THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your securities in Lee & Man Chemical Company Limited, you should at once hand this circular to the purchaser or the transferee or to the bank manager, the licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

LEE & MAN CHEMICAL COMPANY LIMITED 理文化工有限公司

(Incorporated in the Cayman Islands and its members’ liability is limited) Website: www.leemanchemical.com

(Stock Code: 746)

REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTION, PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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A letter from the Independent Board Committee is set out on pages 18 to 19 of this circular and a letter from Lego, the independent financial adviser to the Independent Board Committee and the Independent Shareholders, is set out on pages 20 to 36 of this circular.

A notice convening the EGM of the Company to be held at SPRG office, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Monday, 27 June 2022 at 11:30 a.m. is set out on pages 116 to 118 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment of it, if you so wish.

PRECAUTIONARY MEASURES FOR THE EGM

Please see pages 4 to 5 of this circular for measures being taken to try to prevent and control the spread of the novel coronavirus (COVID-19) at the EGM, including:

• compulsory temperature checks and health declaration

• recommended wearing of surgical face masks

• no distribution of corporate gifts and refreshments

• appropriate distancing and spacing in line with the guidance from the Hong Kong Government will be maintained and as such, the Company may limit the number of attendees at the EGM as may be necessary to avoid over-crowding

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the EGM venue. In order to facilitate the prevention and control of the novel coronavirus (COVID-19), and to safeguard the health and safety of attending shareholders, the Company encourages shareholders to consider NOT to attend the EGM in person, and advises Shareholders to appoint the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM as an alternative to attending the EGM in person. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

1 June 2022

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Precautionary Measures for the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Letter from Lego . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Appendix I — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
Appendix II — Details of the Proposed Amendments to the
Memorandum and Articles of Association . . . . . . . . . . . . .	41
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	116

– i –

DEFINITIONS

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

“2021 Chemicals Purchase Agreement”

the agreement dated 31 December 2020 entered into between the Company (as supplier) and LMP (as purchaser) pursuant to which the Group would supply various industrial chemical products to the LMP Group, details of which are set out in the joint announcement of LMP and the Company dated 31 December 2020 and the circular of the Company dated 5 February 2021;

“Articles of Association”

the articles of association of the Company;

“associates”

has the meaning ascribed thereto in the Listing Rules;

“Board”

the board of Directors;

“close associates”

has the meaning ascribed thereto in the Listing Rules;

“Company”

Lee & Man Chemical Company Limited, a company incorporated in the Cayman Islands, the shares of which are listed on the Stock Exchange;

“controlling shareholder”

has the meaning ascribed thereto in the Listing Rules;

“Director(s)” the director(s) of the Company;

“EGM”

the extraordinary general meeting of the Company to be held on Monday, 27 June 2022 at 11:30 a.m. for Independent Shareholders to approve, if thought fit, the Supplemental Agreement and the transactions contemplated thereunder, including the Revised Annual Caps;

“Existing Annual Caps”

the existing annual caps for the two years ending 31 December 2022 and 2023 in relation to the 2021 Chemicals Purchase Agreement, being RMB175 million (approximately HK$210 million);

“Group” the Company and its subsidiaries;
“HK$”

Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region of the PRC;

– 1 –

DEFINITIONS

“Independent Board Committee”
“Independent Shareholders”
“Latest Practicable Date”
a board committee comprising of Mr. Heng Victor Ja Wei and Mr. Wan Chi Keung Aaron, which will make recommendations to the Independent Shareholders in respect of the Supplemental Agreement and the transactions contemplated thereunder (including the Revised Annual Caps); the Shareholders who are not required to abstain from voting at the EGM on the resolution with respect to the Supplemental Agreement and the transactions contemplated thereunder (including the Revised Annual Caps); 27 May 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein;
“Lego”

Lego Corporate Finance Limited, a corporation licensed by the SFC for carrying out Type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Supplemental Agreement and the transactions contemplated thereunder (including the Revised Annual Caps);

“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange;
“LMP”
Lee & Man Paper Manufacturing Limited, a company incorporated in the Cayman Islands, the shares of which are listed on the Stock Exchange (Stock code: 2314);
“LMP Group” LMP and its subsidiaries;
“PRC”
the People’s Republic of China;
“Revised Annual Caps”
the revised annual caps for the two years ending 31 December 2022 and 2023 in relation to the 2021 Chemicals Purchase Agreement, being RMB320 million (approximately HK$384 million);
“RMB”

Renminbi, the lawful currency of the PRC;

“SFC”

The Securities and Futures Commission of Hong Kong;

– 2 –

DEFINITIONS

“SFO” The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); “Shareholder(s)” holder(s) of shares of the Company; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Supplemental Agreement” the supplemental agreement dated 25 April 2022 entered into between LMP and the Company to amend the Existing Annual Caps to the Revised Annual Caps in the 2021 Chemicals Purchase Agreement, details of which are set out in the joint announcement of the Company and LMP dated 25 April 2022; “ton” a metric ton, a measurement of mass equal to 1,000 kilograms; and “%” per cent.

For illustration purposes only, the exchange rate of RMB1 = HK$1.20 has been adopted for translating RMB into HK$ in this circular.

– 3 –

PRECAUTIONARY MEASURES FOR THE EGM

The health of the Shareholders, staff and stakeholders is of paramount importance to the Company. In view of the ongoing novel coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the EGM to protect attending Shareholders, staff and stakeholders from the risk of infection:

(i) compulsory body temperature checks will be conducted for every Shareholder, proxy or other attendees at each entrance of the EGM venue. Any person with a body of over 37.4 degrees Celsius may be denied entry into the EGM venue or be required to leave the EGM venue;
(ii) the Company encourages every attendee to wear a surgical face mask throughout the EGM and inside the EGM venue, and to maintain a safe distance between seats;
(iii) no refreshment will be served, and there will be no corporate gifts; and
(iv) each attendee may be asked whether
a. he/she traveled outside of Hong Kong within the 14-day period immediately before the EGM; and
b. he/she is subject to any Hong Kong Government prescribed quarantine.

Anyone who responds in the affirmative in respect of any of these questions may be denied entry into the EGM venue or be required to leave the EGM venue.

In addition, the Company reminds all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. The Company encourages Shareholders NOT to attend the EGM in person, and advises Shareholders to appoint the chairman of the EGM as their proxy to vote on the relevant resolution(s) at the EGM instead of attending the EGM in person, by completing and returning the proxy form attached to this circular.

The form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the EGM or any adjournment thereof (as the case may be). In calculating the aforementioned notice period, no account is to be taken of any part of a day that is a public holiday.

– 4 –

PRECAUTIONARY MEASURES FOR THE EGM

If any Shareholder chooses not to attend the EGM in person but has any question about any resolution or about the Company, or has any matter for communication with the Board, he/she is welcome to send such question or matter in writing to the headquarter and Hong Kong office of the Company or to the email of the Hong Kong branch share registrar of the Company at [email protected]. If any Shareholder has any question relating to the EGM, please contact Tricor Secretaries Limited, the Company’s Hong Kong branch share registrar as follows:

Tricor Secretaries Limited

Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong Email: [email protected] HK Tel: (852) 2980 1333 Fax: (852) 2810 8185

– 5 –

LETTER FROM THE BOARD

LEE & MAN CHEMICAL COMPANY LIMITED 理文化工有限公司

(Incorporated in the Cayman Islands and its members’ liability is limited) Website: www.leemanchemical.com

(Stock Code: 746)

Executive Directors: Ms. Wai Siu Kee (Chairman) Mr. Lee Man Yan Professor Chan Albert Sun Chi Mr. Yang Zuo Ning

Independent Non-executive Directors:

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

Mr. Wong Kai Tung, Tony

Mr. Wan Chi Keung, Aaron BBS JP Mr. Heng Victor Ja Wei

Principal Place of Business in Hong Kong: 8th Floor, Liven House 61–63 King Yip Street Kwun Tong Kowloon Hong Kong

1 June 2022

To the Shareholders

Dear Sir or Madam,

REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTION, PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the EGM to be held on 27 June 2022.

– 6 –

LETTER FROM THE BOARD

REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTION

Reference is made to the joint announcement made by the Company and LMP dated 25 April 2022 in relation to the Supplemental Agreement and the Revised Annual Caps. On 25 April 2022, the Company and LMP entered into the Supplemental Agreement to amend the Existing Annual Caps to the Revised Annual Caps for the 2021 Chemicals Purchase Agreement. Save for this revision, the principal terms under the 2021 Chemicals Purchase Agreement remain the same.

Mr. Lee Man Yan, the ultimate controlling shareholder of the Company holding 65% issued shares of the Company as at the Latest Practicable Date, is an associate of Dr. Lee Man Chun Raymond and Mr. Lee Man Bun, both executive directors of LMP. Dr. Lee Man Chun Raymond and Mr. Lee Man Bun each holds 31.48% issued shares of LMP as at the Latest Practicable Date.

Accordingly, LMP is a connected person of the Company under Chapter 14A of the Listing Rules and the transactions contemplated under the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) constitute a continuing connected transaction for the Company under the Chapter 14A of the Listing Rules.

The relevant percentage ratios under the Listing Rules in respect of the Revised Annual Caps are more than 5% and more than HK$10 million. Accordingly, the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) and Revised Annual Caps are subject to the reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) and the Revised Annual Caps are conditional upon the approval of the Independent Shareholders at the EGM.

The purpose of this circular is to (i) provide you with further information in relation to the Supplemental Agreement and the transactions contemplated thereunder; (ii) set out the opinions and recommendations of the Independent Board Committee and Lego; and (iii) give you notice of the EGM at which the resolutions set out therein will be proposed. The EGM will be held on 27 June 2022 for the purpose of obtaining the approval from the Independent Shareholders in respect of the subject transactions.

2021 CHEMICALS PURCHASE AGREEMENT

Reference is made to the joint announcement of the Company and LMP dated 31 December 2020 and the circular of the Company dated 5 February 2021 in relation to, among other things, the 2021 Chemicals Purchase Agreement. On 31 December 2020, the Company (as supplier) entered into the 2021 Chemicals Purchase Agreement with LMP (as purchaser) to renew the previous expired chemicals purchase agreement and to provide for the continuous supply of various industrial chemical products from the Company (or any other member of the Group) to LMP (or any other member of the LMP Group).

– 7 –

LETTER FROM THE BOARD

The key terms of the 2021 Chemicals Purchase Agreement are set out as follows:

Date:

31 December 2020

Parties: (i) LMP (as purchaser)

(ii) Company (as supplier)

Nature of Transaction:

LMP (or any other member of the LMP Group) will purchase various industrial chemical products from the Company (or any other member of the Group) at a price based on the prevailing market price per ton at the time an order is placed. The Group will be responsible for the transportation of the industrial chemical products to the LMP Group while the transportation costs will be borne by the LMP Group. There is no minimum amount of industrial chemical products required to be purchased by the LMP Group. Pursuant to the 2021 Chemicals Purchase Agreement, the Group supplies a wide spectrum of industrial chemical products to the LMP Group, depending on the LMP Group’s needs from time to time and the Group’s evolving product range taking into account future technical enhancements and/or new development of products. The Group provides industrial chemical products to the LMP Group that include, but are not limited to caustic soda, styrene-acrylic latex surface sizing agent and polyaluminium chloride.

Term of Agreement:

3 years commencing from 1 January 2021 up to and including 31 December 2023.

Payment:

Delivery will be made by the Group within 3 business days of the placement of the relevant purchase order by the LMP Group specifying the type and amount of industrial chemical products required.

The relevant member of the Group will issue monthly sales invoices to the relevant member of the LMP Group and such invoices shall be settled in cash by the relevant member of the LMP Group (using its internal resources) within 30 days of the date of issue of the sales invoices.

– 8 –

LETTER FROM THE BOARD

Pricing Policy:

In determining such prices and terms of sales to the LMP Group, the Group would in its ordinary course go through its internal procedures in order to determine the final selling price to ensure that it is fair and reasonable, on normal commercial terms and, to the extent these are connected transactions, comparable to those offered to independent third party customers.

Internal Control:

The marketing team of the Group will conduct regular checks to review and assess whether the continuing connected transactions under the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) are conducted in accordance with the terms therein. They will also obtain monthly updates on the market prices of the relevant chemical products to consider whether the price for a specific transaction is fair and reasonable and in accordance with the pricing policy.

Baseline prices for each chemical product are set each month, based on the assumption that the market is stable. On a monthly basis, before the Group makes a sale to the LMP Group, the marketing team of the Group would check the prices and terms from recent sale records with at least two of the Group’s independent third party customers (for similar or comparable chemical products so far as practicable) to ensure that the terms being offered by the Group to the LMP Group are no more favourable than the terms available to independent third party customers.

The Company will continuously monitor and conduct monthly evaluations of the actual transaction amounts under the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) to ensure that the actual transaction amounts will not exceed the its annual caps.

– 9 –

LETTER FROM THE BOARD

The Company will conduct semi-annual reviews of the transactions conducted under the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) to: (i) consider the effectiveness of the pricing policies and the payment methods; (ii) identify the management’s weaknesses; and (iii) recommend improvement measures to ensure that the internal control measures in respect of the continuing connected transactions remain effective and where any weaknesses are identified, the Company will take measures to address them as soon as practicable.

The independent non-executive Directors will conduct an annual review of the transactions under the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) pursuant to Rule 14A.55 of the Listing Rules.

The auditor of the Company will conduct an annual review of the transactions under the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) pursuant to Rule 14A.56 of the Listing Rules.

HISTORICAL AMOUNTS

Set out in the table below are the actual transaction amounts for the year ended 31 December 2021 and the three months ended 31 March 2022 for the 2021 Chemicals Purchase Agreement.

For the For the year ended three months ended 31 December 2021 31 March 2022 Actual amount incurred Purchase of various industrial RMB153.4 million RMB49.4 million chemical products from the (approximately (approximately Group by the LMP Group HK$184.1 million) HK$59.2 million) For the year ended For the year ending 31 December 2021 31 December 2022 Existing annual caps RMB175 million RMB175 million (approximately (approximately HK$210 million) HK$210 million)

– 10 –

LETTER FROM THE BOARD

PROPOSED REVISION OF ANNUAL CAPS UNDER THE SUPPLEMENTAL AGREEMENT

Under the Supplemental Agreement, the Company proposes that the Existing Annual Caps under the 2021 Chemicals Purchase Agreement be revised as follows:

			For the year ending	For the year ending
			31 December 2022	31 December 2023
Existing	Annual	Caps	RMB175 million	RMB175 million
			(approximately	(approximately
			HK$210 million)	HK$210 million)
Revised	Annual	Caps	RMB320 million	RMB320 million
			(approximately	(approximately
			HK$384 million)	HK$384 million)

The annual caps stated above are exclusive of value-added tax. Save for the revision of the Existing Annual Caps to the Revised Annual Caps, the principal terms (including the payment terms) under the 2021 Chemicals Purchase Agreement remain the same.

The Revised Annual Caps have been determined with reference to the following factors:

(i) the actual transaction amount of purchases by the LMP Group under the 2021 Chemicals Purchase Agreement for the year ended 31 December 2021 and the three months ended 31 March 2022;

The utilisation rate of the annual caps under the 2021 Chemicals Purchase Agreement for the year ended 31 December 2021 and the three months ended 31 March 2022 were 87.7% and 28.2% respectively. The high utilisation is contributed by the increase in production of tissue paper and other paper products by the LMP Group as well as the prices of chemical products which is expected to maintain at a high level or further increase during the remaining term of the 2021 Chemicals Purchase Agreement as a result of the revitalisation of the manufacturing sector in the PRC coupled with supply chain disruption caused by the COVID-19 pandemic. As such, the Directors consider that there is an imminent need for the Existing Annual Caps to be adjusted upwards.

(ii) LMP Group’s anticipated consumption requirements for the remaining term of the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement);

The Group requested the projected consumption requirements from various LMP Group production facilities and it is noted that the anticipated consumption requirements have generally increased because of changes in manufacturing craftsmanship as well as the expansion of production capacity in its production site primarily in Malaysia.

– 11 –

LETTER FROM THE BOARD

The estimated quantities of the chemical products to be purchased by the LMP Group is determined not only by reference to its historical purchase quantities in 2021 and the first three months of 2022, but also taking into account factors including but not limited to (i) the increase in the production capacity of LMP Group’s manufacturing plant in Malaysia in particular; and (ii) the increased demand in certain chemical products from the Company due to the increased demand for LMP Group’s paper products and the change in paper manufacturing method/craftsmanship.

The increase in the production capacities of the LMP Group’s manufacturing plants is primarily due to the expanded production capacity of its manufacturing plant in Malaysia, to which the Company has been supplying chemical products. In 2020, the LMP Group’s production facilities in Malaysia were still being set-up and had not yet commenced commercial production, hence the demand in chemical products could not be accurately estimated at the time. When determining the Existing Annual Caps back in 2020, the Company and LMP expected a lower annual transaction amount to be generated from LMP’s chemical demands arising out of the utilisation of the LMP Group’s production facilities in Malaysia to support LMP’s production needs. However, as the production facilities in Malaysia are expected to achieve full production capacity in 2023 and based on the LMP Group’s current operating track records (which were not available back in 2020) and expected production needs, the revised estimated annual transaction amount to be generated from the LMP Group’s chemical demands as a result of operations in LMP’s manufacturing plant in Malaysia for the two years ending 31 December 2023 has increased.

In recent years, there has been an increased demand for LMP’s paper products and the LMP Group has successfully developed a new method of paper manufacturing which is gradually being deployed across all LMP production facilities in the PRC, which generally required additional use of chemical products. The increased demand for LMP’s paper products has also led to an increased demand in chemical products needed from the Company. This results in a net increase in the estimated annual transaction amount for the two years ending 31 December 2023.

As such, taking into account LMP’s increase in production capacity and the increased demand of chemical products, the annual transaction amount between the Company and LMP are expected to increase by approximately 75% of the Existing Annual Caps in the two years ending 31 December 2023.

(iii) the production capacity and estimated quantity of industrial chemical products to be manufactured by the Group;

Considering the historical and expected increase in consumption requirements from the LMP Group, as mentioned above, the Group reviewed its own production capacity and is of the view that there is room for additional production and sales to be made to the LMP Group. Therefore, the Directors consider that an increase in the Existing Annual Caps is necessary in order to accommodate the LMP Group’s increased demand for industrial chemical products.

– 12 –

LETTER FROM THE BOARD

(iv) the anticipated market price fluctuations of the industrial chemical products for the two years ending 31 December 2023.

Looking at the estimated selling prices of the chemical products, which were determined by reference to the historical selling price ranges of the chemical products in 2021 and also the recent market prices in 2022, the Company considered the average selling price per ton of the Group’s primary chemical products for the year ended 31 December 2021 and noted an average increase of approximately 45% from the previous year. The Company expects these prices to maintain at least at its current level or increase even further during the remaining term of the 2021 Chemicals Purchase Agreement, and therefore assumed an average increase of approximately 12% in the estimated selling prices of the chemical products for the two years ending 31 December 2023.

Due to the significant fluctuation in the market price of the industrial chemical products in the year of 2021 and early 2022 and due to the revitalization of the manufacturing sector in the PRC driving up the market price of various chemical products which is beyond the original expectation when determining the Existing Annual Caps in late 2020, there is an imminent need to increase the Existing Annual Caps so that the Group is able to continue to provide a steady supply of quality industrial chemical products to the LMP Group in order to fulfil its production needs. This was unforeseen when the annual caps under the 2021 Chemicals Purchase Agreement were determined. Therefore, the Directors consider that an increase in the annual caps is necessary in order to cater for such significant market price fluctuations.

In determining the Revised Annual Caps, the Company applied a buffer of approximately 3.6% to the estimated annual transaction amount to allow flexibility and cater for unforeseeable circumstances and the parties have also taken into account the assumption that during the remaining term of the 2021 Chemicals Purchase Agreement, there will not be any adverse change or disruption in market conditions, operation and business environment or government policies which may materially affect the business of the LMP Group and/or the Group.

The 2021 Chemicals Purchase Agreement (as amended by Supplemental Agreement) and the Revised Annual Caps is conditional upon the approval of the Independent Shareholders at the EGM.

REASONS FOR AND BENEFITS OF REVISING THE EXISTING ANNUAL CAPS

The 2021 Chemicals Purchase Agreement was negotiated and agreed on an arms’ length basis between the parties and based on normal commercial terms and it secures long-term and steady income on industrial chemical product sales to the Group. The close proximity of both LMP’s and the Company’s production facilities in some locations (for example, Jiangsu) also reduces transportation costs and provides a convenient and efficient platform for the Group to supply LMP with its industrial chemical products.

– 13 –

LETTER FROM THE BOARD

Upon review of the actual amount of industrial chemical products transacted for the year ended 31 December 2021 and the three months ended 31 March 2022, it is evident that the demand for industrial chemical products for the production needs of the LMP Group has significantly increased due to change in craftsmanship and/or expanded production in various production sites in the PRC and southeast Asia. Also, due to the significant fluctuation in the market price of the industrial chemical products in the year of 2021 and early 2022 due to the revitalization of the manufacturing sector in the PRC driving up the market price of various chemical products which is beyond the original expectation when determining the Existing Annual Caps in late 2020, there is an imminent need to increase the Existing Annual Caps so that the Group is able to continue securing a steady flow of purchase orders from LMP. It is imperative to ensure continuity of utilisation of the Group’s production capacity in order to generate sales and therefore the Group is seeking approval of the Revised Annual Caps ahead of time, The increased sales and price of industrial chemical products also allows the Group to generate additional revenue for the remaining term of the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement).

INFORMATION ON THE PARTIES

LMP and its subsidiaries are principally engaged in large-scale paper manufacturing and specialize in the production of linerboard, corrugating medium and tissue paper.

The Group is principally engaged in the manufacture and sale of chemical products.

LISTING RULES IMPLICATIONS

Mr. Lee Man Yan, the ultimate controlling shareholder of the Company holding 65% issued shares of the Company as at the Latest Practicable Date, is an associate of Dr. Lee Man Chun Raymond and Mr. Lee Man Bun, both executive directors of LMP. As at the Latest Practicable Date, Dr. Lee Man Chun Raymond and Mr. Lee Man Bun (both executive directors of LMP) each holds 31.48%, Mr. Li King Wai Ross (an executive director of LMP and brother-in-law of Dr. Lee Man Chun Raymond, Mr. Lee Man Bun and Mr. Lee Man Yan) holds 0.11% and Professor Poon Chung Kwong (a non-executive director of LMP) holds 0.002% of the issued shares of LMP. Furthermore, Dr. Lee Wan Keung Patrick directly holds 417,111,920 shares in LMP and Ms. Lee Wong Wai Kuen (the spouse of Dr. Lee Wan Keung Patrick) directly holds 10,000,000 shares in LMP, and as at the Latest Practicable Date, both hold and are deemed to be interested in 427,111,920 shares in LMP, representing approximately 9.89% of the issued shares of LMP. The remaining 27.04% of the issued shares in LMP are held by public shareholders.

Therefore, LMP is a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) constitute a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. As at the Latest Practicable Date, the Company does not hold any shares in LMP and vice versa.

– 14 –

LETTER FROM THE BOARD

Under Rule 14A.36 of the Listing Rules, any shareholder who has a material interest in a proposed transaction must abstain from voting at the relevant general meeting on the relevant resolution(s). As at the Latest Practicable Date, Mr. Lee Man Yan and his associates are interested in 618,750,000 shares of the Company, representing approximately 75% of the shares in the Company. Mr. Lee Man Yan and his associates will abstain from voting at the EGM of the Company to approve the Supplemental Agreement. Save for the aforesaid and to the best of the information, knowledge and belief of the Directors having made all reasonable enquiries, no other Shareholder is required to abstain from voting at the EGM.

Ms. Wai Siu Kee and Mr. Lee Man Yan (who are Directors and are associates of Dr. Lee Man Chun Raymond and Mr. Lee Man Bun), and Mr. Wong Kai Tung Tony who is a director of both LMP and the Company, had abstained from voting on the board resolutions of the Company in relation to the Supplemental Agreement. Save for the aforesaid, no other Director has any material interest in the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) or was required to abstain from voting at the board meeting of the Company in relation to the same.

The Independent Board Committee comprising Mr. Wan Chi Keung Aaron and Mr. Heng Victor Ja Wei, has been established by the Company to advise the Independent Shareholders on, among other things, whether the terms of the Supplemental Agreement (including the Revised Annual Caps thereunder) are fair and reasonable. As Mr. Wong Kai Tung Tony is an independent non-executive director of both LMP and the Company, he has been excluded from the Independent Board Committee to avoid any potential conflict of interest that may arise. Please refer to pages 18 to 19 of this circular for the “Letter from the Independent Board Committee”.

Lego Corporate Finance Limited has been appointed as the independent financial adviser of the Company to advise the Independent Board Committee and the Independent Shareholders in this regard. Please refer to pages 20 to 36 of this circular for the “Letter from Lego”.

PROPOSALS FOR ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

On 1 January 2022, the Listing Rules were amended by, among others, adopting a uniform set of 14 core standards for shareholder protections for issuers regardless of their place of incorporation set out in Appendix 3 to the Listing Rules. Furthermore, the Company proposes to modernize and provide flexibility to the Company in relation to the conduct of general meetings.

The Board proposes to make certain amendments to the Memorandum and Articles of Association to (i) conform to the said core standards for shareholder protections; (ii) allow a

– 15 –

LETTER FROM THE BOARD

general meeting to be held as an electronic meeting or a hybrid meeting; (iii) bring the Articles of Association in line with amendments made to the Listing Rules and the applicable law and procedures in the Cayman Islands; and (iv) and to incorporate certain housekeeping changes. The Board also proposes to adopt the new Memorandum and Articles of Association in substitution for, and to the exclusion of, the existing Memorandum and Articles of Association.

The full text of the proposed New Memorandum and Articles of Association is set out in Appendix II to this circular. A special resolution will be proposed at the EGM to approve the proposed amendments to the Memorandum and Articles of Association. The New Memorandum and Articles of Association will become effective upon the approval by the Shareholders at the EGM.

The Company’s legal advisers have confirmed that the proposed amendments conform with the requirements of the Listing Rules and the Cayman Islands laws. The Company also confirms that there is nothing unusual about the proposed amendments for a company listed in Hong Kong.

POLL PROCEDURE

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions set out in the notice of the EGM shall be voted by poll. Votes may be given either personally or by proxy.

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee as set out on pages 18 to 19 of this circular which contains its recommendation to the Independent Shareholders in respect of the resolution to approve the Supplemental Agreement and the transactions contemplated thereunder (including the Revised Annual Caps).

Your attention is also drawn to the letter from Lego as set out on pages 20 to 36 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in respect of the Supplemental Agreement and the transactions contemplated thereunder (including the Revised Annual Caps).

The Board (including the members of the Independent Board Committee whose opinion is given after considering the advice of Lego) is of the view that the terms of the Supplemental Agreement (including the Revised Annual Caps) are fair and reasonable and the transactions contemplated under the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) are conducted in the ordinary and usual course of business of the Group, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Supplemental Agreement and the transactions contemplated thereunder (including the Revised Annual Caps).

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LETTER FROM THE BOARD

The Board is also of the view that the proposed adoption of new memorandum and articles of association is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the special resolution to be proposed at the EGM to approve the adoption of the new memorandum and articles of association.

FURTHER INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

By Order of the Board Lee & Man Chemical Company Limited Wai Siu Kee Chairman

– 17 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

LEE & MAN CHEMICAL COMPANY LIMITED 理文化工有限公司

(Incorporated in the Cayman Islands and its members’ liability is limited) Website: www.leemanchemical.com

(Stock Code: 746)

1 June 2022

To the Independent Shareholders

Dear Sir or Madam,

REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTION

We have been appointed as the members of the Independent Board Committee to advise the Independent Shareholders in respect of the resolution to approve the Supplemental Agreement and the transactions contemplated thereunder (including the Revised Annual Caps), details of which are set out in the “Letter from the Board” contained in the circular of the Company (the “ Circular ”) of which this letter forms part. Unless the context otherwise requires, terms defined in the Circular shall have the same meanings when used in this letter.

Your attention is drawn to the “Letter from the Board”, the advice of Lego in its capacity as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Supplemental Agreement and the transactions contemplated thereunder (including the Revised Annual Caps), as set out in the “Letter from Lego” as well as other additional information set out in other parts of the Circular.

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having taken into account the advice of, and the principal factors and reasons considered by, Lego in relation thereto as stated in its letter, we consider the terms of the Supplemental Agreement (including the Revised Annual Caps) to be fair and reasonable and the transactions contemplated under the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) to be on normal commercial terms, in the ordinary and usual course of business of the Group and are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Supplemental Agreement and the transactions contemplated thereunder (including the Revised Annual Caps).

Yours faithfully,

Independent Board Committee

Lee & Man Chemical Company Limited

Mr. Heng Victor Ja Wei Independent Non-executive Director

Mr. Wan Chi Keung Aaron BBS JP Independent Non-executive Director

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LETTER FROM LEGO

The following is the full text of the letter of advice from Lego Corporate Finance Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Supplemental Agreement (including the Revised Annual Caps), which has been prepared for the purpose of inclusion in this circular.

==> picture [432 x 45] intentionally omitted <==

1 June 2022

To the Independent Board Committee and the Independent Shareholders

Dear Sirs or Madams,

REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTION

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Supplemental Agreement (including the Revised Annual Caps), details of which are set out in the letter from the Board (the “ Letter from the Board ”) contained in the circular issued by the Company to the Shareholders dated 1 June 2022 (the “ Circular ”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise requires.

References are made to the joint announcement of LMP and the Company dated 31 December 2020 and the circular of the Company dated 5 February 2021 in relation to, among other things, the 2021 Chemicals Purchase Agreement entered into between the Company and LMP, pursuant to which the Group would supply various industrial chemical products to the LMP Group for the three years commencing from 1 January 2021 up to and including 31 December 2023.

Reference is also made to the joint announcement of LMP and the Company dated 25 April 2022. On 25 April 2022, LMP and the Company entered into the Supplemental Agreement to amend the Existing Annual Caps to the Revised Annual Caps for the 2021 Chemicals Purchase Agreement. Save for such revision, the principal terms under the 2021 Chemicals Purchase Agreement remain the same.

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LETTER FROM LEGO

Date, Dr. Lee Man Chun Raymond and Mr. Lee Man Bun (both executive directors of LMP) each holds 31.48%, Mr. Li King Wai Ross (an executive director of LMP and brother-in-law of Dr. Lee Man Chun Raymond, Mr. Lee Man Bun and Mr. Lee Man Yan) holds 0.11% and Professor Poon Chung Kwong (a non-executive director of LMP) holds 0.002% of the issued shares of LMP. Furthermore, Dr. Lee Wan Keung Patrick directly holds 417,111,920 shares in LMP and Ms. Lee Wong Wai Kuen (the spouse of Dr. Lee Wan Keung Patrick) directly holds 10,000,000 shares in LMP, and as at the Latest Practicable Date, both hold and are deemed to be interested in 427,111,920 shares in LMP, representing approximately 9.89% of the issued shares of LMP. The remaining 27.04% of the issued shares in LMP are held by public shareholders. Accordingly, LMP is a connected person of the Company under Chapter 14A of the Listing Rules and the transactions (the “ Chemicals Transactions ”) contemplated under the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) constitute a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. The relevant percentage ratios under the Listing Rules in respect of the Revised Annual Caps are more than 5% and more than HK$10 million. Accordingly, the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) and the Revised Annual Caps are subject to the reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising Mr. Wan Chi Keung Aaron and Mr. Heng Victor Ja Wei, has been established by the Company to advise the Independent Shareholders on, among other things, whether the terms of the Supplemental Agreement (including the Revised Annual Caps) are fair and reasonable. As Mr. Wong Kai Tung Tony is an independent non-executive Director of both LMP and the Company, he has been excluded from the Independent Board Committee to avoid any potential conflict of interest that may arise. We, Lego Corporate Finance Limited, have been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

OUR INDEPENDENCE

As at the Latest Practicable Date, we did not have any relationships or interests with the Company or any other parties that could reasonably be regarded as relevant to our independence. In the last two years prior to the Latest Practicable Date, there was no engagement between the Company and us. Apart from normal professional fees paid or payable to us in connection with this appointment as the Independent Financial Adviser, no arrangement exists whereby we had received or will receive any fees or benefits from the Company. Accordingly, we consider that we are eligible to give independent advice in respect of the Supplemental Agreement (including the Revised Annual Caps).

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LETTER FROM LEGO

BASIS OF OUR OPINION

In formulating our opinion and recommendations to the Independent Board Committee and the Independent Shareholders, we have relied on the information, facts and representations contained or referred to in the Circular and the information, opinions and representations provided or expressed to us by the Directors and/or the management of the Company (the “ Management ”). We have assumed that all the information, facts and representations contained or referred to in the Circular, and all the information, opinions and representations provided or expressed by the Directors and/or the Management, for which they are solely responsible, were true, accurate and complete in all material respects at the time when they were provided and continue to be so as at the Latest Practicable Date and that they may be relied upon in formulating our opinion. We have also assumed that all such opinions and statements of intention or belief expressed by the Directors and/or the Management and those as set out or referred to in the Circular were reasonably made after due and careful enquiries.

The Directors have confirmed to us that no material facts have been withheld or omitted from the information provided, representations made or opinions expressed. We have no reason to suspect that any relevant information has been withheld or omitted, nor are we aware of any facts or circumstances which would render the information provided, representations made or opinions expressed to us untrue, inaccurate or misleading. We consider that we have been provided with, and have reviewed, sufficient information currently available, and that we have performed all the necessary steps to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. We have not, however, carried out any independent verification of the information provided, representations made or opinion expressed by the Directors and/or the Management, nor have we conducted any form of in-depth investigation into the businesses, affairs, operations, financial position or future prospects of the Group. Our opinion is necessarily based on the financial, economic, market and other conditions in effect, and the information made available to us, as at the Latest Practicable Date.

The 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 Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in the 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 therein or the Circular misleading.

This letter is issued for the information of the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Supplemental Agreement (including the Revised Annual Caps). Except for its inclusion in the Circular, this letter is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes without our prior written consent.

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LETTER FROM LEGO

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion in respect of the Supplemental Agreement (including the Revised Annual Caps), we have considered the following principal factors and reasons:

I. Background information of the parties involved

1. Information of the Group

The Group is principally engaged in the manufacture and sales of chemical products. The Group’s operations are located in the PRC and its production facilities are based in Jiangsu Province, Jiangxi Province and Guangdong Province. As stated in the annual report of the Company for the year ended 31 December 2021 (the “ Annual Report 2021 ”), most of the Group’s revenue from external customers were derived from the PRC for the two years ended 31 December 2021.

Set out below is a summary of the financial results of the Group for the three years ended 31 December 2021 as extracted from the Annual Report 2021 and the annual report of the Company for the year ended 31 December 2020 (the “ Annual Report 2020 ”):

	For the year ended 31 December	For the year ended 31 December	For the year ended 31 December
	2021	2020	2019
	HK$’000	HK$’000	HK$’000
	(audited)	(audited)	(audited)
Revenue	5,185,942	3,099,685	3,476,571
Gross profit	2,338,924	1,131,532	1,386,114
Profit attributable to
owners of the Company
for the year	1,288,009	502,628	700,771
Gross profit margin	45.1%	36.5%	39.9%
Net profit margin	24.8%	16.2%	20.2%

For the year ended 31 December 2021

Revenue of the Group amounted to approximately HK$5,185.9 million for the year ended 31 December 2021, representing an increase of approximately 67.3% as compared to that of approximately HK$3,099.7 million for the year ended 31 December 2020. As disclosed in the Annual Report 2021, such increase was primarily due to the increase in unit selling price across most of the Group’s main products driven by their keen demand during the year. As further disclosed in the Annual Report 2021, the Group has benefited from the rapid recovery of the industrial market in the PRC in 2021, particularly in the second half of the

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LETTER FROM LEGO

year. The fluctuation in the prices of raw materials did not significantly affect the Group’s profitability, and on the contrary, stimulated the market prices of chemical products. As a result, the Group recorded a significant improvement in its gross profit and profit attributable to owners of the Company for the year ended 31 December 2021, which increased by approximately 106.7% and 156.3% as compared to those for the year ended 31 December 2020, respectively. Meanwhile, the Group’s gross profit margin rose by 8.6 percentage points year-on-year to 45.1% and the net profit margin also climbed by 8.6 percentage points year-on-year to 24.8%.

For the year ended 31 December 2020

Revenue of the Group amounted to approximately HK$3,099.7 million for the year ended 31 December 2020, representing a decrease of approximately 10.8% as compared to that of approximately HK$3,476.6 million for the year ended 31 December 2019. As disclosed in the Annual Report 2020, such decrease was primarily due to the effect of the COVID-19 pandemic, rendering the selling prices of the Group’s chemical products to slide to the low-end after the production resumed in 2020. In addition, for the year ended 31 December 2020, the Group’s gross profit and profit attributable to owners of the Company decreased by approximately 18.4% and 28.3%, respectively, as compared to those for the year ended 31 December 2019. Such decrease was mainly attributable to a decrease in the Group’s gross profit margin and net profit margin for the year ended 31 December 2020 by approximately 3.4 percentage points and 4.0 percentage points, respectively, as compared to those for the year ended 31 December 2019 as a result of the drop in selling prices of the chemical products which imposed pressure on the Group’s profitability.

2. Information of the LMP Group

LMP and its subsidiaries are principally engaged in large-scale paper manufacturing and specialise in the production of linerboard, corrugating medium and tissue paper. With reference to the annual report of LMP for the year ended 31 December 2021 (the “ LMP Annual Report 2021 ”), the major source of revenue of the LMP Group was the sales of packaging paper which contributed over 80% of its revenue for the year. Furthermore, over 90% of the LMP Group’s revenue for the year ended 31 December 2021 were derived from external customers in the PRC.

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LETTER FROM LEGO

Set out below are the information on production capacity of the manufacturing plants of the LMP Group in 2020 and 2021 as extracted from the annual report of LMP for the year ended 31 December 2020 and the LMP Annual Report 2021, respectively:

		Annual production capacity	Annual production capacity
Location		2020	2021
1.	Dongguan (Huangyong)	590,000 tons of paper	590,000 tons of paper
2.	Jiangsu (Changshu)	1,120,000 tons of	1,120,000 tons of
		paper	paper
3.	Guangdong (Hongmei)	2,300,000 tons of	2,300,000 tons of
		paper and 110,000	paper and 110,000
		tons of tissue paper	tons of tissue paper
4.	Chongqing (Yongchuan)	900,000 tons of paper,	900,000 tons of paper,
		180,000 tons of	180,000 tons of
		pulp and 575,000	pulp and 575,000
		tons of tissue paper	tons of tissue paper
5.	Jiangxi (Jiujiang)	720,000 tons of paper	720,000 tons of paper
		and 210,000 tons of	and 310,000 tons of
		tissue paper	tissue paper
6.	Vietnam (Hau Giang)	550,000 tons of	550,000 tons of
		paper/products	paper/products
7.	Malaysia (Selangor)	350,000 tons of paper	700,000 tons of paper
		and 400,000 tons of	and 400,000 tons of
		pulp board	pulp board
8.	Indonesia (Batam)	240,000 tons of pulp	240,000 tons of pulp
		board	board
Total		8,245,000 tons of	8,695,000 tons of
		paper and related	paper and related
		products	products

II. Revision of the Existing Annual Caps and basis of determination

1. Reasons for and benefits of revising the Existing Annual Caps

As discussed under the section headed “I. Background information of the parties involved – 1. Information of the Group” above, the Group is principally engaged in the manufacture and sale of chemical products. Therefore, the Chemicals Transactions are in line with the principal business of the Group. On the other hand, chemical products are the necessary inputs for the production of paper and hence, the LMP

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LETTER FROM LEGO

Group has to purchase various quality chemical products, either from the Group or other independent third-party suppliers, from time to time in its ordinary and usual course of business.

As advised by the Management, the LMP Group and the Group have been closely monitoring the prices of and demand for industrial chemical products for the production needs of the LMP Group. As disclosed in the Letter from the Board, upon review of the actual amount of industrial chemical products transacted for the year ended 31 December 2021 and the three months ended 31 March 2022, it is evident that the demand for industrial chemical products for the production needs of the LMP Group has significantly increased due to change in craftsmanship and/or expanded production in various production sites in the PRC and Southeast Asia. As further advised by the Management, the revitalisation of the manufacturing sector and rapid industrial recovery in the PRC since the second half of 2021 have been driving up the market prices of various chemical products, which is beyond the original expectation when determining the Existing Annual Caps in late 2020. In particular, we noted from the Annual Report 2021 that the average selling prices of the Group’s primary chemical products in 2021 significantly increased as compared to those in 2020, ranging from approximately 8% to 90% with an average of approximately 45%. Further details are discussed in the sub-section headed “5. Assessment of the Revised Annual Caps” below.

Moreover, the actual transaction amount of the Chemicals Transactions for the year ended 31 December 2021 amounted to approximately RMB153.4 million, which represented a high utilisation of the Existing Annual Cap of approximately 87.7%. For the three months ended 31 March 2022, the actual transaction amount was approximately RMB49.4 million. For illustrative purpose only, the annualised transaction amount for the year ending 31 December 2022 would be approximately RMB197.6 million which would exceed the Existing Annual Cap of RMB175 million, indicating that the Existing Annual Cap for the year ending 31 December 2022 may be insufficient. Further details are discussed in the sub-section headed “4. Review on the historical transaction amounts” below. In view of the above, we agree with the Directors that there is a need to increase the Existing Annual Caps so that the Group will be able to continue to supply quality industrial chemical products to the LMP Group in order to fulfil its production needs so as to maintaining the business relationship between the Group and LMP Group and to increase the income stream of the Group.

Based on our discussion with the Management, we understand that the Group has been supplying various industrial chemical products to the LMP Group for the production of paper and related products for over 10 years and thereby has established and maintained a close business relationship with the LMP Group. Given the Chemicals Transactions shall be conducted on normal commercial terms that are fair and reasonable as discussed in the circular of the Company dated 5 February 2021, the

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LETTER FROM LEGO

potential increase in sales of industrial chemical products by the Revised Annual Caps allows the Group to generate additional revenue for the remaining term of the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement), which is beneficial to the business development of the Group.

Having considered the above reasons and benefits, we concur with the Directors’ view that the Chemicals Transactions are conducted in the ordinary and usual course of business of the Group and the revision of the Existing Annual Caps is in the interests of the Company and the Shareholders as a whole.

2. Principal terms of the Supplemental Agreement

Date

25 April 2022

Parties

(i) LMP (as purchaser)
(ii) Company (as supplier)

Subject matter

The parties conditionally agreed to revise the annual cap for the Chemical Transactions for each of the two years ending 31 December 2023 from RMB175 million to RMB320 million, subject to the Independent Shareholders’ approval at the EGM. Save for the Revised Annual Caps, the principal terms (including the payment terms) under the 2021 Chemicals Purchase Agreement remain the same.

For our due diligence purpose, we have obtained and reviewed the 2021 Chemicals Purchase Agreement and the Supplemental Agreement. We noted that, save for the proposed revision of the Existing Annual Caps to the Revised Annual Caps in the Supplement Agreement, all other terms and conditions under the 2021 Chemicals Purchase Agreement shall remain in full force and effect. We were also not aware of any unusual terms contained in the Supplemental Agreement. Hence, we are of the view that the terms of the Supplemental Agreement are on normal commercial terms.

3. Key terms of the 2021 Chemicals Purchase Agreement

For the Independent Shareholders’ reference, we set out below certain key terms of the 2021 Chemicals Purchase Agreement as extracted from the letter from the Board contained in the circular of the Company dated 5 February 2021. Please refer to such circular for the detailed terms of the 2021 Chemicals Purchase Agreement.

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LETTER FROM LEGO

Nature of transaction

Pursuant to the 2021 Chemicals Purchase Agreement, the Group supplies a wide spectrum of industrial chemical products to the LMP Group, depending on the LMP Group’s needs from time to time and the Group’s evolving product range taking into account future technical enhancements and/or new development of products. The Group provides industrial chemical products to the LMP Group that include, but are not limited to caustic soda, styrene-acrylic latex surface sizing agent and polyaluminium chloride.

Term

3 years commencing from 1 January 2021 up to and including 31 December 2023.

Payment

Delivery will be made by the Group within 3 business days of the placement of the relevant purchase order by the LMP Group specifying the type and amount of industrial chemical products required. The relevant member of the Group will issue monthly sales invoices to the relevant member of the LMP Group and such invoices shall be settled in cash by the relevant member of the LMP Group (using its internal resources) within 30 days of the date of issue of the sales invoices.

Pricing policy

The price and terms of payment under the 2021 Chemicals Purchase Agreement will be determined with reference to the prevailing market prices at the relevant time when purchase orders are made. In determining such prices and terms of sales to the LMP Group, the Group would in its ordinary course go through its internal procedures in order to determine the final selling price to ensure that it is fair and reasonable, on normal commercial terms and, to the extent these are connected transactions, comparable to those offered to independent third-party customers.

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LETTER FROM LEGO

4. Review on the historical transaction amounts

The following table sets out (i) the actual transaction amount of the Chemicals Transactions incurred for the year ended 31 December 2021 and the three months ended 31 March 2022 as extracted from the Letter from the Board; and (ii) the Existing Annual Caps for the relevant years:

	For the year	For the three	For the year
	ended	months ended	ending
	31 December	31 March	31 December
	2021	2022	2022
	RMB million	RMB million	RMB million
Transaction amount	153.4	49.4	197.6
			(Note)
Existing Annual Caps	175	175	175
Utilisation rate	87.7%	28.2%	112.9%
			(Note)

Note: For illustrative purpose only, the transaction amount for the year ending 31 December 2022 is calculated by annualising the actual transaction amount for the three months ended 31 March 2022 without taking into account other factors such as the potential price fluctuation of the chemical products and the increase in demand for chemical products from the LMP Group, and thus the actual transaction amount for the year ending 31 December 2022 and the corresponding utilisation rate may be varied.

As illustrated in the table above, the actual transaction amount of the Chemicals Transactions for the year ended 31 December 2021 amounted to approximately RMB153.4 million, which represented a high utilisation of the Existing Annual Cap of approximately 87.7%. For the three months ended 31 March 2022, the actual transaction amount was approximately RMB49.4 million. For illustrative purpose only, the annualised transaction amount for the year ending 31 December 2022 would be approximately RMB197.6 million which would exceed the Existing Annual Cap of RMB175 million, indicating that the Existing Annual Cap for the year ending 31 December 2022 may be insufficient.

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LETTER FROM LEGO

5. Assessment of the Revised Annual Caps

Under the Supplemental Agreement, the annual cap for each of the two years ending 31 December 2023 is proposed to be revised as follows:

			For the year	For the year
			ending	ending
			31 December	31 December
			2022	2023
			RMB million	RMB million
Existing	Annual	Caps	175	175
Revised	Annual	Caps	320	320

As disclosed in the Letter from the Board, the Revised Annual Caps are determined with reference to (i) the actual transaction amount of purchases by the LMP Group under the 2021 Chemicals Purchase Agreement for the year ended 31 December 2021 and the three months ended 31 March 2022; (ii) LMP Group’s anticipated consumption requirements for the remaining term of the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement); (iii) the production capacity and estimated quantity of industrial chemical products to be manufactured by the Group; and (iv) the anticipated market price fluctuations of the industrial chemical products for the two years ending 31 December 2023.

In assessing the fairness and reasonableness of the Revised Annual Caps, we have discussed with the Management regarding the principal bases and assumptions adopted for determining the Revised Annual Caps. We were given to understand that the sales of chemical products by the Group to the LMP Group are mainly driven by the expected demand for chemical products from different manufacturing plants of the LMP Group.

For our due diligence purpose, we have obtained from the Company and reviewed the projection table in respect of the estimated annual transaction amount for the sales of chemical products by the Group to the LMP Group for the two years ending 31 December 2023 (the “ Projection Table ”). We noted from the Projection Table that such estimated annual transaction amount, which is the same for each of the two years ending 31 December 2023, is derived from multiplying the estimated quantities of various chemical products to be purchased by the LMP Group by the estimated selling prices of such chemical products.

In determining the estimated quantities of the chemical products to be purchased from the Group, the LMP Group estimated the annual consumption volume of different chemical products with reference to its historical purchase quantities from the Group in 2021 and the first three months of 2022 after taking into account (i) the respective production capacities of its manufacturing plants; (ii) the change in craftsmanship in

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LETTER FROM LEGO

certain manufacturing plants; and (iii) the increased demand for its paper products and their resulting increased demand in chemical products and the expected portion to be purchased from the Group. In this respect, we have obtained and reviewed the LMP Group’s historical purchase quantities of chemical products from the Group in 2021 and the first three months of 2022 and the latest production capacities of the manufacturing plants of the LMP Group. We noted that the LMP Group has factored in the expanded production capacities of its manufacturing plants in Malaysia and Jiangxi Province when estimating the annual consumption volume of the chemical products. Moreover, we have conducted independent online research on the new craftsmanship to be adopted by the LMP Group in some of its manufacturing plants and noted that the necessary chemical products under the new craftsmanship are generally consistent with the types of chemical products with increased demand from the LMP Group in the Projection Table.

With respect to the estimated selling prices of the chemical products, the Group determined the estimated selling prices with reference to the historical selling price ranges of the chemical products in 2021 and the recent market prices in 2022. In this respect, we have obtained and reviewed a table summarising the historical selling price ranges of the relevant chemical products in 2021 and noted that the estimated selling prices adopted in the Projection Table are within the relevant price ranges.

It is also noted that the Management has applied a buffer of approximately 3.6% to the aggregate annual transaction amount derived from the Projection Table to arrive at the Revised Annual Caps. As advised by the Management, such buffer was applied to accommodate unforeseeable circumstances such as unexpected increase in demand for the chemical products from the LMP Group and/or unexpected price fluctuations of the chemical products during the remaining term of the 2021 Chemicals Purchase Agreement.

Based on our review on the annual report of the Company for the year ended 31 December 2019, the Annual Report 2020 and the Annual Report 2021, the average compound annual growth rate (“ CAGR ”) of the average selling prices of the Group’s primary chemical products from 2019 to 2021 was approximately 8.6%.

Additionally, we have conducted a search on the website of the Stock Exchange for circulars in respect of continuing connected transactions relating to sale and purchases of products/services published by listed companies in Hong Kong within three months prior to the date of the Supplemental Agreement (the “ CCT Circulars ”). We have identified an exhaustive list of 10 CCT Circulars which have disclosed the percentage of buffer applied in arriving at the proposed annual caps and noted that the buffers ranged from 5.0% to 20.0% with an average of approximately 13.0% and that the buffer of approximately 3.6% adopted by the Company was lower than such range and average.

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LETTER FROM LEGO

Taking into account that (i) the unforeseeable circumstances may take place during the remaining term of the 2021 Chemicals Purchase Agreement; (ii) the buffer was applied to allow flexibility in the event that the actual annual transaction amount exceeds the estimated annual transaction amount for the sales of chemical products by the Group to the LMP Group for the two years ending 31 December 2023; (iii) the average CAGR of the average selling prices of the Group’s primary chemical products from 2019 to 2021 was approximately 8.6%; and (iv) based on our findings on the CCT Circulars as mentioned above, the buffer of approximately 3.6% adopted by the Company tended to be conservative when compared with the recent market practice, we consider such buffer to be acceptable.

We have also taken into account the following factors to further assess the fairness and reasonableness of the Revised Annual Caps:

(i) the production capacity of the LMP Group has been increasing throughout the recent years. In particular, the annual production capacity for paper and related products of the LMP Group increased from approximately 8,245,000 tons in 2020 to approximately 8,695,000 tons in 2021, representing an increase of approximately 450,000 tons or a year-on-year growth of approximately 5.5%. As disclosed in the LMP Annual Report 2021, the LMP Group is actively expanding its recycled pulp business and the coverage and diversification of its production capacity with the aim of sustainably enhancing the LMP Group’s profitability. The second paper-making machine in the Malaysian plant was put into production in April 2021 with an annual capacity of 350,000 tons;
(ii) the LMP Group recorded a growing trend in sales volume of packaging paper and tissue paper in recent years. In particular, the sales volume of packaging paper increased from approximately 5,167,000 tons for the year ended 31 December 2017 to approximately 5,629,000 tons for the year ended 31 December 2021, whereas the sales volume of tissue paper increased from approximately 352,000 tons for the year ended 31 December 2017 to approximately 660,000 tons for the year ended 31 December 2021, in particular, the tissue paper production required more chemical products for meeting a higher level of hygienic standard;

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LETTER FROM LEGO

(iii) as disclosed in the Annual Report 2020 and the Annual Report 2021, set out below are the approximate average selling prices per ton of the Group’s primary chemical products for the year ended 31 December 2021 as compared to those for the last corresponding year:

		Average selling	Average selling	Average selling	Average selling	price
			(per	ton)
		For	the year	For the year
			ended			ended
		31 December		31 December
Chemical products			2020			2021	Variance
			RMB			RMB	(+/-)%
1.	methylene chloride		2,700			4,500	+67%
2.	chloroform		2,100			4,000	+90%
3.	caustic soda		630			820	+30%
4.	polytetrafluoroethylene		44,000			56,000	+28%
5.	hydrogen peroxide		1,040			1,120	+8%
					Maximum		+90%
					Minimum		+8%
						Average	+45%

As depicted in the above table, the average selling prices of the Group’s primary chemical products in 2021 significantly increased as compared to those in 2020, ranging from approximately 8% to 90% with an average of approximately 45%. Especially, the average selling price of chloroform has skyrocketed to approximately RMB4,000 per ton in 2021, representing an increase of approximately 90%. In light of the revitalisation of the manufacturing sector and rapid industrial recovery in China since the second half of 2021, the Directors expect that such price levels are likely to maintain or even further increase during the remaining term of the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement), assuming there will not be any adverse change or disruption in market conditions, operation and business environment or government policies which may materially affect the business of the Group;

(iv) meanwhile, the plastic restriction order implemented by the PRC government has led to a trend of using paper packaging instead of plastic, which has in turn driven the demand for packaging paper. In this regard, we noted that the “Opinions on Further Strengthening Treatment of Plastic Pollution” 《關於進一步加強塑料污染治理的意見》( ) was jointly promulgated by the National Development and Reform Commission and the Ministry of Ecology and Environment in January 2020, which (i) re-strengthened that the production, sales or usage of non-degradable plastic products shall be prohibited or limited in certain industries and provinces of the PRC; and (ii) promoted the usage of substitute materials such as paper for packaging; and

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LETTER FROM LEGO

(v) for illustrative purpose, the Revised Annual Caps of RMB320 million (approximately HK$384 million) accounts for approximately 7.4% of the Group’s total revenue for the year ended 31 December 2021. Given that it represents a relatively small portion of the Group’s total revenue from a historical perspective, the Directors consider, and we concur, that the Group would have ample capacity to handle the Chemicals Transactions under the proposed Revised Annual Caps.

Based on the above, we are of the view that the Revised Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned.

III. Internal control measures

We have discussed with and understood from the Company that it has adopted the following internal control measures to ensure that the Chemicals Transactions will be conducted on normal commercial terms and in accordance with the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement):

(i) upon receiving a pricing request from the LMP Group for chemical products, the marketing department of the Group will check against the prices and terms of recent sales with at least two independent third-party customers (for similar or comparable chemical products so far as practicable) as well as make reference to a number of relevant websites which publish latest pricing information from time to time;
(ii) before entering into any particular transaction with the LMP Group, the head of sales department of the Group will review the relevant findings on pricing and determine the final selling price with the LMP Group to ensure that the terms of the transaction are fair and reasonable and no more favourable than those available to independent third-party customers of the Group;
(iii) the senior management of the Group will conduct regular checks to review and assess whether the Chemicals Transactions are conducted in compliance with the aforesaid pricing policy and in accordance with the terms of the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement);
(iv) the finance department of the Company will closely monitor the transaction amounts to be incurred under the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) to ensure that the Revised Annual Caps will not be exceeded and, when there is any possibility that the transaction amounts will exceed the Revised Annual Caps, the finance department will report to the Management in a timely manner; and

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LETTER FROM LEGO

(v) the Group has engaged an independent professional adviser to provide internal audit services and to assist the Board (and its audit committee) in ongoing monitoring of the risk management and internal control systems of the Group and the relevant risk management report and internal control report will be submitted to the Board (and its audit committee) for review at least once a year.

We noted from the above that the Group has adopted a set of internal control measures to obtain the prevailing market prices and perform regular reviews to ensure that the Chemicals Transactions will be conducted on normal commercial terms and in accordance with the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement).

As advised by the Management, the Group generally adopts the same sales process (including the pricing determination procedures) for supplying chemical products to all of its customers, irrespective of whether they are connected persons or independent third parties. For our due diligence purpose, we have reviewed 15 sample transactions entered into between members of the Group and members of the LMP Group during the period from January 2021 to March 2022 and compared each of the sample transactions with two randomly-selected transactions with independent third-party customers of the Group conducted at or around the same time. Based on our review, we noted that the selling prices charged by the Group to the LMP Group were no less favourable than those charged by the Group to the relevant independent third-party customers for the same type of chemical product(s).

Furthermore, we noted from the Annual Report 2021 that the independent non-executive Directors reviewed the historical Chemicals Transactions under the 2021 Chemicals Purchase Agreement conducted during the year ended 31 December 2021 and confirmed that such transactions were entered into (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms or better; and (iii) according to the 2021 Chemicals Purchase Agreement on terms that are fair and reasonable and in the interests of the Shareholders as a whole. Besides, the auditor of the Company also confirmed to the Directors that nothing has come to its attention that causes it to believe that such transactions (i) have not been approved by the Board; (ii) were not, in all material aspects, in accordance with the pricing policies of the Company for transactions involving the provision of goods or services by the Group; (iii) were not entered into, in all material respects, in accordance with the 2021 Chemicals Purchase Agreement; or (iv) have exceeded the annual cap as set by the Company. The Chemicals Transactions will continue to be subject to the relevant annual review requirements pursuant to Rules 14A.55 to 14A.59 of the Listing Rules.

Taking the above into account, we are of the view that there are appropriate measures in place to govern the conduct of the Chemicals Transactions, thereby safeguarding the interests of the Independent Shareholders.

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LETTER FROM LEGO

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the opinion that (i) the Chemicals Transactions are conducted in the ordinary and usual course of business of the Group; (ii) the terms of the Supplemental Agreement are on normal commercial terms, and together with the Revised Annual Caps, are fair and reasonable so far as the Independent Shareholders are concerned; and (iii) the entering into of the Supplemental Agreement and the revision of the Existing Annual Caps are in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Supplemental Agreement (including the Revised Annual Caps).

Yours faithfully, For and on behalf of Lego Corporate Finance Limited Kristie Ho Managing Director

Ms. Kristie Ho is a licensed person registered with the Securities and Futures Commission and a responsible officer of Lego Corporate Finance Limited to carry out Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong). She has over 15 years of experience in the securities and investment banking industries.

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GENERAL INFORMATION

APPENDIX I

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 Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

1. DISCLOSURE OF INTERESTS

1. Interests and short positions of Directors and chief executives in the share capital of the Company and its associated corporation

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company 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 were required to be (i) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which the Directors and the chief executives of the Company were taken or deemed to have under such provisions of the SFO); or (ii) recorded in register required to be kept by the Company pursuant to section 352 of the SFO; or (iii) notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “ Model Code ”) contained in the Listing Rules were as follows:

Directors’ interests in the Shares

		Number of
		Shares interest	Approximate %
Name of Director	Capacity	(Long Position)	of Shares
Lee Man Yan	Beneficial owner	536,250,000	65%
Wai Siu Kee	Beneficial owner	82,500,000	10%

Details of share options held by a Director

	Date of grant of	Exercise	Exercise	Number of	Approximate
Name of Director	share options	price	period	share options	% of Shares
		(HK$)
Lee Man Yan	14.07.2017	3.72	01.04.2022–	82,500,000	10%
			31.03.2027

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GENERAL INFORMATION

APPENDIX I

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and the chief executives of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of the SFO) which were required, pursuant to section 352 of the SFO, to be entered into the register referred to therein, or were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he was taken or deemed to have under such provisions of the SFO) or the Model Code.

2. Interests and short position of Shareholders in the Shares, underlying Shares and debentures of the Company

As at the Latest Practicable Date, so far as was known to the Directors, shareholders (other than Directors and chief executives of the Company) who had interests and short positions in the shares, underlying shares or debentures of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO were as follows:

Notifiable interests in Shares

			Approximate
			% of interest
			in the issued
			share capital
		Number of	of the
Name of Shareholder	Capacity	Shares held	Company
Ms. Kwok Ching Yee	Interest of Spouse	536,250,000	65%
Lorinda

Save as disclosed above, as at the Latest Practicable Date, the Company has not been notified by any person (other than Directors or chief executives of the Company) who had interests or short positions in the shares, underlying shares or debentures of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO.

2. LITIGATION

Neither the Company nor any of its subsidiaries are engaged in any litigation or arbitration of material importance and, so far as the Directors are aware, no litigation or arbitration of material importance is pending or threatened against the Group.

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GENERAL INFORMATION

APPENDIX I

3. MATERIAL ADVERSE CHANGE

The Directors confirm that, as at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading positions of the Group since 31 December 2021, the date to which the latest published audited consolidated financial statements of the Group were made up.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors have entered into or propose to enter into any service contract with the Company or any of its subsidiaries which will not expire or may not be terminated by the Group within one (1) year without the payment of compensation other than statutory compensation.

5. COMPETING INTERESTS

None of the Directors and their respective close associates were interested in any business apart from the Group’s business which competed or was likely to compete, either directly or indirectly, with the business of the Group as at the Latest Practicable Date.

6. EXPERT

(a) The following is the qualification of Lego, which has given its opinion or advice which is contained in this circular:

Name

Qualification

Lego Corporate a corporation licensed by the SFC for carrying out Type 6 Finance Limited (advising on corporate finance) regulated activity under the SFO

(b) As at the Latest Practicable Date, Lego did not have any shareholding, direct or indirect, in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group, nor did it have any interest, direct or indirect, in any assets which had, since 31 December 2021, being the date up to which the latest published audited financial statements of the Group were made up, been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.
(c) Lego has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which they appear.

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GENERAL INFORMATION

APPENDIX I

7. DIRECTOR’S INTERESTS IN ASSETS/CONTRACTS AND OTHER INTERESTS

(a) None of the Directors have any direct or indirect interests in any assets which have been 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 since 31 December 2021, being the date up to which the latest published audited financial statements of the Group were made up.
(b) None of the Directors are materially interested in any contract or arrangement entered into by any member of the Group subsisting at the date of this circular which is significant in relation to the business of the Group.

8. MISCELLANEOUS

(a) The company secretary of the Company is Mr. Ho Chun Ho Jason, who is a member of the Hong Kong Institute of Certified Public Accountants.
(b) The registered office of the Company is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The principal place of business of the Company in Hong Kong is located at 8th Floor, Liven House, 61–63 King Yip Street, Kwun Tong, Kowloon, Hong Kong.
(c) In the event of inconsistency, the English language text of this circular shall prevail over the Chinese language text.

9. DOCUMENTS ON DISPLAY

A copy of each of the 2021 Chemicals Purchase Agreement and the Supplemental Agreement will be published on the websites of the HKExnews (www.hkexnews.hk) and the Company (www.leemanchemical.com) for a period of not less than 14 days from the date of this circular.

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

In case of inconsistency between the English and Chinese version, the English version shall prevail.

THE COMPANIES LAW COMPANIES ACT (REVISED) COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

Lee & Man Holding Chemical Company Limited

( ~~Adopted at the annual general meeting of the Company held on 12th August, 2005~~ as adopted by special resolution passed on [•] 2022)

The name of the Company is Lee & Man ~~Holding~~ Chemical Company Limited .
The Registered Office of the Company shall be at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands ~~the offices of Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies~~ .
Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted and shall include, but without limitation:
(a) to act and to perform all the functions of a holding company in all its branches and to co-ordinate the policy and administration of any subsidiary company or companies wherever incorporated or carrying on business or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled directly or indirectly by the Company;
(b) to act as an investment company and for that purpose to acquire and hold upon any terms and, either in the name of the Company or that of any nominee, shares, stock, debentures, debenture stock, annuities, notes, mortgages, bonds, obligations and securities, foreign exchange, foreign currency deposits and commodities, issued or guaranteed by any company wherever incorporated or carrying on business, or by any government, sovereign, ruler, commissioners, public body or authority, supreme, municipal, local or otherwise, by original subscription, tender, purchase, exchange, underwriting, participation in syndicates or in any other manner and whether or not fully paid up, and to make payments thereon as called up or in advance of calls or

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

otherwise and to subscribe for the same, whether conditionally or absolutely, and to hold the same with a view to investment, but with the power to vary any investments, and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof, and to invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may be from time to time determined.

Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of The ~~Companies Law~~ Companies Act (Revised).
Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.
If the Company is exempted, it shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
The share capital of the Company is HK$500,000,000 divided into 5,000,000,000 shares of a nominal or par value of HK$0.10 each, with power for the Company insofar as is permitted by law to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the ~~Companies Law~~ Companies Act (Revised) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether stated to be preference or otherwise shall be subject to the powers hereinbefore contained.
The financial year end of the Company is 31 December or such other date as the Directors may from time to time decide and annex to this Memorandum.

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

In case of inconsistency between the English and Chinese version, the English version shall prevail.

The Companies Law Companies Act (Revised) Company Limited by Shares

SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION

Lee & Man Holding Chemical Company Limited

( ~~Adopted at the annual general meeting of the Company held on 12th August, 2005~~ as adopted by special resolution passed on [•] 2022)

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

INDEX

SUBJECT Table A Interpretation Share Capital Alteration Of Capital Share Rights Variation Of Rights Shares Share Certificates Lien Calls On Shares Forfeiture Of Shares Register Of Members Record Dates Transfer Of Shares Transmission Of Shares Untraceable Members General Meetings Notice Of General Meetings Proceedings At General Meetings Voting Proxies Corporations Acting By Representatives Written Resolutions Of Members Board Of Directors Retirement Of Directors Disqualification Of Directors Executive Directors Alternate Directors Directors’ Fees And Expenses Directors’ Interests General Powers Of The Directors Borrowing Powers Proceedings Of The Directors Managers Officers Register of Directors And Officers Minutes Seal Authentication Of Documents Destruction Of Documents	Article No.
	1 2 3 4–7 8–9 10–11 12–15 16–21 22–24 25–33 34–42 43–44 45 46–51 52–54 55 56–58 59–60 61–65 66–77 78–83 84 85 86 87–88 89 90–91 92–95 96–99 100–103 104–109 110–113 114–123 124–126 127–130 131 132 133 134 135

SUBJECT
Table A
Interpretation
Share Capital
Alteration Of Capital
Share Rights
Variation Of Rights
Shares
Share Certificates
Lien
Calls On Shares
Forfeiture Of Shares
Register Of Members
Record Dates
Transfer Of Shares
Transmission Of Shares
Untraceable Members
General Meetings
Notice Of General Meetings
Proceedings At General Meetings
Voting
Proxies
Corporations Acting By Representatives
Written Resolutions Of Members
Board Of Directors
Retirement Of Directors
Disqualification Of Directors
Executive Directors
Alternate Directors
Directors’ Fees And Expenses
Directors’ Interests
General Powers Of The Directors
Borrowing Powers
Proceedings Of The Directors
Managers
Officers
Register of Directors And Officers
Minutes
Seal
Authentication Of Documents
Destruction Of Documents

Article No.

1
2
3
4–7
8–9
10–11
12–15
16–21
22–24
25–33
34–42
43–44
45
46–51
52–54
55
56–58
59–60
61–65
66–77
78–83
84
85
86
87–88
89
90–91
92–95
96–99
100–103
104–109
110–113
114–123
124–126
127–130
131
132
133
134
135

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

SUBJECT Dividends And Other Payments Reserves Capitalisation Subscription Rights Reserve Accounting Records Audit Notices Signatures Winding Up Indemnity Amendment To Memorandum And Articles Of Association And Name Of Company Information	Article No.
	136–145 146 147–148 149 150–152 153–158 159–161 162 163–164 165 166 167

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

TABLE A

The regulations in Table A in the Schedule to the ~~Companies Law~~ Companies Act (Revised) do not apply to the Company.

INTERPRETATION

(1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

WORD

MEANING

“Auditor”
the auditor of the Company for the time being and may include any individual or partnership.
“Articles”
these Articles in their present form or as supplemented or amended or substituted from time to time.
~~“associate”~~
~~the meaning attributed to it in the rules of the Designated Stock Exchange.~~
“Board” or “Directors”
the board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present.
“capital”
the share capital from time to time of the Company.
“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.
“clearing house”
a clearing house recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

“close associate”

in relation to any Director, shall have the same meaning as defined in the rules of the Designated Stock Exchange (“Listing Rules”) as modified from time to time, except that for purposes of Article 103 where the transaction or arrangement to be approved by the Board is a connected transaction referred to in the Listing Rules, it shall have the same meaning as that ascribed to “associate” in the Listing Rules.

“Company”

Lee & Man ~~Holding~~ Chemical Company Limited.

“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time;
“Company’s website”
the website of the Company to which any Member may have access, the address or domain name of which has been notified to the Members at the time the Company seeks the relevant Member’s consent for the purposes of Article 159.
“competent regulatory a competent regulatory authority in the territory where authority” the shares of the Company are listed or quoted on a stock exchange in such territory.
“debenture” and “debenture include debenture stock and debenture stockholder holder” respectively.
“Designated Stock a stock exchange in respect of which the shares of the Exchange” Company are listed or quoted and where such stock exchange deems such listing or quotation to be the primary listing or quotation of the shares of the Company.
“dollars” and “$”

dollars, the legal currency of Hong Kong.

“electronic communication” a communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other electron magnetic means in any form through any medium.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

“electronic meeting”
a general meeting held and conducted wholly and exclusively by virtual attendance and participation by Members and/or proxies by means of electronic facilities.
“head office” such office of the Company as the Directors may from time to time determine to be the principal office of the Company.
“hybrid meeting” a general meeting convened for the (i) physical attendance by Members and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by Members and/or proxies by means of electronic facilities.
“Law”
The ~~Companies Law~~ Companies Act, Cap. 22 ~~(Law 3 of 1961, as consolidated and revised)~~ (Revised) of the Cayman Islands.
“Meeting Location” has the meaning given to it in Article 64A.
“Member”
a duly registered holder from time to time of the shares in the capital of the Company.
“month”
a calendar month.
“Notice”
written notice unless otherwise specifically stated and as further defined in these Articles.
“Office”

the registered office of the Company for the time being.

“ ~~Ordinary~~ ordinary resolution”
a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which ~~not less than fourteen (14) clear days’~~ Notice has been duly given in accordance with Articles 59.

“paid up”

paid up or credited as paid up.

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

“physical meeting”
a general meeting held and conducted by physical attendance and participation by Members and/or proxies at the Principal Meeting Place and/or where applicable, one or more Meeting Locations.
“Principal Meeting Place” shall have the meaning given to it in Article 59(2).
“Register”

the principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time.

“Registration Office”

in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered.

“Seal”
common seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman Islands or in any place outside the Cayman Islands.
“Secretary”

any person firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

“ ~~Special Resolution~~ special resolution”

a resolution shall be a special resolution when it has been passed by a majority of not less than three-fourths of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 59. ~~not less than twenty-one (21) clear days’ Notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety-five (95) per cent. in nominal value of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty-one (21) clear days’ Notice has been given;~~

a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles or the Statutes.
“Statutes”
the Law and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its memorandum of association and/or these Articles.
~~“Subsidiaries and Holding Company”~~
- ~~the meaning attributed to them in Section 2 of the Companies Ordinance of Hong Kong as in force at the time of adoption of the Articles.~~
“year” a calendar year.
(2) In these Articles, unless there be something within the subject or context inconsistent with such construction:
(a) words importing the singular include the plural and vice versa;
(b) words importing a gender include both gender and the neuter;

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

(c) words importing persons include companies, associations and bodies of persons whether corporate or not;
(d) the words:
(i) “may” shall be construed as permissive;
(ii) “shall” or “will” shall be construed as imperative;
(e) expressions referring to writing or printing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing or reproducing words or figures in a legible and non-transitory form or, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including where the representation takes the form of electronic display, provided that the same is available for download onto a user’s computer or for printing through conventional small office equipment or is placed on the Company’s website and, in each case, the Member concerned (where the relevant provision of these Articles requires the delivery at service of any document or ~~notice~~ Notice on him in his capacity as shareholder) has elected for the receipt of the relevant download or ~~notice~~ Notice through electronic means and both the mode of service of the relevant document or ~~notice~~ Notice and the Member’s election comply with all applicable Statutes, rules and regulations;
(f) references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re-enactment thereof for the time being in force;
(g) save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context;
(h) references to a document (including, but without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by electronic communication or by any other method and references to a Notice ~~notice~~ or document include a Notice ~~notice~~ or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not; ~~.~~

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(i) Section 8 and Section 19 of the Electronic Transactions Act (Revised) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles;
(j) a reference to a meeting: (a) shall mean a meeting convened and held in any manner permitted by these Articles and any Member or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Statutes and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly;
(k) references to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly;
(l) references to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise); and
(m) where a Member is a corporation, any reference in these Articles to a Member shall, where the context requires, refer to a duly authorised representative of such Member.

SHARE CAPITAL

(1) The share capital of the Company at the date on which these Articles come into effect shall be divided into shares of a par value of HK$0.10 each.
(2) Subject to the Law, the Company’s Memorandum and Articles of Association and, where applicable, the rules of any Designated Stock Exchange and/or any competent regulatory authority, any power of the Company to purchase or otherwise acquire its own shares shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fit.
(3) Except as allowed by the Law and subject further to compliance with the rules and regulations of the Designated Stock Exchange and any other relevant regulatory authority the Company shall not give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.
(4) No share shall be issued to bearer.

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ALTERATION OF CAPITAL

The Company may from time to time by ordinary resolution in accordance with the Law alter the conditions of its Memorandum of Association to:
(a) increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;
(b) consolidate and divide all or any of its capital into shares of larger amount than its existing shares;
(c) divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Directors may determine provided always that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”;
(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum of association (subject, nevertheless, to the Law), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;
(e) cancel any 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 capital by the amount of the shares so cancelled or, in the case of shares, without par value, diminish the number of shares into which its capital is divided.
The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the last preceding Article and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company’s

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benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

The Company may from time to time by special resolution, subject to any confirmation or consent required by the Law, reduce its share capital or any share premium account or any capital redemption reserve or other undistributable reserve in any manner permitted by law.
Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.

SHARE RIGHTS

(1) Subject to the provisions of the Law and the Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Company may by ordinary resolution determine or, if there has not been any such determination or so far as the same shall not make specific provision, as the Board may determine.
(2) Subject to the provisions of the Law, the rules of any Designated Stock Exchange and the Memorandum and Articles of Association of the Company, and to any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.
Subject to the Law, any preference shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder if so authorised by its memorandum of association, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by ordinary resolution of the Members determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Company in general meeting, either generally or with regard to specific purchases. If purchases are by tender, tenders shall be available to all Members alike.

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VARIATION OF RIGHTS

Subject to the Law and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated either with the consent in writing of the holders of ~~not less than~~ at least three-fourths ~~in nominal value~~ of the issued shares of that class or with the approval of a resolution passed by at least three-fourths of the voting rights of the holders of the shares of that class present and voting in person or by proxy ~~or with the sanction of a special resolution passed~~ at a separate general meeting of ~~the~~ such holders ~~of the shares of that class~~ . To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:
(a) the necessary quorum ~~(other than at an adjourned meeting)~~ shall be two persons (or in the case of a Member being a corporation, its duly authorized representative) holding or representing by proxy ~~not less than~~ at least one-third ~~in nominal value~~ of the issued shares of that class ~~and at any adjourned meeting of such holders, two holders present in person (or in the case of a Member being a corporation, its duly authorized representative) or by proxy (whatever the number of shares held by them) shall be a quorum~~ ;
(b) every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and
(c) any holder of shares of the class present in person or by proxy or authorised representative may demand a poll.
The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further shares ranking pari passu therewith.

(1) Subject to the Law, these Articles, any direction that may be given by the Company in general meeting and, where applicable, the rules of any Designated Stock Exchange and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount. Neither the Company nor the Board shall be obliged, when

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APPENDIX II

making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever.

(2) The Board may issue warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for any class of shares or securities in the capital of the Company on such terms as it may from time to time determine.
The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Law. Subject to the Law, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.
Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any fractional part of a share or (except only as otherwise provided by these Articles or by law) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.
Subject to the Law and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.

SHARE CERTIFICATES

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

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

(1) In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.
(2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.
Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board from time to time determines.
Share certificates shall be issued within the relevant time limit as prescribed by the Law or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.
(1) Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph of this Article. If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.
(2) The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee.
If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed a new certificate representing the same shares may be issued to the relevant Member upon request and on payment of such fee as the Designated Stock Exchange may determine to be the maximum fee payable or such lesser sum as the Board may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company

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provided always that where share warrants have been issued, no new share 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.

LIEN

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member of the Company or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.
Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen clear days after a notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.
The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share at the time of the sale. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred and he 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 or invalidity in the proceedings relating to the sale.

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APPENDIX II

CALLS ON SHARES

Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.
A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made payable either in one lump sum or by instalments.
A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and instalments due in respect thereof or other moneys due in respect thereof.
If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the amount unpaid from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute discretion waive payment of such interest wholly or in part.
No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.
On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

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Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.
On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.
The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.

FORFEITURE OF SHARES

(1) If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen (14) clear days’ Notice:
- (a) requiring payment of the amount unpaid together with any interest which may have accrued and which may still accrue up to the date of actual payment; and
- (b) stating that if the Notice is not complied with the shares on which the call was made will be liable to be forfeited.
(2) If the requirements of any such Notice are not complied with, any share in respect of which such Notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the forfeiture.
When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.
The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture will include surrender.

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Any share so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines.
A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with (if the Directors shall in their discretion so require) interest thereon from the date of forfeiture until payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board determines. The Board may enforce payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.
A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, and such declaration shall (subject to the execution of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom the share is disposed of shall be registered as the holder of the share and 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 in reference to the forfeiture, sale or disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.
Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, permit the shares forfeited to be bought back upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit.
The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon.

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The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

REGISTER OF MEMBERS

(1) The Company shall keep in one or more books a Register of its Members and shall enter therein the following particulars, that is to say:
- (a) the name and address of each Member, the number and class of shares held by him and the amount paid or agreed to be considered as paid on such shares;
- (b) the date on which each person was entered in the Register; and
- (c) the date on which any person ceased to be a Member.
(2) The Company may keep an overseas or local or other branch register of Members resident in any place, and the Board may make and vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.
The Register and branch register of Members in Hong Kong, as the case may be, shall be open ~~tof~~ or inspection for at least two (2) hours on every business day by Members without charge or by any other person, upon a maximum payment of $2.50, at the Office or such other place in the Cayman Islands at which the Register is kept in accordance with the Law or, if appropriate, upon a maximum payment of HK$1.00 or such lesser sum specified by the Board at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper and where applicable, any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year and in accordance with the terms equivalent to section 632 of the Companies Ordinance as the Board may determine and either generally or in respect of any class of shares.

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

RECORD DATES

Notwithstanding any other provision of these Articles the Company or the Directors may fix any date as the record date for:
(a) determining the Members entitled to receive any dividend, distribution, allotment or issue and such record date may be on, or at any time not more than thirty (30) days before or after, any date on which such dividend, distribution, allotment or issue is declared, paid or made;
(b) determining the Members entitled to receive notice of and to vote at any general meeting of the Company.

TRANSFER OF SHARES

Subject to these Articles, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.
The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to the last preceding Article, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.
(1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four (4) joint holders or a transfer of any share (not being a fully paid up share) on which the Company has a lien.
(2) No transfer shall be made to an infant or to a person of unsound mind or under other legal disability.

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(3) The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register. In the event of any such transfer, the shareholder requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.
(4) Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place in the Cayman Islands at which the Register is kept in accordance with the Law.
Without limiting the generality of the last preceding Article, the Board may decline to recognise any instrument of transfer unless:-
(a) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;
(b) the instrument of transfer is in respect of only one class of share;
(c) the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the Law or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and
(d) if applicable, the instrument of transfer is duly and properly stamped.
If the Board refuses to register a transfer of any share, it shall, within two (2) months after the date on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal.
The registration of transfers of shares or of any class of shares may, after notice has been given by advertisement in an appointed newspaper and, where applicable, any other newspapers in accordance with the requirements of any Designated Stock Exchange or by

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any means in such manner as may be accepted by the Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.

TRANSMISSION OF SHARES

If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was a sole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in the shares; but nothing in this Article will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share which had been solely or jointly held by him.
Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member may, upon such evidence as to his title being produced as may be required by the Board, elect either to become the holder of the share or to have some person nominated by him registered as the transferee thereof. If he elects to become the holder he shall notify the Company in writing either at the Registration Office or Office, as the case may be, to that effect. If he elects to have another person registered he shall execute a transfer of the share in favour of that person. The provisions of these Articles relating to the transfer and registration of transfers of shares shall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by such Member.
A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 75(2) being met, such a person may vote at meetings.

UNTRACEABLE MEMBERS

(1) Without prejudice to the rights of the Company under paragraph (2) of this Article, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

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(2) The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless:
(a) all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles of the Company have remained uncashed;
(b) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and
(c) the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers in accordance with the requirements of, the Designated Stock Exchange to be made of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

For the purpose of the foregoing, the “relevant period” means the period commencing twelve years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.

(3) To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser 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 or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

GENERAL MEETINGS

An annual general meeting of the Company shall be held in each financial year, and shall specify the meeting as such in the notice calling it, and such annual general meeting shall be held within six (6) months after the end of the Company’s financial year, ~~other than the year of the Company’s incorporation (within a period of not more than fifteen (15) months after the holding of the last preceding annual general meeting or not more than eighteen (18) months after the date of incorporation, unless a longer period would not infringe the rules of the Designated Stock Exchange, if any)~~ at such time and place as may be determined by the Board.
Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. All general ~~General~~ meetings (including an annual general meeting, any adjourned meeting or postponed meeting) may be as a physical meeting held in any part of the world and at one or more locations as provided in Article 64A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board in its absolute discretion.
The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Members (including a recognized clearing house (or its nominee)) holding at the date of deposit of the requisition in aggregate ~~not less than~~ at least one-tenth of the voting rights (on a one vote per share basis) in the share ~~paid up~~ capital of the Company may also make a requisition to convene an extraordinary general meeting and/or add resolutions to the agenda of a meeting ~~carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Secretary of the~~

~~Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition~~ ; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionst(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

NOTICE OF GENERAL MEETINGS

(1) An annual general meeting ~~and any extraordinary general meeting at which the passing of a special resolution is to be considered shall~~ must be called by Notice of not less than twenty-one (21) clear days ~~’Notice~~ . All other general meeting (including an extraordinary general meeting) ~~s may~~ must be called by notice of not less than fourteen (14) clear days ~~’ Notice~~ but if permitted by the Listing Rules, a general meeting may be called by shorter notice, subject to the Law, if it is so agreed:
(a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

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

(2) The notice shall specify (a) the time and ~~place~~ date of the meeting ~~and~~ , (b) save for an electronic meeting, the place of the meeting and if there is more than one meeting location as determined by the Board pursuant to Article 64A, the principal place of the meeting (the “Principal Meeting Place”) and other place(s) of the meeting, (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the Notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) particulars of resolutions to be considered at the meeting. ~~in case of special business, the general nature of the business.~~ The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such ~~notices~~ Notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.
The accidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out with the Notice) to send such instrument of proxy to, or the non-receipt of such Notice or such instrument of proxy by, any person entitled to receive such Notice shall not invalidate any resolution passed or the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

(1) All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transacted at an annual general meeting, with the exception of:
(a) the declaration and sanctioning of dividends;
(b) consideration and adoption 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;
(c) the election of Directors whether by rotation or otherwise in the place of those retiring;
(d) appointment of Auditors (where special notice of the intention for such appointment is not required by the Law) and other officers;

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

  - (e) the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration to the Directors;

  - (f) the granting of any mandate or authority to the Directors to offer, allot, grant options over or otherwise dispose of the unissued shares in the capital of the Company representing not more than 20 per cent. in nominal value of its existing issued share capital; and

  - (g) the granting of any mandate or authority to the Directors to repurchase securities of the Company.

(2) No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. Two (2) Members entitled to vote and present in person or by proxy ~~or (in the case of a member being a corporation) by its duly authorised representative~~ , for quorum purposes only, two persons appointed by the clearing house as authorised representative or proxy shall form a quorum for all purposes.
If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of 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 (where applicable) same place(s) or to such time and (where applicable) such place(s) and in such form and manner referred to in Article 57 as the chairman of the meeting (or in default, as the Board) may absolutely determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.
The chairman of the Company or if there is more than one chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by all the Directors present shall preside as chairman at ~~every~~ a general meeting. If at any meeting ~~the~~ no chairman ~~,~~ is ~~not~~ present within fifteen (15) minutes after the time appointed for holding the meeting, or is ~~not~~ willing to act as chairman, the deputy chairman of the Company or if there is more than one deputy chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by all the Directors present shall preside as chairman. If no chairman or deputy chairman is present or is willing to act as chairman of the meeting, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or by proxy and entitled to vote shall elect one of their number to be chairman of the meeting.

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

63A. The chairman of a general meeting (be it a physical meeting, a hybrid meeting or an electronic meeting) may attend, preside as chairman at, and conduct proceedings of, such meeting by means of electronic facilities.
Subject to Article 64C, the ~~The~~ chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time (or indefinitely) and/or from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting) as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ Notice ~~notice~~ of the adjourned meeting shall be given specifying the details set out in Article 59(2) ~~time and place of the adjourned meeting~~ but it shall not be necessary to specify in such Notice ~~notice~~ the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give Notice ~~notice~~ of an adjournment.
64A. (1) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (“Meeting Location(s)”) determined by the Board at its absolute discretion. Any Member or any proxy attending and participating in such way or any Member or proxy attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.
(2) All general meetings are subject to the following and, where appropriate, all references to a “Member” or “Members” in this sub-paragraph (2) shall include a proxy or proxies respectively:
- (a) where a Member is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;
- (b) Members present in person or by proxy at a Meeting Location and/or Members attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that Members at all Meeting Locations and Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;

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(c) where Members attend a meeting by being present at one of the Meeting Locations and/or where Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more Members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and
(d) if any of the Meeting Locations is not in the same jurisdiction as the Principal Meeting Place and/or in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of Notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place; and in the case of an electronic meeting, the time for lodging proxies shall be as stated in the Notice for the meeting.
64B. The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Member who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.

64C. If it appears to the chairman of the general meeting that:

(a) The electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Article 64A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the Notice of the meeting; or

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

(b) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or
(c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or
(d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;

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

64D. The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Members shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.

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64E. If, after the sending of Notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Members. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every Notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:
(a) when a meeting is so postponed, the Company shall endeavour to post a Notice of such postponement on the Company’s website as soon as practicable (provided that failure to post such a Notice shall not affect the automatic postponement of a meeting);
(b) when only the form of the meeting or electronic facilities specified in the Notice are changed, the Board shall notify the Members of details of such change in such manner as the Board may determine;
(c) when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice to Article 64, unless already specified in the original Notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the Members of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Articles not less than 48 hours before the time of the postponed meeting; and
(d) Notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original Notice of general meeting circulated to the Members.
64F. All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 64C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.

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64G. Without prejudice to other provisions in Articles 64A to 64F, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.
64H. Without prejudice to Articles 64A to 64G, and subject to the Act and the Listing Rules, the Board may resolve to enable persons entitled to attend an electronic meeting to do so by simultaneous attendance by electronic means with no Member necessarily in physical attendance at the electronic meeting. Each Member or (in the case of a Member being a corporation) its duly authorised representative or its proxy shall be counted in the quorum for, and entitled to vote at, the electronic meeting in question, and that general meeting shall be duly constituted and its proceedings valid if the chairman of the electronic meeting is satisfied that adequate facilities are available throughout the electronic meeting to ensure that Members attending the electronic meeting who are not present together at the same place may, by electronic means, attend and speak or communicate and vote at it.
If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

VOTING

(1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting ~~on a show of hands every Member present in person (or being a corporation, is present by a representative duly authorised), or by proxy shall have one vote and~~ on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. ~~Notwithstanding anything contained in these Articles, A~~ resolution put to the vote of a meeting shall be decided by way of a poll save that in the case of a physical meeting, the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorised representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. ~~A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:~~ For purposes of

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this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine.

(2) In the case of a physical meeting where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:
~~(a) by the chairman of such meeting; or~~
~~(b)~~ (a) by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
~~(c)~~ (b) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or
~~(d)~~ (c) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

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

~~Unless W~~ here a ~~poll~~ resolution is ~~duly demanded and the demand is not withdrawn~~ voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution. The result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the Listing Rules.

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

~~If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. There shall be no requirement for the chairman to disclose the voting figures on a poll.~~ (Repealed)
~~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 in such manner (including the use of ballot or voting papers or tickets) and either forthwith or at such time (being not later than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll not taken immediately.~~ (Repealed)
~~The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.~~ (Repealed)
On a poll votes may be given either personally or by proxy.
A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.
All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the Law. In the case of an equality of votes, ~~whether on a show of hands or on a poll,~~ the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.
Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.
(1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote

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shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting, or postponed meeting or poll, as the case may be.

(2) Any person entitled under Article 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting or postponed meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.
(1) No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.
(2) All Members of the Company (including a Member which is a clearing house (or its nominee(s))) shall have the right to speak and vote at a general meeting except where a Member is required, by the rules of the Designated Stock Exchange, to abstain from voting to approve the matter under consideration. Where ~~the Company has knowledge that~~ any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution 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.
If:
(a) any objection shall be raised to the qualification of any voter; or
(b) any votes have been counted which ought not to have been counted or which might have been rejected; or
(c) any votes are not counted which ought to have been counted;

the objection or error shall not vitiate the decision of the meeting or adjourned meeting or postponed meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting or postponed meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

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APPENDIX II

PROXIES

Any Member (including a clearing house) entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person (being a natural person) as his proxy or representative (if such Member is a corporation) to attend and vote instead of ~~him~~ such member. A corporation which is a member may execute a form of proxy under the hand of a duly authorised officer. A Member who is the holder of two or more shares may appoint more than one proxy or representative to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy/ ~~or~~ proxies or representative/representatives representing either a Member who is ~~an individual~~ a natural person or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise as if it were a natural person shareholder present in person at any general meeting.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.
(1) The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the

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Company at its designated electronic address provided in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information.

(2) The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the ~~notice N~~ otice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) , or if the Company has provided an electronic address in accordance with the preceding paragraph, shall be received at the electronic address specified, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting or postponed meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or postponed meeting or on a poll demanded at a meeting or an adjourned meeting or postponed meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting ~~in person~~ at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the Notice ~~notice~~ of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment or postponement of the meeting as for the meeting to which it relates. The Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under these Articles has not been received in accordance with the requirements of these Articles. Subject to aforesaid, if the proxy appointment and any of the information required under these Articles is not received in the manner set out in these Articles, the appointee shall not be entitled to vote in respect of the shares in question.
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the

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Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.

Anything which under these Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed.

CORPORATIONS ACTING BY REPRESENTATIVES

(1) Any corporation which is a Member may by resolution of its directors or other governing body, or by executing a form of proxy under the hand of a duly authorised officer, authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise as if it were ~~an individual~~ a natural person Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting as if a person so authorised is present thereat.
(2) If a clearing house (or its nominee(s)), being a corporation, is a Member, it may appoint proxies or authorise such persons as it thinks fit to act as its corporate representatives, who enjoy rights equivalent to the rights of other Members, at any meeting of the Company (including but not limited to general meetings and creditors meetings) or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder ~~of the shares of the Company held by the clearing house (or its nominee(s))~~ holding the number and class of shares specified in such authorisation, including the right to speak and vote individually on a show of hands or on a poll.
(3) Any reference in these Articles to a duly authorised representative of a Member being a corporation shall mean a representative authorised under the provisions of this Article.

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APPENDIX II

WRITTEN RESOLUTIONS OF MEMBERS

A resolution in writing signed (in such manner as to indicate, expressly or impliedly, unconditional approval) by or on behalf of all persons for the time being entitled to receive notice of and to attend and vote at general meetings of the Company shall, for the purposes of these Articles, be treated as a resolution duly passed at a general meeting of the Company and, where relevant, as a special resolution so passed. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last Member to sign, and where the resolution states a date as being the date of his signature thereof by any Member the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, each signed by one or more relevant Members.

BOARD OF DIRECTORS

(1) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and thereafter in accordance with Article 87 and shall hold office until their successors are elected or appointed.
(2) Subject to the Articles and the Law, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy on the Board, or as an addition to the existing Board.
(3) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the ~~next following~~ first annual general meeting of the Company after his appointment and shall then be eligible for re-election.
(4) Neither a Director nor an alternate Director shall be required to hold any shares of the Company by way of qualification and a Director or alternate Director (as the case may be) who is not a Member shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.
(5) Subject to any provision to the contrary in these Articles the Members may, at any general meeting convened and held in accordance with these Articles, by ~~special~~ ordinary resolution remove a Director (including a managing or other executive director) at any time before the expiration of his ~~period~~ term of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).

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(6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution the Members at the meeting at which such Director is removed.
(7) The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall never be less than two (2).
(8) An alternate Director shall not be, nor be deemed to be, the agent of the Director appointing him and the latter shall not be vicariously liable for any tort committed by the former.

RETIREMENT OF DIRECTORS

(1) Notwithstanding any other provisions in the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not greater than one-third) shall retire from office by rotation provided that notwithstanding anything herein, the chairman of the Board and/or the managing director of the Company shall not, whilst holding such office, be subject to retirement by rotation or be taken into account in determining the number of Directors to retire in each year.
(2) A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed pursuant to Article 86(2) or Article 86(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.
No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office, in each case during the period (being a period of at least seven days) commencing on the day after the despatch of the notice of the general meeting at which elections to the office of Director are to be considered and ending on the day that falls seven days before the date of

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the general meeting (both days inclusive). The notice shall give the particulars of that person which would, if he was so appointed or reappointed, be required to be included in the Company’s register of directors.

DISQUALIFICATION OF DIRECTORS

The office of a Director shall be vacated if the Director:
(1) resigns his office by notice in writing delivered to the Company at the Office or tendered at a meeting of the Board whereupon the Board resolves to accept such resignation;
(2) becomes of unsound mind or dies;
(3) without special leave of absence from the Board, is absent from meetings of the Board for six consecutive months, and his alternate Director, if any, shall not during such period have attended in his stead and the Board resolves that his office be vacated;
(4) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;
(5) is prohibited by law from being a Director; or
(6) ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles.

EXECUTIVE DIRECTORS

The Board may from time to time appoint any one or more of its body to be a managing director, joint managing director or deputy managing director or to hold any other employment or executive office with the Company for such period (subject to their continuance as Directors) and upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director. A Director appointed to an office under this Article shall be subject to the same provisions as to removal as the other Directors of the Company, and he shall (subject to the provisions of any contract between him and the Company) ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.

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Notwithstanding Articles 96, 97, 98 and 99, an executive director appointed to an office under Article 90 hereof shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise or by all or any of those modes) and such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time determine, and either in addition to or in lieu of his remuneration as a Director.

ALTERNATE DIRECTORS

Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if we were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.
An alternate Director shall only be a Director for the purposes of the Law and shall only be subject to the provisions of the Law insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct.

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Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). If his appointor is for the time being absent from Hong Kong or otherwise not available or unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is a member shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor.
An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director PROVIDED always that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment of such alternate Director pursuant to these Articles which was in force immediately before his retirement shall remain in force as though he had not retired.

DIRECTORS’ FEES AND EXPENSES

The ordinary remuneration of the Directors shall from time to time be determined by the Company in general meeting and shall (unless otherwise directed by the resolution by which it is voted) be divided amongst the Board in such proportions and in such manner as the Board may agree or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office. Such remuneration shall be deemed to accrue from day to day.
Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.
Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.
The Board shall obtain the approval of the Company in general meeting before making any payment to any Director or past Director of the Company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled).

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APPENDIX II

DIRECTORS’ INTERESTS

100. A Director may:

(a) hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Article;
(b) act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director;
(c) continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Articles the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) or voting or providing for the payment of remuneration to the director, managing director, joint managing director, deputy managing director, executive director, manager or other officers of such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid.
Subject to the Law and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for

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any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 102 herein.

A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board by a Director to the effect that:
(a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with that company or firm; or
(b) he is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with a specified person who is connected with him;

shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement, provided that no such Notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

(1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his close associates is materially interested, but this prohibition shall not apply to any of the following matters namely:
(i) the giving of any security or indemnity either:
~~(i)~~ (a) ~~any contract or arrangement for the giving~~ to ~~such~~ the Director or his close associate(s) ~~any security or indemnity~~ in respect of money lent ~~by him or any of his associates~~ or obligations incurred or undertaken by him or any of ~~his associates~~ them at the request of or for the benefit of the Company or any of its subsidiaries; or
~~(ii)~~ (b) ~~any contract or arrangement for the giving of any security or indemnity~~ to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his close associate(s) has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

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APPENDIX II

(ii) any ~~contract or arrangement~~ proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(iii) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:
- (a) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his close associate(s) may benefit; or
- (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates to the Director, his close associate(s) and employee(s) of the Company or any of its subsidiaries and does not provide in respect of any Director, or his close associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates;
- ~~(iii)~~ (iv) any contract or arrangement in which the Director or his close associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company ~~;~~ .
- ~~(iv) any contract or arrangement concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or a shareholder or in which the Director and/or his associate(s) is/are not in aggregate beneficially interested in five (5) per cent or more of the issued shares or of the voting rights of any class of shares of such company (or of any third company through which his interest or that of any of his associates is derived); or~~
- ~~(v) any proposal or arrangement concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to directors, his associates and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.~~
~~(2) A company shall be deemed to be a company in which a Director and/or his associate(s) owns five (5) per cent. or more if and so long as (but only if and so long as) he and/or his associates, (either directly or indirectly) are the holders of or~~

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~~beneficially interested in five (5) per cent. or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his interest or that of any of his associates is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder and any shares which carry no voting right at general meetings and very restrictive dividend and return of capital right.~~

~~(3) Where a company in which a Director and/or his associates holds five (5) per cent. or more is/are materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.~~
~~(4)~~ (2) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or his close associate(s) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director and/or his close associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board.

GENERAL POWERS OF THE DIRECTORS

(1) The business of the Company shall be managed and conducted by the Board, which may pay all expenses incurred in forming and registering the Company and may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise) which are not by the Statutes or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to the provisions of the Statutes and of these Articles and to such regulations being not inconsistent with such provisions, as may be prescribed by the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if such regulations had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article.

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(2) Any person contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written or oral contract or agreement or deed, document or instrument entered into or executed as the case may be by any two of the Directors acting jointly on behalf of the Company and the same shall be deemed to be validly entered into or executed by the Company as the case may be and shall, subject to any rule of law, be binding on the Company.
(3) Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers:
(a) To give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed.
(b) To give to any Directors, officers or servants of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.
(c) To resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the Law.

(4) ~~Except as would, if the Company were a company incorporated in Hong Kong, be permitted by Section 157H of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as in force at the date of adoption of these Articles, and except as permitted under the Law, the Company shall not directly or indirectly:~~ The Company shall not make any loan, directly or indirectly, to a Director or his close associate(s) if and to the extent it would be prohibited by the Companies Ordinance as if the Company were a company incorporated in Hong Kong.

~~(i) make a loan to a Director or a director of any holding company of the Company or to any of their respective associates (as defined by the rules, where applicable, of the Designated Stock Exchange);~~
~~(ii) enter into any guarantee or provide any security in connection with a loan made by any person to a Director or such a director; or~~
~~(iii) if any one or more of the Directors hold (jointly or severally or directly or indirectly) a controlling interest in another company, make a loan to that other company or enter into any guarantee or provide any security in connection with a loan made by any person to that other company.~~

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Article 104(4) shall only have effect for so long as the shares of the Company are listed on The Stock Exchange of Hong Kong Limited.

The Board may establish any regional or local boards or agencies for managing any of the affairs of the Company in any place, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration (either by way of salary or by commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes) and pay the working expenses of any staff employed by them upon the business of the Company. The Board may delegate to any regional or local board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any of them to fill any vacancies therein and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person appointed as aforesaid, and may revoke or vary such delegation, but no person dealing in good faith and without notice of any such revocation or variation shall be affected thereby.
The Board may by power of attorney appoint under the Seal any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of the Company, execute any deed or instrument under their personal seal with the same effect as the affixation of the Company’s Seal.
The Board may entrust to and confer upon a managing director, joint managing director, deputy managing director, an executive director or any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.
All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

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(1) The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in establishing and making contributions out of the Company’s moneys to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit under the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or classes of such person.
(2) The Board may pay, enter into agreements to pay or make grants of revocable or irrevocable, and either subject or not subject to any terms or conditions, pensions or other benefits to employees and ex-employees and their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in the last preceding paragraph. Any such pension or benefit may, as the Board considers desirable, be granted to an employee either before and in anticipation of or upon or at any time after his actual retirement.

BORROWING POWERS

The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Law, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
Debentures, 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.
Any debentures, bonds or other securities may be issued at a discount (other than shares), 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.
(1) Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge.

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(2) The Board shall cause a proper register to be kept, in accordance with the provisions of the Law, of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Law in regard to the registration of charges and debentures therein specified and otherwise.

PROCEEDINGS OF THE DIRECTORS

The Board may meet for the despatch of business, adjourn or postpone and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote.
A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board ~~of which notice may be~~ whenever he shall be required so to do by any Director. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or by any electronic means to an electronic address from time to time notified to the Company by such Director or (if the recipient consents to it being made available on a website) by making it available on a website or telephone or in such other manner as the Board may from time to time determine ~~whenever he shall be required so to do by the president or chairman, as the case may be, or any Director.~~
(1) The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be two (2). An alternate Director shall be counted in a quorum in the case of the absence of a Director for whom he is the alternate provided that he shall not be counted more than once for the purpose of determining whether or not a quorum is present.
(2) Directors may participate in any meeting of the Board by means of a conference telephone, electronic or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.
(3) Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.
The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles, the continuing Directors or

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Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings of the Company but not for any other purpose.

The Board may elect a chairman and one or more deputy chairman of its meetings and determine the period for which they are respectively to hold such office. If no chairman or deputy chairman is elected, or if at any meeting neither the chairman nor any deputy chairman is present within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.
A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.
(1) The Board may delegate any of its powers, authorities and discretions to committees, consisting of such Director or Directors and other persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Board.
(2) All acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed, but not otherwise, shall have like force and effect as if done by the Board, and the Board shall have power, with the consent of the Company in general meeting, to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.
The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board under the last preceding Article.
A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability, and all the alternate Directors, if appropriate, whose appointors are temporarily unable to act as aforesaid shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. A notification of consent to such resolution given by a Director in writing to the Board by any means (including by means of electronic communication) shall be deemed to be his/her signature to such resolution in writing for the purpose of this Article. Such resolution may be contained in one document

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or in several documents in like form each signed by one or more of the Directors or alternate Directors and for this purpose a facsimile signature of a Director or an alternate Director shall be treated as valid. Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material.

All acts bona fide done by the Board or by any committee or by any person acting as a Director or members of a committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee.

MANAGERS

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

OFFICERS

(1) The officers of the Company shall consist of a chairman, the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Law and these Articles.

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(2) The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors a chairman and if more than one (1) Director is proposed for this office, the election to such office shall take place in such manner as the Directors may determine.
(3) The officers shall receive such remuneration as the Directors may from time to time determine.
(1) The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If thought fit, two (2) or more persons may be appointed as joint Secretaries. The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.
(2) The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Law or these Articles or as may be prescribed by the Board.
The officers of the Company shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Directors from time to time.
A provision of the Law or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

REGISTER OF DIRECTORS AND OFFICERS

(1) The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the Law or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Law.

MINUTES

(1) The Board shall cause minutes to be duly entered in books provided for the purpose:
(a) of all elections and appointments of officers;

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(b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;
(c) of all resolutions and proceedings of each general meeting of the Members, meetings of the Board and meetings of committees of the Board and where there are managers, of all proceedings of meetings of the managers.
(2) Minutes shall be kept by the Secretary at the Office.

SEAL

(1) The Company shall have one or more Seals, as the Board may determine. For the purpose of sealing documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition of the word “Securities” on its face or in such other form as the Board may approve. The Board shall provide for the custody of each Seal and no Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed shall be signed autographically by one Director and the Secretary or by two Directors or by such other person (including a Director) or persons as the Board may appoint, either generally or in any particular case, save that as regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine that such signatures or either of them shall be dispensed with (except in the case of certificates for shares) or affixed by some method or system of mechanical signature. Every instrument executed in manner provided by this Article shall be deemed to be sealed and executed with the authority of the Board previously given.
(2) Where the Company has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee abroad to be the duly authorised agent of the Company for the purpose of affixing and using such Seal and the Board may impose restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemed to include any such other Seal as aforesaid.

AUTHENTICATION OF DOCUMENTS

Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so

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appointed by the Board. 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 Board or any committee which is so certified 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.

DESTRUCTION OF DOCUMENTS

(1) The Company shall be entitled to destroy the following documents at the following times:
(a) any share certificate which has been cancelled at any time after the expiry of one (1) year from the date of such cancellation;
(b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date such mandate variation cancellation or notification was recorded by the Company;
(c) any instrument of transfer of shares which has been registered at any time after the expiry of seven (7) years from the date of registration;
(d) any allotment letters after the expiry of seven (7) years from the date of issue thereof; and
(e) copies of powers of attorney, grants of probate and letters of administration at any time after the expiry of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed;

and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any such documents so destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that: (1) the foregoing provisions of this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim; (2) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and (3) references in

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this Article to the destruction of any document include references to its disposal in any manner.

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

DIVIDENDS AND OTHER PAYMENTS

Subject to the Law, the Company in general meeting may from time to time declare dividends in any currency to be paid to the Members but no dividend shall be declared in excess of the amount recommended by the Board.
Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. With the sanction of an ordinary resolution dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Law.
Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:
(a) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article as paid up on the share; and
(b) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.
The Board may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the profits of the Company and in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders of shares conferring any

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preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights and may also pay any fixed dividend which is payable on any shares of the Company half-yearly or on any other dates, whenever such profits, in the opinion of the Board, justifies such payment.

The Board may deduct from any dividend or other moneys payable to a Member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.
No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.
Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.
All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.
Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any

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person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, and such appointment shall be effective and binding on the Members. The Board may resolve that no such assets shall be made available to Members with registered addresses in any particular territory or territories where, in the absence of a registration statement or other special formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

(1) Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may further resolve either:
(a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the Members entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so determines) in cash in lieu of such allotment. In such case, the following provisions shall apply:
- (i) the basis of any such allotment shall be determined by the Board;
- (ii) the Board, after determining the basis of allotment, shall give not less than two (2) weeks’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
- (iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and
- (iv) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the

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appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis; or

(b) that the 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 Board may think fit. In such case, the following provisions shall apply:
- (i) the basis of any such allotment shall be determined by the Board;
- (ii) the Board, after determining the basis of allotment, shall give not less than two (2) weeks’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
- (iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and
- (iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis.
(2) (a) The shares allotted pursuant to the provisions of paragraph (1) of this Article shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph (2) of this Article in relation to the relevant dividend or contemporaneously with their

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announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (1) of this Article shall rank for participation in such distribution, bonus or rights.

(b) The Board 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 Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the Members concerned). The Board may authorise any person to enter into on behalf of all Members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.
(3) The Company may upon the recommendation of the Board by 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.
(4) The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article shall not be made available or made to any shareholders with registered addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.
(5) Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members.

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RESERVES

(1) The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. The Company may apply the share premium account in any manner permitted by the Law. The Company shall at all times comply with the provisions of the Law in relation to the share premium account.
(2) Before recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute.

CAPITALISATION

The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.
The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution under the last preceding Article and in particular may issue certificates in respect of fractions of shares or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Members in order to adjust the rights of all parties, as

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may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members.

SUBSCRIPTION RIGHTS RESERVE

The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Law:
(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:
- (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 (c) below 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 shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than share premium account) have been extinguished and will then only be used to make good losses of the Company if and so far as is required by law;

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(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; and
(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 warrant holder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by law, share premium account) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue. Pending such payment and allotment, the exercising warrant holder shall be issued by the Company with a certificate 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 are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrant holder upon the issue of such certificate.

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

(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. Notwithstanding anything contained in paragraph (1) of this Article, no fraction of any share shall be allotted on exercise of the subscription rights.
(3) The provision 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 benefit of any warrant holder or class of warrant holders under this Article without the sanction of a special resolution of such warrant holders or class of warrant holders.
(4) 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 exercising warrant holders 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 warrant holders and shareholders.

ACCOUNTING RECORDS

The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Law or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.
The accounting records shall be kept at the Office or, at such other place or places as the Board decides and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law or authorised by the Board or the Company in general meeting.
Subject to Article 152A, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and laid before the Company at the annual general meeting held in

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accordance with Article 56 provided that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

152A. To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 152 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summary financial statement derived from the Company’s annual accounts and the Directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the Directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the Directors’ report thereon.
152B. The requirement to send to a person referred to in Article 152 the documents referred to in that Article or a summary financial report in accordance with Article 152A shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Article 152 and, if applicable, a summary financial report complying with Article 152A, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

AUDIT

(1) At the annual general meeting or at a subsequent extraordinary general meeting in each year, the Members shall by ordinary resolution appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the Members by ordinary resolution appoint another auditor. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.
(2) The Members may, at any general meeting convened and held in accordance with these Articles, by ~~special~~ ordinary resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.
Subject to the Law the accounts of the Company shall be audited at least once in every year.

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

The remuneration of the Auditor shall be fixed by the Members of the Company in general meeting by ordinary resolution or ~~in such manner as the Members may determine~~ by other body independent of the Board.
If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall, subject to compliance with the Listing Rules, fill the vacancy and fix the remuneration of the Auditor so appointed.
The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto; and he may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.
The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the Auditor should disclose this act and name such country or jurisdiction.

NOTICES

(1) Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the ~~rules of the Designated Stock Exchange~~ Listing Rules), whether or not, to be given or issued under these Articles from the Company ~~to a Member~~ shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and any such Notice and document may be given ~~served~~ or ~~delivered~~ issued by the following means: ~~Company on or to any Member either~~
(a) by serving it personally on the relevant person;
(b) ~~personally or~~ by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose;

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

(c) ~~or, as the case may be, by transmitting it~~ by delivering or leaving it at ~~to any~~ such address ~~or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member~~ as aforesaid;
(d) ~~or may also be served~~ by placing an advertisement in appropriate newspapers or other publication and where applicable, ~~published daily and circulating generally in the territory of and~~ in accordance with the requirements of the Designated Stock Exchange;
(e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 159(5), subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person;
(f) ~~or, to the extent permitted by the applicable laws,~~ by publishing ~~placing~~ it on the Company’s website or to which the ~~website of the Designated Stock Exchange~~ relevant person may have access, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person and/or giving notification ~~to the member a notice~~ any such person stating that the notice, ~~or other~~ document or publication is available ~~there~~ on the Company’s computer network website (a “notice of availability”); or ~~.~~
(g) by sending or otherwise making it available to such person through such other means to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations.
(2) The notice of availability may be given ~~to the Member~~ by any of the means set out above other than by posting it on a website.
(3) In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.
(4) Every person who, by operation of law, transfer, transmission, or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share, which, previously to his name and address (including electronic address) being entered in the Register as the registered holder of such share, shall have been duly given to the person from whom he derives title to such share.

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APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

(5) Every Member or a person who is entitled to receive notice from the Company under the provisions of the Statutes or these Articles may register with the Company an electronic address to which notices can be served upon him.
(6) Subject to any applicable laws, rules and regulations and the terms of these Articles, any notice, document or publication, including but not limited to the documents referred to in Articles 152, 152A and 159 may be given to a Member either in the English language only or in both the English language and the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.
Any Notice or other document:
(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof; and
(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s website or the website of the Designated Stock Exchange is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member; and
(c) if published on the Company’s website, shall be deemed to have been served on the day on which the notice, document or publication first so appears on the Company’s website to which the relevant person may have access or the day on which the notice of availability is deemed to have been served or delivered to such person under these Articles, whichever is later;
~~(c)~~ (d) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant dispatch ~~,~~ or transmission ~~or publication~~ ; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, dispatch or ~~,~~ transmission ~~or publication~~ shall be conclusive evidence thereof; and
~~(d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.~~

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(e) if published as an advertisement in a newspaper or other publication permitted under these Articles, shall be deemed to have been served on the day on which the advertisement first so appears.
(1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.
(2) 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 it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.
(3) Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such share.

SIGNATURES

For the purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director or alternate Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director or alternate Director in the terms in which it is received.

WINDING UP

(1) Subject to Article 163(2), the ~~The~~ Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

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(2) A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.
(1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) (if the Company shall be wound up and the assets available for distribution amongst the Members of the Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, a nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.
(2) If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Law, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.
(3) In the event of 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 14 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 judgements 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 as he shall deem appropriate or by a registered letter

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

sent through the post and addressed to such Member at his address as appearing in the register, and such notice shall be deemed to be service on the day following that on which the advertisement first appears or the letter is posted.

INDEMNITY

(1) The Directors, Secretary and other officers and every Auditor for the time being of the Company and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company and everyone of them, and everyone of their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts; and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto; PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.
(2) Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company; PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director.

AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION AND NAME OF COMPANY

No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the memorandum of association or to change the name of the Company.

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APPENDIX II

INFORMATION

No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

LEE & MAN CHEMICAL COMPANY LIMITED 理文化工有限公司

(Incorporated in the Cayman Islands and its members’ liability is limited) Website: www.leemanchemical.com

(Stock Code: 746)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Lee & Man Chemical Company Limited (the “ Company ”) will be held at SPRG office, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Monday, 27 June 2022 at 11:30 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolution of the Company:

ORDINARY RESOLUTION

As ordinary business, to consider and if thought fit, pass the following as an ordinary resolution:

“ THAT the supplemental agreement (the “ Supplemental Agreement ”) between Lee & Man Chemical Company Limited (the “ Company ”) and Lee & Man Paper Manufacturing Limited (“ LMP ”) dated 25 April 2022 revising the annual caps under the supply agreement of industrial chemical products (the “ 2021 Chemicals Purchase Agreement ”) dated 31 December 2020 pursuant to which the Company sells, and procures other relevant member(s) of the Company’s group to sell, industrial chemical products to LMP (or LMP’s group companies) and the transactions contemplated thereunder be and are hereby approved and any one director of the Company be and are hereby authorised to exercise all the powers of the Company and take all other steps as they may in their opinion to be desirable or necessary in connection with the 2021 Chemicals Purchase Agreement (as amended by the Supplemental Agreement) and the transactions contemplated thereunder (including the revised annual caps) and generally to exercise all the powers of the Company as they deem desirable or necessary in connection with the foregoing.”

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NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

As special business, to consider, and if thought fit, pass the following as a special resolution:

“ THAT the new memorandum and articles of association of the Company (the “ New Memorandum and Articles of Association ”) set out in Appendix II to the circular of the Company dated 1 June 2022 of which this notice forms part be and are hereby approved and the amended and restated Memorandum and Articles of Association (a copy of which having been produced before the meeting and signed by the chairman of the meeting for the purpose of identification) be and is hereby adopted as the new memorandum and articles of association of the Company.”

By Order of the Board Lee & Man Chemical Company Limited Ho Chun Ho Jason Company Secretary

Hong Kong, 1 June 2022

Notes:

Any member entitled to attend and vote at the EGM is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the EGM. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.
Where there are joint registered holders of any share, any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the EGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding. Several executors or administrators of a deceased member in whose name any share stands shall be deemed joint holders thereof.
The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under it seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.
The form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority must be deposited at the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the EGM, and in default the form of proxy shall not be treated as valid.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

The register of members of the Company will be closed from Wednesday, 22 June 2022 to Monday, 27 June 2022, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 21 June 2022.
The completion and return of the form of proxy shall not preclude members from attending and voting in person at the EGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.
A form of proxy for use at the EGM is enclosed.
Please see pages 4 to 5 of the circular of the Company dated 1 June 2022 for measures being taken to try to prevent and control the spread of the novel coronavirus (COVID-19) at the EGM, including:
compulsory temperature checks and health declaration
recommended wearing of surgical face masks
no distribution of corporate gifts and refreshments
appropriate distancing and spacing in line with the guidance from the Hong Kong Government will be maintained and as such, the Company may limit the number of attendees at the EGM as may be necessary to avoid over-crowding
Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the EGM venue. In order to facilitate the prevention and control of the novel coronavirus (COVID-19), and to safeguard the health and safety of attending shareholders, the Company encourages shareholders to consider NOT to attend the EGM in person, and advises Shareholders to appoint the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM as an alternative to attending the EGM in person.
Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further notice on such measures as appropriate.

At the date of this notice, the Board of the Company comprises four executive directors, namely, Ms. Wai Siu Kee, Mr. Lee Man Yan, Professor Chan Albert Sun Chi and Mr. Yang Zuo Ning, and three independent non-executive directors, namely, Mr. Wong Kai Tung, Tony, Mr. Wan Chi Keung, Aaron BBS JP and Mr. Heng Victor Ja Wei.

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AI assistant

Shandong Gold Mining Co., Ltd. — Proxy Solicitation & Information Statement 2022

50168_rns_2022-05-31_fc28fbd2-0f79-4cde-82ac-80976dfd46a6.pdf

LEE & MAN CHEMICAL COMPANY LIMITED 理文化工有限公司

REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTION, PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

PRECAUTIONARY MEASURES FOR THE EGM

DEFINITIONS

DEFINITIONS

Tricor Secretaries Limited

LEE & MAN CHEMICAL COMPANY LIMITED 理文化工有限公司

(Stock Code: 746)

REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTION, PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTION

2021 CHEMICALS PURCHASE AGREEMENT

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

HISTORICAL AMOUNTS

PROPOSED REVISION OF ANNUAL CAPS UNDER THE SUPPLEMENTAL AGREEMENT

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF REVISING THE EXISTING ANNUAL CAPS

INFORMATION ON THE PARTIES

LISTING RULES IMPLICATIONS

LETTER FROM THE BOARD

PROPOSALS FOR ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

LETTER FROM THE BOARD

POLL PROCEDURE

RECOMMENDATION

LETTER FROM THE BOARD

FURTHER INFORMATION

LEE & MAN CHEMICAL COMPANY LIMITED 理文化工有限公司

REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTION

Yours faithfully,

Independent Board Committee

Lee & Man Chemical Company Limited

LETTER FROM LEGO

REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTION

INTRODUCTION

LETTER FROM LEGO

THE INDEPENDENT BOARD COMMITTEE

OUR INDEPENDENCE

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

I. Background information of the parties involved

1. Information of the Group

For the year ended 31 December 2021

For the year ended 31 December 2020

2. Information of the LMP Group

LETTER FROM LEGO

II. Revision of the Existing Annual Caps and basis of determination

1. Reasons for and benefits of revising the Existing Annual Caps

2. Principal terms of the Supplemental Agreement

3. Key terms of the 2021 Chemicals Purchase Agreement

Nature of transaction

Term

Payment

Pricing policy

4. Review on the historical transaction amounts

5. Assessment of the Revised Annual Caps

LETTER FROM LEGO

LETTER FROM LEGO

LETTER FROM LEGO

III. Internal control measures

RECOMMENDATION

Yours faithfully, For and on behalf of Lego Corporate Finance Limited Kristie Ho Managing Director

RESPONSIBILITY STATEMENT

1. DISCLOSURE OF INTERESTS

1. Interests and short positions of Directors and chief executives in the share capital of the Company and its associated corporation

Directors’ interests in the Shares

Details of share options held by a Director

APPENDIX I

2. Interests and short position of Shareholders in the Shares, underlying Shares and debentures of the Company

Notifiable interests in Shares

2. LITIGATION

3. MATERIAL ADVERSE CHANGE

4. SERVICE CONTRACTS

5. COMPETING INTERESTS

6. EXPERT

Shandong Gold Mining Co., Ltd. Proxy Solicitation & Information Statement 2022

THE COMPANIES LAW COMPANIES ACT (REVISED) COMPANY LIMITED BY SHARES

Lee & Man Holding Chemical Company Limited

The Companies Law Companies Act (Revised) Company Limited by Shares

Lee & Man Holding Chemical Company Limited