12th June, 2002)

(4) Any director or his alternate may participate at a meeting of the directors by conference telephone or by means of a similar communication equipment whereby all persons participating in the meeting are able to hear each other in which event such director or his alternate shall be deemed to be present at the meeting. A director or his alternate participating in a meeting in the manner aforesaid may also be taken into account in ascertaining the presence of a quorum at the meeting. Such a meeting shall be deemed to take place where the largest group of directors present for purpose of the meeting is assembled, or, if there is no such group, where the chairman of such meeting is present.

(as amended by special resolution passed on 20th May, 2005)

No business shall be transacted at any meeting of the directors unless a quorum is present. The quorum may be fixed by the directors and unless so fixed at any other number shall be three. An alternate director who is not himself a director shall, if his appointor is not present, be counted in the quorum.

(as amended by special resolution passed on 12th June, 2002)

The continuing directors or a sole continuing director may act notwithstanding any vacancies in their number, but, if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
The directors may elect from their number, and remove, a chairman and vice-chairman of the board of directors. The chairman, or in his absence the vice-chairman, shall preside at all meetings of the directors, but if there is no chairman or vice-chairman, or if at the meeting neither the chairman nor the vice chairman is present within five minutes after the time appointed for the meeting, or if neither of them is willing to act as chairman, the directors present may choose one of their number to be chairman of the meeting.
All acts done by a meeting of the directors, or of a committee of the directors, or by a person acting as a director, shall notwithstanding that it may afterwards be discovered that there was a defect in the appointment of any director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote.

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Subject to article 110A, a resolution in writing executed by a majority of the directors or of a committee of the directors shall be as valid and effectual as if it had been passed at a meeting of the directors or (as the case may be) of that committee, duly convened and held, and may consist of several documents in the like form each executed by one or more directors, but a resolution executed by a director who has appointed an alternate director, it need not also be signed by the alternate director in that capacity. The expressions “in writing” and “signed” include approval by telex, telefax, cable, telegram or wireless.

(as amended by special resolutions passed on 12th June, 2002 and 18th May, 2006 respectively)

110A. If a substantial shareholder (as defined under the Listing Rules) or a director has a conflict of interest in a matter to be considered by the board which the board has determined to be material, the matter should not be dealt with by way of circulation or by a committee (except an appropriate board committee set up for that purpose pursuant to a resolution passed in a meeting of directors) but a meeting of directors should be held, in which independent non-executive directors who, and whose associates, have no material interest in the transaction should be present at such board meeting.

(as amended by special resolution passed on 18th May, 2006)

(1) Save as otherwise provided by these articles as the Stock Exchange may approve, a director shall not vote at a meeting of the directors on any resolution approving any contract or arrangement or transaction or any other proposal in which he or any of his associates has, directly or indirectly, a material interest nor shall he be counted in the quorum present at the meeting (other than interest in shares, debentures or other securities of, or otherwise in or through, the Company), unless his interest or any interest of his associates arises only because the case falls within one or more of the following sub-paragraphs:

(as amended by special resolution passed on 19th November, 2014)

(a) the resolution relates to the giving to him or his associate(s) of a guarantee, security, or indemnity in respect of money lent to, or an obligation incurred by him or any of them for the benefit or at the request of, the Company or any of its subsidiaries;
(b) the resolution relates to the giving to a third party a guarantee, security, or indemnity in respect of a debt or an obligation of the Company or any of its subsidiaries for which the director or his associate(s) has himself/themselves assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;

(as amended by special resolution passed on 18th May, 2006)

(c) his interest or any interest of his associates arises by virtue of his or his associate(s) being, or intending to become, a participant in the underwriting or sub-underwriting of an offer of any shares in or debentures or other securities of the Company or any other company in which the Company may promote or be interest in for subscription, purchase or exchange;

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(d) the resolution relates to an arrangement for the benefit of employees of the Company or any of its subsidiaries, including but without being limited to:
(i) the adoption, modification or operation of any employee’s share scheme or share incentive scheme or share option scheme under which the director or his associate(s) may benefit; or
(ii) the adoption, modification or operation of a pension fund, or retirement, death or disability benefits scheme, which relates both to directors, his associates and employees of the Company or any of its subsidiaries and does not provide in respect of any director, or his associate(s), as such privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and
(e) [Repealed] ~~the resolution relates to a transaction or arrangement with any other company in which he or his associate(s) is/are interested only, whether directly or indirectly, as an officer, executive or shareholder, or in which the director or his associate(s) is/are benefcially interested in shares of that company, provided that he and any of his associates are not in aggregate benefcially interested in fve per cent. or more of the issued shares of any class of such company (or of any third company through which his interest or that of his associates is derived) or of the voting rights (and for the purpose of calculating the said percentage there shall be disregarded any shares held by the director or his associate(s) as bare or custodian trustee and in which the director and his associate(s) have no benefcial interest, and any shares comprised in any unit trust scheme in which the director and his associate(s) are interested only as a unit holder); and~~

– (Article 111(1)(e) repealed pursuant to a special resolution passed on 19th November, 2014)

(f) any contract or arrangement or transaction in which the director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.

(as amended by special resolution passed on 5th June, 2009 and 19th November, 2014 respectively)

(2) For the purposes of paragraph (1) of this article and in relation to an alternate director, an interest of his appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.
(3) Where proposals are under consideration concerning the appointment (including the fixing or varying of terms of appointment) of two or more directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately and (provided he is not by virtue of paragraph (1)(f) of this article, or otherwise under that paragraph, or for any other reason, precluded from voting) each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.

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(4) If a director or an entity connected with the director is in any way (directly or indirectly) interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract, with the Company that is significant in relation to the Company’s business, and the director’s or the entity’s interest is material, the director must declare the nature and extent of the director’s or the entity’s interest to the other directors in accordance with the Ordinance. A reference in this article to an entity connected with a director has the meaning given to it by section 486 of the Ordinance.

(as added by special resolution passed on 19th November, 2014)

A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
The Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these articles prohibiting a director from voting at a meeting of the directors or of a committee of the directors.
If a question arises at a meeting of the directors as to the right of a director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting (or, if the director concerned is the chairman, to the other directors at the meeting), and his ruling in relation to any director other than himself (or, as the case may be, the ruling of the majority of the other directors in relation to the chairman) shall be final and conclusive.

MINUTES

The directors shall cause minutes to be made in books kept for the purpose:–
(a) of all appointments of officers made by the directors; and
(b) of all proceedings at meetings of the Company, of the holders of any class of shares in the Company, and of the directors, and of committees of the directors, including the names of the directors present at each such meeting.

SECRETARY

Subject to the provisions of the Ordinance, the secretary and any deputy or assistant secretary shall be appointed by the directors for such term, at such remuneration and on such other conditions as they think fit; and any secretary so appointed may be removed by them.

THE SEAL

The seal shall be used only by the authority of a resolution of the directors or of a committee of the directors. The directors may determine whether any instrument to which the seal is affixed, shall be signed and, if it is to be signed, who shall sign it. Unless otherwise determined by the directors:–
(a) share certificates and, subject to the provisions of any instrument constituting the same, certificates issued under the seal in respect of any debentures or other securities, need not be signed and any signature may be applied to any such certificate by any mechanical or other means or may be printed on it; and

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(b) every other instrument to which the seal is affixed shall be signed by one director and by the secretary or another director.
117A. Every certificate for shares, warrants, debentures or any other form of security shall be issued under the seal or under the securities seal or in such other manner as the directors may authorise. The board may either generally or in any particular case resolve that any such seal can be applied to the certificates by mechanical means or can be printed on them. Every instrument to which such seal is affixed as aforesaid shall, as regards all persons dealing in good faith with the Company, be deemed to have been affixed to that instrument with the authority of the directors previously given.

(as amended by special resolution passed on 6th June, 2008)

Subject to the provisions of the Ordinance, the Company may have an official seal for use in any place abroad.

DIVIDENDS

The Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the directors. No dividend shall be payable except out of the profits or other distributable reserves of the Company available for distribution.

(as amended by special resolution passed on 19th November, 2014)

The directors may pay interim dividends if it appears to them that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes, the directors may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear. The directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. If the directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.
Except as otherwise provided by these articles or the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. If any share is issued on terms that it ranks for dividend as from a particular date, it shall rank for dividend accordingly. In any other case, dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. For the purpose of this article, an amount paid up on a share in advance of a call shall be treated, in relation to any dividend declared after the payment but before the call, as not paid up on the share.
A general meeting declaring a dividend may, upon the recommendation of the directors, direct that it shall be satisfied wholly or partly by the distribution of assets and, where any difficulty arises in regard to the distribution, the directors may settle the same and in particular may issue fractional certificates (or ignore fractions) and fix the value for distribution of any assets, and may determine that cash shall be paid to any member upon the footing of the value so fixed in order to adjust the rights of members, and may vest any assets in trustees.

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PROPOSED AMENDMENTS TO THE ARTICLES

Any dividend or other money payable in respect of a share may be paid by cheque or warrant sent by post to the registered address of the person entitled or, if two or more persons are the holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the holder, to the registered address of that one of those persons who is first named in the register of members or to such person and to such address as the person or persons entitled may in writing direct. Every cheque or warrant shall be made payable to the order of the person or persons entitled or to such other person as the person or persons entitled may in writing direct and payment of the cheque or warrant shall be a good discharge to the Company. Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other money payable in respect of the share.
No dividend or other money payable in respect of a share shall bear interest against the Company, unless otherwise provided by the rights attached to the share.
Any dividend which has remained unclaimed for six years from the date when it became due for payment shall, if the directors so resolve, be forfeited and cease to remain owing by the Company.
(1) Whenever the directors or the Company have resolved that a dividend be paid or declared on the share capital of the Company, the directors may further resolve:–
(a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up on the basis that the shares so allotted shall be of the same class or classes as the class or classes already held by the members entitled thereto, provided that these members will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment. In such case, the following provisions shall apply:–
- (i) the basis of any such allotment shall be determined by the directors;
- (ii) the directors, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to the members of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
- (iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and
- (iv) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in lieu and in satisfaction thereof shares shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the directors shall capitalise and apply out of any part of the undivided profits of the Company or any part of any reserve or fund of the Company ~~(including any share premium account or capital redemption reserve) a~~ s the directors may determine, a sum equal to the aggregate ~~nominal amount n~~ umber 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 non-elected shares on such basis;

(as amended by special resolution passed on 19th November, 2014)

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(b) that members entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the directors may think fit on the basis that the shares so allotted shall be of the same class or classes as the class or classes of shares already held by the member. In such case, the following provisions shall apply:–
(i) the basis of any such allotment shall be determined by the directors;
(ii) the directors, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to the members of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and
(iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the directors shall capitalise and apply out of any part of the undivided profits of the Company or any part of any reserve or fund of the Company ~~(including any share premium account and capital redemption reserve)~~ as the directors may determine, a sum equal to the aggregate ~~nominal amount n~~ umber 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.

(as amended by special resolution passed on 19th November, 2014)

(2) The shares allotted pursuant to the provisions of paragraph (1) of this article shall rank pari passu in all respects with the shares then in issue save only as regards participation:–
(i) in the relevant dividend (or the right to receive or to elect to receive an allotment of shares in lieu thereof as aforesaid); or
(ii) in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the directors of its proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph (1) of this article in relation to the relevant dividend or contemporaneously with its announcement of the distribution, bonus or rights in question, the directors shall specify that the shares to be allotted pursuant to the provisions of paragraph (1) of the article shall rank for participation in such distribution, bonus or rights.

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(3) The directors may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (1) of this article with full power to the directors to make such provisions as they think fit in the case of share becoming distributable in fractions. The directors may authorise any person to enter on behalf of all members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any further shares to which they are entitled upon such capitalisation, any agreement made under such authority being binding on all such members.
(4) The Company may upon the recommendation of the directors by ~~special~~ ordinary resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (1) of this article a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

(as amended by special resolution passed on 19th November, 2014)

(5) The directors may resolve that the rights of election and the allotment of shares under paragraph (1) of this article shall not be made available to any holders of ordinary shares where the directors believe that the making available of these rights of election and/or allotting these shares to them would or might involve the contravention of the laws of any territory or that for any other reason the rights of election should not be made available, and/or the allotment of these shares should not be made, to them.

CAPITALISATION OF PROFITS

The directors may with the authority of an ordinary resolution of the Company:–
(a) subject as hereinafter provided, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company ~~(including any share premium account or capital redemption reserve)~~ ;

(as amended by special resolution passed on 19th November, 2014)

(b) appropriate the sum resolved to be capitalised to the members in proportion to the ~~nominal amounts n~~ umber of ~~the~~ shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company ~~of a nominal amount equal to that sum~~ , and allot the shares or debentures credited as fully paid to those members or as they may direct, in those proportions, or partly in one way and partly in the other ~~, but the share premium account, the capital redemption reserve, and any profts which are not available for distribution may, for the purposes of this article, only be applied in paying up unissued shares to be allotted to members credited as fully paid;~~

(as amended by special resolution passed on 19th November, 2014)

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(c) resolve that any shares so allotted to any member in respect of a holding by him of any partly paid shares shall so long as such shares remain partly paid rank for dividend only to the extent that the latter shares rank for dividend;
(d) make such provision by the issue of fractional certificates (or by ignoring fractions) or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable in fractions;
(e) authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any further shares to which they are entitled upon such capitalisation, any agreement made under such authority being binding on all such members; and
(f) generally do all acts and things required to give effect to such resolution as aforesaid.

RECORD DATES

Notwithstanding any other provision of these articles, but without prejudice to the rights attached to any shares, the Company or the directors may fix a date as the record date by reference to which a dividend will be declared or paid or a distribution, allotment or issue made, and that date may be before, on or after the date on which the dividend, distribution, allotment or issue is declared, paid or made.

ACCOUNTS

No member (other than a director) shall have any right of inspecting any accounting record or other document of the Company, unless he is authorised to do so by statute, by order of the court, by the directors or by ordinary resolution of the Company.
A printed copy of the directors’ and auditors’ reports accompanied by printed copies of the ~~balance sheet s~~ tatement of fnancial position and every document required by the Ordinance to be annexed to the statement of fnancial positio ~~nbalance sheet~~ shall, not less than twenty-one clear days before the annual general meeting before which they are to be laid, be delivered or sent by post to the registered address of every member and holder of debentures of the Company, and to the auditors; but this article shall not require a copy of those documents to be sent to any member or holder of debentures of whose address the Company is unaware or to more than one of the joint holders of any shares or debentures. If all or any of the shares in or debentures of the Company are listed or dealt in on any stock exchange, there shall at the same time be forwarded to the secretary of that stock exchange such number of copies of each of those documents as may be required by the regulations of that stock exchange.

(as amended by special resolution passed on 18th May, 2006 and 19th November, 2014 respectively)

SUBSCRIPTION RIGHTS RESERVE

[Repealed] ~~(1) If, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions of the conditions of the warrants, would reduce the subscription price to below the par value of a share then the following provisions shall apply:–~~

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APPENDIX II

~~(a) as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this article) maintain in accordance with the provisions of this article a reserve (the “Subscription Rights Reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (b) of this paragraph (1) on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Rights Reserve in paying up such additional shares in full as and when the same are allotted;~~
~~(b) the Subscription Rights Reserve will not be used for any purpose other than that specifed above until all other reserves of the Company (other than share premium account and capital redemption reserve fund) have been used and will then only be used to make good losses of the Company if and so far as is required by law;~~
~~(c) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:–~~
~~(i) the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and~~
~~(ii) the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par~~

~~and immediately upon such exercise so much of the sum standing to the credit of the Subscription Rights Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrantholders;~~

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APPENDIX II

~~(d) if upon the exercise of the subscription rights represented by any warrant the amount standing to the credit of the Subscription Rights Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholders is entitled, the directors shall apply any profits or reserves then or thereafter becoming available (including to the extent permitted by law, share premium account and capital redemption reserve fund) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until such time no dividend or other distribution shall be paid or made on the shares. Pending such payment up and allotment the exercising warrantholders shall be issued by the Company with a certifcate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the directors may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certifcate.~~
~~(2) Shares allotted pursuant to the provisions of this article shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned.~~
~~(3) Notwithstanding anything contained in paragraph (a) of this article no fraction of a share shall be allotted on exercise of the subscription rights.~~
~~(4) The provisions of this article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating, the provisions for the beneft of any warrantholder or class of warrantholders under this article without the sanction of a special resolution of such warrantholders or class of warrantholders.~~
~~(5) A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to an exercising warrantholder credited as fully paid and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders.~~

– (Article 131 repealed pursuant to a special resolution passed on 19th November, 2014)

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APPENDIX II

NOTICES

~~Any notice to be given to or any person pursuant to these articles shall be in writing, and in the case of a notice calling a meeting of the directors, it may be sent by telex, cable, facsimile or any other means mechanically or electronically.~~

~~(as amended by special resolution passed on 12th June, 2002)~~

Any notice or document to be given or issued under these articles shall be in writing, and may be served by or on behalf of the Company on any member by any of the following means subject to and to such extent permitted by and in accordance with the Ordinance, the Listing Rules and any other applicable laws, rules and regulations from time to time in force:

(1) personally by hand in hard copy form or in electronic form (other than by website);

(2) by sending or supplying it by post in hard copy form or in electronic form (other than by website), in a prepaid letter, envelope or wrapper to an address specified by the recipient (or an address which a provision of the Ordinance authorises or requires the same to be sent or supplied) or an address as shown in the register of members;
(3) by delivering or leaving it by hand, in hard copy form or in electronic form (other than by website), at such address as aforesaid;
(4) by sending or supplying by, electronic means in an electronic form (other than by website) to an address specifed by the recipient (or, where the recipient is a company, an address specifed for the purpose or regarded under a provision of the Ordinance as having been so specifed);
(5) by making it available on the Company’s website, giving access to such website to the recipient and giving to such recipient a notifcation of the availability of such notice or document;
(6) by advertisement in one English language newspaper and one Chinese language newspaper circulating generally in Hong Kong or such other newspapers as required by the Ordinance; or
(7) by such other means as may be permitted under the Ordinance, the Listing Rules and any other applicable laws, rules and regulations.

(as amended by special resolution passed on 19th November, 2014)

[Repealed] ~~The Company may give any notice to a member either personally or by sending it by post in a prepaid envelope or wrapper addressed to the member at his registered address or by leaving it at that address. In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands frst in the register of members in respect of the joint holding and notice so given shall be suffcient notice to all the joint holders.~~

~~(as amended by special resolution passed on 18th May, 2006)~~

– (Article 133 repealed pursuant to a special resolution passed on 19th November, 2014)

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APPENDIX II

A member present either in person or by proxy, or in the case of a corporate member by a duly authorised representative, at any meeting of the Company or of the holders of any class of shares shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
(1) Any notice to be given to a member may be given by reference to the register of members as it stands at any time within the period of fifteen days before the notice is given; and no change in the register after that time shall invalidate the giving of the notice.
(2) Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register of members, has been given to the person from whom he derives his title; but this paragraph does not apply to notice given under the provisions of the Securities and Futures Ordinance (Chapter 571 ~~)~~ of the laws of Hong Kong).

(as amended by special resolution passed on 19th May, 2004)

~~Where, by reason of the suspension or curtailment of postal services within Hong Kong, the Company is unable effectively to convene a general meeting by notice sent by post, notice of the meeting shall be sufficiently given if Published in the Newspapers. The Company shall send a copy of the notice to members by post if at least seven clear days before the meeting the posting of notices to addresses throughout Hong Kong again becomes practicable.~~

Subject to and to such extent permitted by and in accordance with the Ordinance, the Listing Rules and any other applicable laws, rules and regulations from time to time in force, any notice or document:

(1) if sent or supplied by hand, shall be deemed to have been received at the time when the notice or document is delivered;
(2) if sent or supplied by post, shall be deemed to have been received on the second business day after the day on which the envelope or wrapper containing the same is put into a post office situated within Hong Kong and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly prepaid, addressed and put into such post offce and a certifcate in writing signed by the secretary or other person appointed by the directors that the envelope or wrapper containing the notice or document was so addressed and put into such post offce shall be conclusive evidence thereof;
(3) if sent or supplied by electronic means (other than by making it available on the Company’s website), shall be deemed to be received twenty four hours after the time it is transmitted from the server of the Company or its agent;
(4) if made available on the Company’s website, shall be deemed to have been received twenty four hours after whichever is the later of (a) the time when such notice or document is first made available on the website; and (b) the time when the recipient receives the notification of availability; and
(5) if published as an advertisement in a newspaper, shall be deemed to have been received on the day on which the advertisement frst so appears.

(as amended by special resolution passed on 19th November, 2014)

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

[Repealed] ~~Any notice to be given by the Company to the members or any of them, and not provided for by or pursuant to these articles, shall be sufficiently given by advertisement if Published in the Newspapers.~~
[Repealed] ~~A notice sent by post shall be deemed to have been given on the day following that on which the envelope or wrapper containing the notice was posted. Proof that the envelope or wrapper was properly addressed, prepaid and posted (by airmail if appropriate) shall be conclusive evidence that notice was given. A notice given by advertisement shall be deemed to have been served on the day on which the advertisement appears.~~

- (Articles 137 to 138 repealed pursuant to a special resolution passed on 19th November, 2014)

A notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a member by sending or delivering it in any manner authorised by these articles for the giving of notice to a member addressed to that person by name, or by the title of representative of the deceased, bonis or trustee of the bankrupt or by any like description, at the address, if any, within Hong Kong supplied for that purpose by the person claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death, mental disorder or bankruptcy had not occurred.

DOCUMENTS

(1) Any two directors or any one director and the secretary for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the directors or any committee of directors and any books, records, documents and accounts, relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting of the Company or of the directors or any committee of directors which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or as the case may be that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.

(as amended by special resolution passed on 19th May, 2004)

(2) The Company may destroy:–
(a) any instrument of transfer, after six years from the date on which it is registered;
(b) any dividend mandate or notification of change of name or address, after two years from the date on which it is recorded;
(c) any share certificate, after one year from the date on which it is cancelled; and
(d) any other document on the basis of which an entry in the register of members is made, at any time after the expiry of six years from the date on which an entry in the register was first made in respect of that document.

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

(3) Any document referred to in paragraph (2) of this article may be destroyed earlier than the relevant date authorised by that paragraph, provided that a permanent record of the document is made which is not destroyed before that date.
(4) It shall be conclusively presumed in favour of the Company that every entry in the register of members purporting to have been made on the basis of a document destroyed in accordance with this article was duly and properly made, that every instrument of transfer so destroyed was duly registered, that every share certificate so destroyed was duly cancelled, and that every other document so destroyed was valid and effective in accordance with the particulars in the records of the Company provided that:–
(a) this article shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant;
(b) nothing in this article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document otherwise than in accordance with this article which would not attach to the Company in the absence of this article; and
(c) references in this article to the destruction of any document include references to the disposal of it in any manner.

WINDING UP

(1) If the Company is wound up, the liquidator may, with the sanction of a ~~n extraordinary~~ special resolution and any other sanction required by law, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he may with the like sanction determine, but no member shall be compelled to accept any assets upon which there is a liability.

(as amended by special resolution passed on 19th November, 2014)

(2) In the event of a winding-up of the Company in Hong Kong every member of the Company who is not for the time being in Hong Kong shall be bound, within fourteen days after the passing of an effective resolution to wind up the Company voluntarily or the making of an order for the winding-up of the Company to serve notice in writing on the Company appointing some person resident in Hong Kong and stating that person’s full name, address and occupation upon whom all summonses, notices, process, orders and judgments in relation to or under the winding-up of the Company may be served and in default of such nomination the liquidator of the Company shall be at liberty on behalf of such member to appoint some such person and service upon any such appointee whether appointed by the member or the liquidator shall be deemed to be good personal service on such member for all purposes and where the liquidator makes any such appointment he shall with all convenient speed give notice thereof to such member by advertisement published in the newspapers as he shall deem appropriate or by a registered letter sent through the post and addressed to such member at his address as mentioned in the register and such notice shall be deemed to be served on the day following that on which the advertisement appears or the letter is posted.

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

INDEMNITY

(1) Subject to the provisions of the Ordinance, but without prejudice to any indemnity to which a director may otherwise be entitled every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability, loss or expenditure incurred by him in defending any proceedings, whether civil or criminal, which relate to anything done or omitted to be done or alleged to have been done or omitted to be done by him as an officer or auditor of the Company and in which judgment is given in his favour or in which he is acquitted, or incurred in connection with any application in which relief is granted to him by the court from liability in respect of any such act or omission or from liability to pay any amount in respect of shares acquired by a nominee of the Company.
(2) Subject to the provision of the Ordinance, if any director or other person shall become personally liable for the payment of any sum primarily due from the Company, the directors may execute or cause to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the director or person so becoming liable as aforesaid from any loss in respect of such liability.

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

The following table sets out the details of the initial subscribers of the Company, the initial number of shares taken by each of them and the initial share capital of the Company:

Number of Shares taken Names, Addresses and Descriptions of Subscribers by each Subscriber (Sd.) TEH LAM SENG One TEH LAM SENG (鄭南生) Flat G, 12th Floor, Hsia Kung Mansion, Tai Koo Shing, Hong Kong. Merchant (Sd.) CHANG YUN CHUNG One CHANG YUN CHUNG (張允中) 27B Cavendish Heights, 33 Perkin Road, Jardine’s Lookout, Hong Kong. Merchant Total Number of Shares Taken .... Two

Dated the 26th day of August, 1988. WITNESS to the above signatures:

(Sd.) Stella Siu Siu Mei Stella Siu Siu Mei Secretary Rm. B, 16/F., Thomson Commercial Bldg., 4-10 Thomson Road, Wanchai, Hong Kong.

– 77 –

NOTICE OF GENERAL MEETING

==> picture [108 x 34] intentionally omitted <==

勝獅貨櫃企業有限公司 SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock code: 716)

NOTICE IS HEREBY GIVEN that a general meeting of Singamas Container Holdings Limited (the “Company”) will be held at Unit A, 29/F., Admiralty Centre 1, 18 Harcourt Road, Hong Kong on Wednesday, 19 November 2014 at 11:30 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution as an ordinary resolution and special resolution of the Company respectively:

ORDINARY RESOLUTION

“ THAT
(a) the Transactions (as defined in the circular of the Company dated 24 October 2014) (the “Circular”) contemplated therein the Master Purchase Contract 2015 (as defined in the Circular) (a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purposes) be and are hereby generally and unconditionally approved;
(b) the Annual Caps (as defined in the Circular) for the three financial years ending 31 December 2017 be and are hereby approved; and
(c) any director of the Company be and is hereby authorised as he considers necessary, to execute for and on behalf of the Company all other documents, instruments, notices or agreements to be incidental to, or ancillary to or in connection with the matters contemplated in the Master Purchase Contract 2015 and, to do all such other acts, matters or things for and on behalf of the Company, as may deem necessary or desirable to perfect, give effect to or implement any terms of the Transactions.”

SPECIAL RESOLUTION

“ THAT
(a) the amendments to the existing Memorandum and Articles of Association of the Company in the manner as set out in Appendix II to the circular of the Company dated 24 October 2014 be and are hereby approved; and
(b) the Articles of Association, a copy of which has been produced to the meeting marked “B” and initialled by the Chairman of the meeting for the purpose of identification, which, among other things, do not include any “objects” clauses, be and are hereby approved and adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Memorandum and Articles of Association of the Company with effect from the conclusion of this meeting and THAT any Director or the Company Secretary of the Company be and is hereby authorized to do all things necessary to effect and record the amendments to the Articles of Association of the Company.”

By Order of the Board Chung Pui King, Rebecca Company Secretary

Hong Kong, 24 October 2014

– 78 –

NOTICE OF GENERAL MEETING

Registered office: 19th Floor, Rykadan Capital Tower, 135 Hoi Bun Road, Kowloon, Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting or any adjourned meeting should he so wish.

2. In order to be valid, the form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that authority must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

– 79 –

AI assistant

Risecomm Group Holdings Limited — Proxy Solicitation & Information Statement 2014

50085_rns_2014-10-23_e4b305fb-6b4c-49b5-a891-bd4a95e0b3d2.pdf

勝獅貨櫃企業有限公司 SINGAMAS CONTAINER HOLDINGS LIMITED

CONTINUING CONNECTED TRANSACTIONS AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

勝獅貨櫃企業有限公司 SINGAMAS CONTAINER HOLDINGS LIMITED

CONTINUING CONNECTED TRANSACTIONS AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

INTRODUCTION

CONDITIONAL MASTER PURCHASE CONTRACT 2015

Date:

Parties:

Scope/Consideration

Term

Historical figures, existing annual caps and proposed Annual Caps

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF ENTERING INTO THE MASTER PURCHASE CONTRACT 2015

BOARD’S APPROVAL

LISTING RULES IMPLICATIONS

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES

GENERAL MEETING

LETTER FROM THE BOARD

RECOMMENDATION

勝獅貨櫃企業有限公司 SINGAMAS CONTAINER HOLDINGS LIMITED

CONTINUING CONNECTED TRANSACTIONS

CONTINUING CONNECTED TRANSACTIONS

I. INTRODUCTION

II. BASIS AND ASSUMPTIONS OF THE ADVICE

III. PRINCIPAL FACTORS CONSIDERED

1. Background information and reason for the Transactions

Information on PIL

Reasons for the Master Purchase Contract 2015

2. Principal terms of the Master Purchase Contract 2015

3. Rationale for determining the Annual Caps

4. Conditions of the Annual Caps

IV. RECOMMENDATION

Investec Capital Asia Limited

1) RESPONSIBILITY STATEMENT

2) SHARE CAPITAL

3) DISCLOSURE OF DIRECTORS’ INTERESTS

(a) Ordinary Shares of the Company

APPENDIX I

(b) Share Options

APPENDIX I

GENERAL INFORMATION

4) DISCLOSURE OF SUBSTANTIAL SHAREHOLDERS’ INTEREST

APPENDIX I

5) SERVICE CONTRACT

6) MATERIAL ADVERSE CHANGE

7) INDEPENDENT FINANCIAL ADVISER

Qualification

8) LITIGATION

9) MISCELLANEOUS

10) DOCUMENTS AVAILABLE FOR INSPECTION

~~MEMORANDUM~~

~~NEW~~ ARTICLES OF ASSOCIATION

Company No.: 229606

THE COMPANIES ORDINANCE (CHAPTER 32)

SPECIAL RESOLUTION OF SINGAMAS CONTAINER HOLDINGS LIMITED 勝獅貨櫃企業有限公司

PASSED ON THE 9TH DAY OF DECEMBER, 2005

SPECIAL RESOLUTION

COMPANY LIMITED BY SHARES

ARTICLE ~~SMEMORANDUM~~ OF ASSOCIATION

of

SINGAMAS CONTAINER HOLDINGS LIMITED

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX II

~~COMPANY LIMITED BY SHARES~~

Risecomm Group Holdings Limited Proxy Solicitation & Information Statement 2014

MEMORANDUM

NEW ARTICLES OF ASSOCIATION

ARTICLE SMEMORANDUM OF ASSOCIATION

COMPANY LIMITED BY SHARES

SINGAMAS CONTAINER HOLDINGS LIMITED

PRELIMINARYI NTERPRETATION

STOCK

NOTICE OF GENERAL MEETINGS

SUBSCRIPTION RIGHTS RESERVE