THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Sinomax Group Limited (the “ Company ”), you should at once hand this circular together with the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

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Sinomax Group Limited 盛諾集團有限公司

(Incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 1418)

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS (3) PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Units 2005-2007, Level 20, Tower 1, MegaBox Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Hong Kong, on Wednesday, 22 June 2022 at 10:00 a.m. is set out on pages 96 to 102 of this circular.

A form of proxy for the annual general meeting is enclosed with this circular. Whether or not you intend to attend the meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as practicable and in any event not later than 48 hours before the time for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

Precautionary Measures for the AGM

In light of the ongoing novel coronavirus disease (“ COVID-19 ”), the following precautionary measures will be implemented at the AGM to safeguard the health and safety of the attendees:

compulsory body temperature checks on each attendee;
mandatory wearing of surgical face masks for each attendee throughout the AGM;
no refreshment or drinks will be served; and
no souvenirs will be distributed.

Further details on the precautionary measures are set out on page 11 of this circular. Any person who does not comply with the precautionary measures set out in this circular or is subject to any Hong Kong government prescribed quarantine or exhibits flu-like symptoms may be denied entry into the AGM venue. In the interest of the health and safety of the attendees of the AGM, the Company advises the Shareholders, particularly the Shareholders who are subject to quarantine in relation to COVID-19, to exercise their voting rights by appointing the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM according to their indicated voting instructions as an alternative to attending the AGM in person.

Subject to the development of COVID-19, the Company may implement further precautionary measures at the AGM and may publish further announcement(s) in relation to such measures as and when appropriate.

28 April 2022

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
1.	INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	ADOPTION OF THE AUDITED CONSOLIDATED
	FINANCIAL STATEMENTS AND THE REPORTS
	OF THE DIRECTORS AND THE AUDITORS. . . . . . . . . . . . . . . . . . . . . . . .	5
3.	FINAL DIVIDEND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES . . . . . . . .	5
5.	RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	RE-APPOINTMENT OF AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	PROPOSED AMENDMENTS TO THE EXISTING
	MEMORANDUM AND ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . .	8
8.	ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
9.	PRECAUTIONARY MEASURES FOR THE
	ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
10.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
11.	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX I – EXPLANATORY STATEMENT
	ON THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . .	13
APPENDIX II – BIOGRAPHICAL DETAILS OF
	THE DIRECTORS PROPOSED TO
	BE RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
APPENDIX III – PROPOSED AMENDMENTS TO THE EXISTING
	MEMORANDUM AND ARTICLES OF ASSOCIATION. . . . . . . . .	22
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		96

– i –

DEFINITIONS

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

“2021 Annual Report”

the annual report of the Company for the year ended 31 December 2021

“acting in concert”

has the meaning ascribed to it under the Takeovers Code

“AGM”

the annual general meeting of the Company to be held at Units 2005-2007, Level 20, Tower 1, MegaBox Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Hong Kong, on Wednesday, 22 June 2022 at 10:00 a.m. or any adjournment thereof

“AGM Notice”

the notice convening the AGM set out on pages 96 to 102 of this circular

“Articles”

the articles of association of the Company as adopted by a special resolution passed on 4 March 2014 and in effect as at the Latest Practicable Date

“Board”

the board of Directors

“BVI”

the British Virgin Islands

“close associate(s)”

has the same meaning as ascribed to it under the Listing Rules

“Companies Act”

the Companies Act (As Revised) of the Cayman Islands

“Company”

Sinomax Group Limited, a company incorporated under the laws of the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

– 1 –

DEFINITIONS

“Controlling Shareholder(s)”	has the meaning as ascribed to it under the Listing Rules
	and in respect of the Company, comprises Sinomax
	Enterprises Limited, Mr. Lam Chi Fan, Mr. Cheung Tung,
	Mr. Chen Feng and Ms. Cheung Shui Ying as at the Latest
	Practicable Date
“core connected person(s)”	has the same meaning as ascribed to it under the Listing
	Rules
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries from time to time
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Issue Mandate”	a general and unconditional mandate to allot, issue and deal
	with Shares not exceeding 20% of the aggregate number
	of the issued Shares as at the date of the passing of the
	ordinary resolution in relation thereto at the AGM
“Latest Practicable Date”	20 April 2022, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	for inclusion in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Memorandum”	the memorandum of association of the Company as adopted
	by a special resolution passed on 4 March 2014 and in
	effect as at the Latest Practicable Date
“New Memorandum and	the amended and restated memorandum and articles
Articles”	of association of the Company which incorporates the
	Proposed Amendments proposed to be adopted by the
	Shareholders at the AGM

“Nomination Committee”

the nomination committee of the Company

– 2 –

DEFINITIONS

“Post-IPO Share Option the post-IPO share option scheme conditionally adopted by Scheme” the Company on 4 March 2014 “PRC” the People’s Republic of China “Proposed Amendments” the proposed amendments to the Memorandum and Articles, details of which are set out in Appendix III to this circular “Repurchase Mandate” a general and unconditional mandate to repurchase such number of fully paid up Shares not exceeding 10% of the aggregate number of the issued Shares as at the date of the passing of the ordinary resolution in relation thereto at the AGM “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of nominal value of HK$0.10 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Hong Kong Code on Takeovers and Mergers “Vistra” Vistra Trust (BVI) Limited, a company incorporated in the BVI on 6 April 2010, and a professional trustee authorised to provide trustee services pursuant to a licence issued by BVI Financial Services Commission on 29 May 2013 “%” per cent.

– 3 –

LETTER FROM THE BOARD

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Sinomax Group Limited 盛諾集團有限公司

(Incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 1418)

Executive Directors: Registered office: Mr. Lam Chi Fan (Chairman of the Board) P.O. Box 309 Mr. Cheung Tung (President) Ugland House Mr. Chen Feng Grand Cayman KY1-1104 Mr. Lam Kam Cheung Cayman Islands (Chief Financial Officer and Company Secretary) Ms. Lam Fei Man Principal place of business in Hong Kong: Independent non-executive Directors: Units 2005-2007 Mr. Wong Chi Keung Level 20 Tower 1 Professor Lam Sing Kwong, Simon MegaBox Enterprise Square Five Mr. Zhang Hwo Jie 38 Wang Chiu Road Mr. Wu Tak Lung Kowloon Bay Hong Kong 28 April 2022

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS (3) PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION, ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION AND

(4) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the ordinary resolutions to be proposed at the AGM involving, among others, (i) the granting of the Issue Mandate and the Repurchase Mandate and the extension of the Issue Mandate to include the Shares repurchased pursuant to the Repurchase Mandate; (ii) the re-election of the retiring Directors; and the special resolution to be proposed at the AGM in relation to the Proposed Amendments and the proposed adoption of the New Memorandum and Articles and to give you the AGM Notice.

– 4 –

LETTER FROM THE BOARD

2. ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS

The 2021 Annual Report incorporating the audited consolidated financial statements of the Company for the year ended 31 December 2021 and the reports of the Directors and the auditors of the Company will be sent together with this circular to the Shareholders. The audited consolidated financial statements of the Company for the year ended 31 December 2021 have been reviewed by the audit committee of the Company.

3. FINAL DIVIDEND

The Board recommended the payment of a final dividend of HK$0.4 cent per Share. Subject to the approval of the Directors’ recommendation by the Shareholders at the AGM, the final dividend will be paid on Friday, 22 July 2022.

Subject to the approval of the recommended final dividend at the AGM, the register of members of the Company will be closed from Wednesday, 6 July 2022 to Friday, 8 July 2022, both days inclusive, during which period, no transfer of Shares will be registered. In order to qualify for the entitlement to the final dividend to be approved at the AGM, all transfer of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54 Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 5 July 2022.

4. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

Issue Mandate

At the AGM, an ordinary resolution will be proposed to the Shareholders to grant to the Directors the Issue Mandate.

Subject to the passing of the ordinary resolution approving the grant of the Issue Mandate at the AGM and on the basis that 1,750,002,000 Shares were in issue as at the Latest Practicable Date and assuming that no further Shares will be issued or repurchased by the Company on or before the AGM, the Company will be allowed under the Issue Mandate to issue, allot and deal with a maximum of 350,000,400 Shares representing 20% of the aggregate number of the issued Shares as at the date of the passing of the ordinary resolution in relation thereto at the AGM.

– 5 –

LETTER FROM THE BOARD

The Issue Mandate will end on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or (iii) the revocation, variation or renewal of the Issue Mandate by ordinary resolution of the Shareholders in general meeting of the Company.

Repurchase Mandate

At the AGM, an ordinary resolution will also be proposed to the Shareholders to grant to the Directors the Repurchase Mandate.

Subject to the passing of the ordinary resolution approving the grant of the Repurchase Mandate at the AGM and on the basis that 1,750,002,000 Shares were in issue as at the Latest Practicable Date and assuming that no further Shares will be issued or repurchased by the Company on or before the AGM, the exercise of the Repurchase Mandate in full will result in up to 175,000,200 Shares being repurchased by the Company, representing 10% of the aggregate number of the issued Shares as at the date of the passing of the ordinary resolution in relation thereto at the AGM.

The Repurchase Mandate will end on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting of the Company.

Conditional on the passing of the resolutions to approve the grant of the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the AGM to authorise the Directors to exercise the powers of the Company to allot, issue and deal with additional new Shares under the Issue Mandate by adding thereto such number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

The Directors wish to state that they have no immediate plans to repurchase any Shares or to allot and issue any new Shares, other than Shares which may fall to be allotted and issued upon the exercise of any options that have been or may be granted under the share option schemes of the Company.

An explanatory statement providing the requisite information regarding the Repurchase Mandate as required to be sent to Shareholders under the Listing Rules is set out in Appendix I to this circular.

– 6 –

LETTER FROM THE BOARD

5. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 16.18 of the Articles, Mr. Lam Chi Fan, Mr. Zhang Hwo Jie and Mr. Wu Tak Lung will retire from office as Directors by rotation at the AGM and, being eligible, have offered themselves for re-election as Directors at the AGM.

The biographical details of each of the retiring Directors, as required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, are set out in Appendix II to this circular.

The Nomination Committee has assessed the proposed re-election of each of the retiring Directors and has recommended to the Board that that the re-election be proposed at the AGM and be recommended to the Shareholders. The recommendation was made in accordance with the nomination policy of the Company, taking into account a wide range of diversity aspects (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service) and with due regards for the benefits of diversity of the Board as set out in the board diversity policy of the Company. The Nomination Committee is of the view that each of the retiring Directors has provided valuable contributions and objective and balanced views to the Board in relation to the Company’s affairs and, having considered the depth and breadth of the professional experience, skills and knowledge of each retiring Director, is satisfied that each of them will continue to contribute to the diversity of the Board.

6. RE-APPOINTMENT OF AUDITORS

The term of appointment of the Company’s auditors, PricewaterhouseCoopers, will come to an end at the conclusion of the AGM, and being eligible, have offered itself for re-appointment at the AGM.

The Board (which was endorsed by the audit committee of the Company) proposed that, subject to the auditors’ re-appointment being approved by the Shareholders at the AGM, PricewaterhouseCoopers be re-appointed as the auditors of the Company until the conclusion of the next annual general meeting of the Company.

– 7 –

LETTER FROM THE BOARD

7. PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES AND PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES

Reference is made to the announcement of the Company dated 21 April 2022. Pursuant to the Consultation Conclusions on Listing Regime for Overseas Issuers published by the Stock Exchange in November 2021, the Listing Rules have been amended with effect from 1 January 2022 which requires, among others, listed issuers to adopt a uniform set of 14 “Core Standards” for shareholder protections for issuers.

The Board proposes to seek the approval of the Shareholders by way of special resolution at the AGM to amend the Memorandum and Articles and to adopt the New Memorandum and Articles for the purposes of, among others, (i) bringing the Memorandum and Articles in line with the relevant requirements of the amendments made to the Listing Rules and the applicable laws of the Cayman Islands; (ii) providing greater flexibility to the Company in relation to conduct of general meetings by permitting the use of Communication Facilities (as defined in the New Memorandum and Articles) to enable hybrid/ virtual general meetings to be held; and (iii) making other minor amendments to the Memorandum and Articles for corresponding as well as housekeeping changes.

The principal Proposed Amendments are broadly summarised as follows:

(a) to permit the use of Communication Facilities to enable hybrid/virtual general meetings to be held;
(b) to insert new definition of “Communication Facilities” (which shall mean video, video-conferencing, internet or online conferencing applications, telephone or teleconferencing and/or any other video-communication, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and be heard by each other) to the Articles;
(c) to allow the Directors to make Communication Facilities available for a specific general meeting or all general meetings so that members and other participants may attend and participate at such general meetings by means of such Communication Facilities;

– 8 –

LETTER FROM THE BOARD

(d) to include additional details to be specified in a notice of general meeting at which Communication Facilities will be utilised to disclose the Communication Facilities that will be utilised, including the procedures to be followed by any member or other participant of the general meeting who wishes to utilise such Communication Facilities for the purpose of attending, participating and voting at such meeting;
(e) to make amendments to conform with the applicable laws of the Cayman Islands;
(f) to the extent not provided in the applicable laws of Cayman Islands, to make amendments to conform with the Core Shareholders Protection Standards as set out in the amended Appendix 3 to the Listing Rules effective from 1 January 2022;
(g) to insert new definitions and make consequential changes relating to the amendments proposed; and
(h) other ancillary and housekeeping amendments to the Articles.

Details of the Proposed Amendments are set out in Appendix III to this circular.

The legal advisers to the Company as to Hong Kong laws and Cayman Islands laws have respectively confirmed that the Proposed Amendments comply with the requirements of the Listing Rules and do not violate the applicable laws of the Cayman Islands. The Company confirms that there is nothing unusual about the Proposed Amendments for a company incorporated in the Cayman Islands whose shares are listed on the Stock Exchange.

Shareholders are advised that the Memorandum and Articles are available in English only, and the Chinese translation of the Proposed Amendments provided in Appendix III to this circular in Chinese is for reference only. In case there is any inconsistency, the English version of the Memorandum and Articles shall prevail.

– 9 –

LETTER FROM THE BOARD

8. ANNUAL GENERAL MEETING

The AGM Notice is set out on pages 96 to 102 of this circular. At the AGM, (i) ordinary resolutions will be proposed to approve, among others, the grant of the Issue Mandate and the Repurchase Mandate, the re-election of the retiring Directors; and (ii) a special resolution will be proposed to approve the Proposed Amendments and the adoption of the New Memorandum and Articles.

The register of members of the Company will be closed from Friday, 17 June 2022 to Wednesday, 22 June 2022, both days inclusive, during which period, no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all transfer of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 16 June 2022.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as practicable and in any event not later than 48 hours before the time for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

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

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, (i) no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM; and (ii) as at the Latest Practicable Date, there was no voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by or binding upon any Shareholder and there was no obligation or entitlement of any Shareholder whereby he/she/it has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his/her/its Shares to a third party, either generally or on a case-by-case basis.

– 10 –

LETTER FROM THE BOARD

9. PRECAUTIONARY MEASURES FOR THE AGM

In light of the ongoing novel coronavirus disease (“ COVID-19 ”), the Company will implement the following precautionary measures at the AGM to safeguard the health and safety of the attendees of the AGM and to prevent the spread of COVID-19 at the AGM:

(i) Compulsory body temperature checks will be conducted on every attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.3 degree Celsius will be denied entry into the AGM venue.
(ii) Every attendee will be required to wear a surgical face mask and to maintain and sit at an appropriate distance from other attendees throughout the AGM and at all times at the AGM venue. Please note that no surgical face masks will be provided at the AGM venue and attendees should prepare their own masks.
(iii) No refreshment or drinks will be served at the AGM venue.
(iv) No souvenirs will be distributed at the AGM.

Any person who does not comply with the precautionary measures set out in this circular or is subject to any Hong Kong Government prescribed quarantine or exhibits flu-like symptoms may be denied entry to the AGM venue. To the extent permitted by law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue so as to ensure the health and safety of the attendees of the AGM.

The Company wishes to remind all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of excising voting rights. In the interest of the health and safety of the attendees of the AGM, the Company advises the Shareholders, particularly the Shareholders who are subject to quarantine in relation to COVID-19, to exercise their voting rights by appointing the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM according to their indicated voting instructions as an alternative to attending the AGM in person. A form of proxy for use at the AGM is enclosed with this circular and is also published on the respective websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https:// www.sinomax.com/). Non-registered Shareholders whose Shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited should consult directly with their banks, brokers or custodians (as the case may be) to assist them in the appointment of proxy.

– 11 –

LETTER FROM THE BOARD

If Shareholders have any questions relating to the AGM, please contact the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, as follows:

Tricor Investor Services Limited

Address: Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong Telephone: +852 2980 1333 Facsimile: +852 2810 8185

E-mail: [email protected]

10. RECOMMENDATION

The Directors consider that all resolutions to be proposed at the AGM, including the proposed grant to the Directors of the Issue Mandate and the Repurchase Mandate, the re-election of the retiring Directors, and the Proposed Amendments and the proposed adoption of the New Memorandum and Articles are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the AGM.

11. GENERAL INFORMATION

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

Yours faithfully,

For and on behalf of the Board

Sinomax Group Limited Lam Chi Fan

Chairman

– 12 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This is an explanatory statement required under Rule 10.06(1)(b) of the Listing Rules to be given to all Shareholders relating to an ordinary resolution to be proposed at the AGM authorising the Repurchase Mandate.

1. EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, 1,750,002,000 Shares were in issue. Subject to the passing of the ordinary resolution approving the grant of the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased prior to the AGM, exercise in full of the Repurchase Mandate could result in up to 175,000,200 Shares, representing 10% of the aggregate number of the issued Shares as at the date of the passing of the ordinary resolution in relation thereto at the AGM, being repurchased by the Company during the period from the passing of the said resolution up to the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting of the Company.

2. REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Share repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles, the Listing Rules and the applicable laws of the Cayman Islands. A listed company may not repurchase its own securities on the Main Board of the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Under the laws of the Cayman Islands, any repurchases of Shares by the Company may be made out of its profits, out of the Company’s share premium account or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, if authorised by the Articles and subject to the Companies Act, out of capital.

Any premium payable on a redemption or purchase over the par value of the Shares to be repurchased must be provided for out of profits or the share premium account of the Company or, if authorised by the Articles and subject to the Companies Act, out of capital.

– 13 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. MATERIAL ADVERSE IMPACT IN THE EVENT OF REPURCHASE IN FULL

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate is exercised in full, it might have a material adverse impact on the working capital and/or the gearing position of the Company as compared with the financial position of the Company as at 31 December 2021, being the date to which its latest published audited financial statements were made up. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital and/or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
April 2021	0.218	0.152
May 2021	0.170	0.154
June 2021	0.230	0.160
July 2021	0.380	0.250
August 2021	0.375	0.285
September 2021	0.310	0.212
October 2021	0.270	0.227
November 2021	0.295	0.229
December 2021	0.295	0.235
January 2022	0.235	0.200
February 2022	0.200	0.185
March 2022	0.200	0.180
April 2022 (up to the Latest Practicable Date)	0.214	0.190

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Memorandum and the Articles and the laws of the Cayman Islands.

– 14 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, none of the Directors nor any of their respective close associates has a present intention, in the event that the grant of the Repurchase Mandate is approved by the Shareholders and exercised, to sell any Shares to the Company. No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, nor has he/she/it undertaken not to do so, in the event that the grant of the Repurchase Mandate is approved by the Shareholders and exercised.

8. TAKEOVERS CODE AND PUBLIC FLOAT REQUIREMENT

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase in the Shareholder’s interest, may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as was known to, or could be ascertained after reasonable enquiry by the Directors, the following persons were interested in 5% or more of the then issued share capital of the Company:

			Approximate	Approximate
			percentage of	percentage of
		Number of	shareholding as at	shareholding if the
		Shares/underlying	the Latest	Repurchase Mandate
Name	Nature of interest	Shares(1)	Practicable Date(2)	is exercised in full
Lam Chi Fan	Founder of a	1,275,906,000 (L)(3)	72.91%	81.01%
	discretionary trust
	Beneficial owner	1,500,000 (L)(4)	0.09%	0.10%
Cheung Shui Ying	Founder of a	1,275,906,000 (L)(5)	72.91%	81.01%
	discretionary trust
Sinomax Enterprises	Beneficial owner	1,275,906,000 (L)	72.91%	81.01%
Limited(6)
Chi Fan Holding Limited	Interest of a	1,275,906,000 (L)(7)	72.91%	81.01%
	controlled corporation
The James’ Family	Interest of a	1,275,906,000 (L)(8)	72.91%	81.01%
Holding Limited	controlled corporation
Vistra(9)	Trustee of various trusts	1,275,906,000 (L)	72.91%	81.01%
Li Ching Hau	Interest of spouse	1,277,406,000 (L)(10)	72.99%	81.11%

– 15 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

Notes:

(1) The letter “L” denotes long position.
(2) The percentage is compiled based on the total number of 1,750,002,000 Shares in issue as at the Latest Practicable Date.
(3) These Shares are held by Sinomax Enterprises Limited. Sinomax Enterprises Limited is legally owned as to 37.5% by Chi Fan Holding Limited, which is beneficially owned as to 100% by The Frankie Trust. The Frankie Trust is a discretionary family trust established by Lam Chi Fan as settlor and Vistra acting as the trustee. The beneficiaries of The Frankie Trust are Lam Chi Fan and his family members.
(4) Lam Chi Fan, an executive Director, has been granted share options to subscribe for 1,500,000 Shares under the Post-IPO Share Option Scheme, all of which are still outstanding as at the Latest Practicable Date.
(5) These Shares are held by Sinomax Enterprises Limited. Sinomax Enterprises Limited is legally owned as to 37.5% by The James’ Family Holding Limited, which is beneficially owned as to 100% by The James’ Family Trust. The James’ Family Trust is a discretionary family trust established by Cheung Shui Ying as settlor and Vistra acting as the trustee. The beneficiaries of The James’ Family Trust are Cheung Shui Ying and her family members.
(6) Sinomax Enterprises Limited is legally owned as to 37.5%, 37.5%, 12.5% and 12.5% by Chi Fan Holding Limited, The James’ Family Holding Limited, Wing Yiu Investments Limited and Venture Win Holdings Limited, respectively, and beneficially owned in the same proportion by The Frankie Trust, The James’ Family Trust, The Cheung’s Family Trust and The Feng Chen’s Family Trust, respectively.
(7) These Shares are held by Sinomax Enterprises Limited, which is legally owned as to 37.5% by Chi Fan Holding Limited.
(8) These Shares are held by Sinomax Enterprises Limited, which is legally owned as to 37.5% by The James’ Family Holding Limited.
(9) Vistra acts as the trustee of The Frankie Trust, The James’ Family Trust, The Cheung’s Family Trust and The Feng Chen’s Family Trust. The beneficiaries of The Frankie Trust are Lam Chi Fan and his family members. The beneficiaries of The James’ Family Trust are Cheung Shui Ying and her family members. The beneficiaries of The Cheung’s Family Trust are Cheung Tung and his family members. The beneficiaries of The Feng Chen’s Family Trust are Chen Feng and his family members.
(10) These interests belong to Lam Chi Fan, the spouse of Li Ching Hau. Under the SFO, Li Ching Hau is deemed to be interested in the same number of Shares in which Lam Chi Fan is interested.

– 16 –

APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

In the event that the Directors exercise in full the Repurchase Mandate and assuming no further Shares are issued by the Company, the interests of the above Shareholders would be increased to approximately the respective percentages shown in the last column of the table above (assuming that the number of Shares then held by each of such Shareholders remain the same). Such increases would not give rise to an obligation to make a mandatory offer under the Takeovers Code.

The Listing Rules prohibit a company from making repurchases on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the company’s total number of issued shares would be in public hands. The Directors have no present intention to exercise the Repurchase Mandate to an extent that the aggregate number of Shares in public hands would be reduced to less than such prescribed minimum percentage.

9. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not purchased any Shares (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.

– 17 –

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

APPENDIX II

The biographical details of the Directors proposed to be re-elected at the AGM, as required to be disclosed pursuant to rule 13.51(2) of the Listing Rules, are set out below:

1. Mr. LAM Chi Fan （林志凡先生） – executive Director

Mr. Lam Chi Fan (“ Mr. Lam ”), aged 63, is a co-founder of the Group, the Chairman of the Group and an executive Director. Mr. Lam is also the chairman of the Nomination Committee and a member of the Company’s remuneration committee. Mr. Lam was appointed to the Board in June 2012. Mr. Lam is also a director of certain subsidiaries of the Group. Mr. Lam is responsible for formulation of the overall business strategies of the Group. He is also responsible for the business planning and management of the Group. Mr. Lam has over 20 years’ experience in the polyurethane foam business. Prior to founding the Group in January 2000, he was a director of Luen Tai Component Limited, a company engaging in the sales of foam products, from March 1991 to July 1996. He is a member of the 13th Chinese People’s Political Consultative Conference Jiashan, Zhejiang Province Committee（中國人民政治協商會議浙江省嘉善縣第十三屆委員會特邀委員）, the vice president of the Shau Kei Wan District of the Scout Association of Hong Kong（香港童軍總會筲箕灣區副會長）and an affiliated supervisor of the Huangpu Customs of the PRC（中華人民共和國黃埔海關辦事處特邀監督員）and the president of the Dongguan City Tang Xia Association of Enterprises with Foreign Investment（東莞市塘廈外商投資企業協會會長）.

Mr. Lam is the uncle of Mr. Cheung Tung, the President and an executive Director; the father of Mr. Lam Sze Chiu, a senior management member of the Group; and a cousin of Ms. Lam Fei Man, an executive Director.

As at the Latest Practicable Date, Mr. Lam was interested in 1,277,406,000 Shares (including his personal interests in share options granted by the Company to subscribe for 1,500,000 Shares) within the meaning of Part XV of the SFO.

Mr. Lam has entered into a service agreement with the Company for a term of three years with effect from 11 July 2020, which may be terminated by either party giving at least three months’ prior notice in writing. Pursuant to such service contract, Mr. Lam is entitled to director’s fees of HK$2,029,183 per annum.

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APPENDIX II

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

2. Mr. ZHANG HWO Jie （張傑先生） – independent non-executive Director

Mr. ZHANG HWO Jie, aged 59, is an independent non-executive Director, a member of the audit committee and the corporate governance committee of the Company. Mr. Zhang was appointed to the Board in March 2014. Mr. Zhang is currently the chairman of EVA Precision Industrial Holdings Limited (stock code: 838), a listed public company in Hong Kong. Mr. Zhang has more than 25 years of experience in marketing, strategic planning and corporate management in manufacturing industry. Mr. Zhang was granted with the “Young Industrialist Award of Hong Kong” by the Federation of Hong Kong Industries in 2008, and was bestowed as an honorary fellow by The Professional Validation Council of Hong Kong Industries in 2014. He is currently the president honoris causa of Hong Kong Young Industrialists Council, the honorary chairman of The Hong Kong Metals Manufacturers Association and the honorary president of Hong Kong Mould and Product Technology Association.

As at the Latest Practicable Date, Mr. Zhang has personal interests (within the meaning of Part XV of the SFO) in share options granted by the Company to subscribe for 300,000 Shares.

Mr. Zhang has entered into a service agreement with the Company for a term of three years effective from 11 July 2020, which may be terminated by either party giving at least three months’ prior notice in writing. Pursuant to such service contract, Mr. Zhang is entitled to director’s fees of HK$240,000 per annum.

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APPENDIX II

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

3. Mr. WU Tak Lung （吳德龍先生） – independent non-executive Director

Mr. WU Tak Lung, aged 56, is an independent non-executive Director and a member of the audit committee, the corporate governance committee and the remuneration committee of the Company. Mr. Wu was appointed to the Board in March 2014. Mr. Wu had worked in Deloitte Touche Tohmatsu, an international accounting firm, for five years and was then employed in several companies in Hong Kong as head of corporate finance and/or executive director. Mr. Wu had over 10 years’ experience in the corporate finance field. Mr. Wu currently serves as an independent nonexecutive director of Henan Jinma Energy Company Limited (stock code: 6885), Minth Group Limited (stock code: 425), Sinopharm Group Co. Ltd (stock code: 1099), Kam Hing International Holdings Limited (stock code: 2307) and Zhongguancun Science-Tech Leasing Co Ltd (stock code: 1601), all of which are listed public companies in Hong Kong. Mr. Wu holds a bachelor’s degree in business administration in accounting from the Hong Kong Baptist University and a master’s degree in business administration jointly issued by the University of Manchester and the University of Wales. Mr. Wu is a member of the Hong Kong Institute of Certified Public Accountants and he is also a fellow member of the Association of Chartered Certified Accountants, Taxation Institute of Hong Kong, the Hong Kong Institute of Chartered Secretaries and the Hong Kong Securities and Investment Institute.

Moreover, in the last three years, he was an independent non-executive director of Beijing Media Corporation Limited, a company listed on the Main Board of the Stock Exchange (stock code: 1000) and China Machinery Engineering Corporation. He was also an independent director of Olympic Circuit Technology Co., Ltd., a company listed on the Shanghai Stock Exchange (stock code: 603920). On 10 February 2022, the Listing Committee of the Stock Exchange issued a statement in which, among others, certain members and former members of the board of Beijing Media Corporation Limited (stock code: 1000) have been criticized, details of which in respect of Mr. Wu (as a former independent non-executive director of such company) are set out in the Company’s announcement dated 14 February 2022.

As at the Latest Practicable Date, Mr. Wu has personal interests (within the meaning of Part XV of the SFO) in share options granted by the Company to subscribe for 300,000 Shares.

Mr. Wu has entered into a service agreement with the Company for a term of three years effective from 11 July 2020, which may be terminated by either party giving at least three months’ prior notice in writing. Pursuant to such service contract, Mr. Wu is entitled to director’s fees of HK$240,000 per annum.

– 20 –

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

APPENDIX II

GENERAL

Save as disclosed above, as at the Latest Practicable Date and to the best knowledge and belief of the Board, the Directors confirmed that each of Mr. Lam Chi Fan, Mr. Zhang Hwo Jie and Mr. Wu Tak Lung:

(a) did not hold any directorship in other listed public companies in the last three years;
(b) did not hold any other positions with the Company or any member of the Group;
(c) was not connected and did not have any relationship with any Director, senior management of the Company, substantial shareholder of the Company or Controlling Shareholder; and
(d) did not have any interests in the Shares which are required to be disclosed under Part XV of the SFO.

Save for the information set out in this section and in the 2021 Annual Report, there is no other matter relating to the above Directors which is required to be brought to the attention of the Shareholders or which is required to be disclosed under paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

– 21 –

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

The following is a marked-up version of the proposed New Memorandum and Articles which shows the Proposed Amendments to the existing Memorandum and Articles. The English version shall prevail in case of any discrepancy or inconsistency between the English version and its Chinese translation.

THE COMPANIES LAW (2013 REVISION ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

Sinomax Group Limited 盛諾集團有限公司

( ~~conditionally adopted~~ Adopted by special resolution passed ~~on 4 March 2014 and effective on the date on which the shares of the Company are listed on The Stock Exchange of Hong Kong Limited)~~ at the annual general meeting held on 22 June 2022)

– 22 –

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

THE COMPANIES LAW (2013 REVISION ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

Sinomax Group Limited 盛諾集團有限公司

( ~~conditionally adopted~~ Adopted by special resolution passed ~~on 4 March 2014 and effective on the date on which the shares of the Company are listed on The Stock Exchange of Hong Kong Limited)~~ at the annual general meeting held on 22 June 2022)

– 23 –

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

The Companies Law (2013 Revision Act (As Revised) Company Limited by Shares

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

Sinomax Group Limited

盛諾集團有限公司

1 The name of the Company is Sinomax Group Limited 盛諾集團有限公司.
2 The Registered Office of the Company shall be at the offices of P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands or at such other place in the Cayman Islands as the Board may from time to time decide.
3 The objects for which the Company is established are unrestricted and shall include, but without limitation, the following:
(a) to carry on business as an investment company and as an investment holding company and to acquire and hold shares, stocks, debenture stock, bonds, mortgages, obligations and securities of any kind issued or guaranteed by any company, corporation or undertaking of whatever nature and wherever constituted or carrying on business, and shares, stock, debenture stock, bonds, obligations and other securities issued or guaranteed by any government, sovereign ruler, commissioners, trust, local authority or other public body, and to vary, transpose, dispose of or otherwise deal with from time to time as may be considered expedient any of the Company’s investments for the time being;
(b) to subscribe for, conditionally or unconditionally, to underwrite, issue on commission or otherwise, take, hold, deal in and convert stocks, shares and securities of all kinds and to enter into partnership or into any arrangement for sharing profits, reciprocal concessions or cooperation with any person or company and to promote and aid in promoting, to constitute, form or organise any company, joint venture, syndicate or partnership of any kind, for the purpose of acquiring and undertaking any property and liabilities of the Company or of advancing, directly or indirectly, the objects of the Company or for any other purpose which the Company may think expedient;

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

(c) to exercise and enforce all rights and powers conferred by or incidental to the ownership of any shares, stock, obligations or other securities including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof, to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interested upon such terms as may be thought fit;
(d) to stand surety for or to guarantee, indemnify, support or secure the performance of all or any of the obligations of any person, firm or company whether or not related or affiliated to the Company in any manner and whether by personal covenant or by mortgage, charge or lien upon the whole or any part of the undertaking, property and assets of the Company, both present and future, including its uncalled capital or by any such method and whether or not the Company shall receive valuable consideration therefor;
(e) to carry on the business of promoters and entrepreneurs and to carry on business as financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents, importers and exporters and to undertake and carry on and execute all kinds of investment, financial, commercial, mercantile, trading and other operations;
(f) to carry on whether as principals, agents or otherwise howsoever the business of realtors, developers, consultants, estate agents or managers, builders, contractors, engineers, manufacturers, dealers in or vendors of all types of property including the provision of any services;
(g) to purchase or otherwise acquire, to sell, exchange, surrender, lease, mortgage, charge, convert, turn to account, dispose of and deal with real and personal property and rights of all kinds and, in particular, mortgages, debentures, produce, concessions, options, contracts, patents, annuities, licences, stocks, shares, bonds, policies, book debts, business concerns, undertakings, claims, privileges and choses in action of all kinds; and
(h) to engage in or carry on any other lawful trade, business or enterprise which may at any time appear to the Directors capable of being conveniently carried on in conjunction with any of the aforementioned businesses or activities or which may appear to the Directors likely to be profitable to the Company.

– 25 –

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

In the interpretation of this Memorandum of Association in general and of this Clause 3 in particular no object, business or power specified or mentioned shall be limited or restricted by reference to or inference from any other object, business or power, or the name of the Company, or by the juxtaposition of two or more objects, businesses or powers and that, in the event of any ambiguity in this Clause or elsewhere in this Memorandum of Association, the same shall be resolved by such interpretation and construction as will widen and enlarge and not restrict the objects, businesses and powers of and exercisable by the Company.

4 Except as prohibited or limited by the Companies ~~Law (2013 Revision~~ Act (As Revised), the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies ~~Law (2013 Revision~~ Act (As Revised) and shall have and be capable of from time to time and at all times exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate, irrespective of any question of corporate benefit, in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be considered by it necessary for the attainment of its objects and whatever else may be considered by it as incidental or conducive thereto or consequential thereon, including, but without in any way restricting the generality of the foregoing, the power to make any alterations or amendments to this Memorandum of Association and the Articles of Association of the Company considered necessary or convenient in the manner set out in the Articles of Association of the Company, and the power to do any of the following acts or things, viz: to pay all expenses of and incidental to the promotion, formation and incorporation of the Company; to register the Company to do business in any other jurisdiction; to sell, lease or dispose of any property of the Company; to draw, make, accept, endorse, discount, execute and issue promissory notes, debentures, debenture stock, loans, loan stock, loan notes, bonds, convertible bonds, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments; to lend money or other assets and to act as guarantors; to borrow or raise money on the security of the undertaking or on all or any of the assets of the Company including uncalled capital or without security; to invest monies of the Company in such manner as the Directors determine; to promote other companies; to sell the undertaking of the Company for cash or any other consideration; to distribute assets in specie to members of the Company; to contract with persons for the provision of advice, the management and custody of the Company’s assets, the listing of the Company’s shares and its administration; to make charitable or benevolent donations; to pay pensions or gratuities or provide other benefits in cash or kind to Directors, officers, employees, past or present and their families; to purchase Directors and officers liability insurance; to carry on any trade or business and generally to do all acts and things which, in the opinion of the Company or the Directors, may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection with the business aforesaid PROVIDED THAT the Company shall only carry on the businesses for which a licence is required under the laws of the Cayman Islands when so licensed under the terms of such laws.

– 26 –

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

5 The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
6 The share capital of the Company is HK$1,000,000,000 divided into 10,000,000,000 shares of a nominal or par value of HK$0.1 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 (2013 Revision~~ Act (As 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 declared to be preference or otherwise shall be subject to the powers hereinbefore contained.
7 If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 174 of the Companies ~~Law (2013 Revision~~ Act (As Revised) and, subject to the provisions of the Companies ~~Law (2013 RevisionA~~ ct (As Revised) and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

– 27 –

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

THE COMPANIES LAW (2013 REVISION ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

Sinomax Group Limited 盛諾集團有限公司

– 28 –

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Heading	Page Number	Page Number	Page Number
1	EXCLUSION OF TABLE A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		~~9~~ ~~3~~
2	INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		~~9~~ ~~3~~
3	SHARE CAPITAL AND MODIFICATION OF RIGHTS . . . . . . . . . . . . . . . . . . . .	~~13~~ ~~7~~
4	REGISTER OF MEMBERS AND SHARE CERTIFICATES. . . . . . . . . . . . . . . . . .	~~15~~ ~~9~~
5	LIEN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~17~~ ~~1~~1
6	CALLS ON SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~18~~ ~~1~~1
7	TRANSFER OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~20~~ ~~1~~3
8	TRANSMISSION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~22~~ ~~1~~5
9	FORFEITURE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~22~~ ~~1~~5
10	ALTERATION OF CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~24~~ ~~1~~7
11	BORROWING POWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~25~~ ~~1~~8
12	GENERAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~25~~ ~~1~~8
13	PROCEEDINGS AT GENERAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~27~~ ~~2~~0
14	VOTES OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~29~~ ~~2~~1
15	REGISTERED OFFICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~31~~ ~~2~~4
16	BOARD OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~32~~ ~~2~~4
17	MANAGING DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~37~~ ~~2~~9
18	MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~38~~ ~~3~~0
19	MANAGERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~39~~ ~~3~~0
20	PROCEEDINGS OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~39~~ ~~3~~1
21	SECRETARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~41~~ ~~3~~2
22	GENERAL MANAGEMENT AND USE OF THE SEAL . . . . . . . . . . . . . . . . . . . .	~~41~~ ~~3~~3
23	CAPITALISATION OF RESERVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~43~~ ~~3~~4
24	DIVIDENDS AND RESERVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~44~~ ~~3~~5
25	UNTRACEABLE MEMBERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~49~~ ~~4~~0
26	DOCUMENT DESTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~50~~ ~~4~~1
27	ANNUAL RETURNS AND FILINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~51~~ ~~4~~1
28	ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~51~~ ~~4~~1
29	AUDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~52~~ ~~4~~2
30	NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~53~~ ~~4~~3
31	INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~55~~ ~~4~~5
32	WINDING UP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~55~~ ~~4~~5
33	INDEMNITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~56~~ ~~4~~6
34	FINANCIAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~56~~ ~~4~~6
35	AMENDMENT OF MEMORANDUM AND ARTICLES . . . . . . . . . . . . . . . . . . . .	~~56~~ ~~4~~6
36	TRANSFER BY WAY OF CONTINUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~57~~ ~~4~~6
37	MERGERS AND CONSOLIDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	~~57~~ ~~4~~6

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PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

THE COMPANIES LAW (2013 REVISION ACT (AS REVISED)

OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

Sinomax Group Limited 盛諾集團有限公司

1 Exclusion of Table A

The regulations contained in Table A in the First Schedule to the Companies ~~LawA~~ ct shall not apply to the Company.

2 Interpretation

2.1 The marginal notes to these Articles shall not affect the interpretation hereof.
2.2 In these Articles, unless there be something in the subject or context inconsistent therewith:

“Articles”

shall mean these Articles of Association and all supplementary, amended or substituted Articles for the time being in force.

“Associate”

shall mean, in relation to any Director:

(i) his spouse and any of his or his spouse’s children or step-children, natural or adopted, under the age of 18 (together, the “ family interests ”);

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PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

(ii) the trustees, acting in their capacity as such trustees, of any trust of which he or any of his family interests is a beneficiary or, in the case of a discretionary trust, is (to his knowledge) a discretionary object;
(iii) any company in the equity capital of which he, his family interests, and/or any of the trustees referred to in paragraph (ii) above, acting in their capacity as such trustees, taken together are directly or indirectly interested (other than through their respective interests in the capital of the Company) so as to exercise or control the exercise of 30% (or such other amount as may from time to time be specified in the HK Code on Takeovers and Mergers as being the level for triggering a mandatory general offer) or more of the voting power at general meetings, or to control the composition of a majority of the board and any other company which is its subsidiary; and
(iv) any other persons who would be deemed to be an “associate” of the Director under the Listing Rules.

“Auditors”

“Board”

shall mean the persons appointed by the Company from time to time to perform the duties of auditors of the Company.

shall mean the majority of the Directors present and voting at a meeting of Directors at which a quorum is present.

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PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

“business day”

“capital”

“Chairman”

“Communication Facilities”
“Companies ~~LawA~~ ct” or “ ~~LawA~~ ct”

“Companies Ordinance”

“Company”

“Company’s Website”

shall mean a day on which the Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Exchange is closed for business of dealing in securities in Hong Kong on a day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purpose of these Articles be counted as a business day.

shall mean the share capital from time to time of the Company.

shall mean the Chairman presiding at any meeting of members or of the Board.

shall mean video, video conferencing, internet or - online conferencing applications, telephone or tele - conferencing and/or any other video communication, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and be heard by each other.
shall mean the Companies ~~Law (2013 Revision~~ Act (As Revised), Cap. 22 of the Cayman Islands and any amendments thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor.

shall mean the Companies Ordinance (Cap. ~~326~~ 22 of the Laws of Hong Kong) as in force from time to time.

shall mean Sinomax Group Limited 盛諾集團有限公司.

shall mean the website of the Company, the address or domain name of which has been notified to members.

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PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

“Director”

“dividend”

“dollars” and “HK$”

“electronic”

“electronic means”

“Electronic Signature”
“Electronic Transactions ~~LawA~~ ct”

“Exchange”

“HK Code on Takeovers and Mergers”

“holding company”

shall mean any director from time to time of the Company.

shall include bonus dividends and distributions permitted by the ~~LawA~~ ct to be categorised as dividends.

shall mean dollars legally current in Hong Kong.

shall have the meaning given to it in the Electronic Transactions ~~LawA~~ ct.

includes sending or otherwise making available to the intended recipients of the communication in electronic format.

shall mean an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication.

means the Electronic Transactions ~~Law (2003 Revision~~ Act (As Revised) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor.

shall mean The Stock Exchange of Hong Kong Limited.

shall mean the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong as amended from time to time.

shall have the meaning attributed to such term in the Companies Ordinance.

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PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

“Listing Rules”

“members”

“Memorandum”

“month”

“ordinary resolution”

“Person”

“Present”

shall mean the Rules Governing the Listing of Securities on the Exchange as amended from time to time.

shall mean the persons who are duly registered as the holders from time to time of shares in the register including persons who are jointly so registered.

shall mean the memorandum of association of the Company.

shall mean a calendar month.

shall mean a resolution passed by a simple majority of the votes of such members of the Company as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting held in accordance with these Articles and includes an ordinary resolution passed pursuant to Article ~~13.111~~ 3.12.

shall mean any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires.

shall mean, in respect of any Person, such Person’s presence at a general meeting of members, which may be satisfied by means of such Person or, if a - corporation or other non natural Person, its duly authorised representative (or, in the case of any member, a proxy which has been validly appointed by such member in accordance with these Articles), being:

(a) physically present at the meeting; or

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PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

(b) in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities.
“principal register”
“published in the newspapers”
“published on the Exchange’s website”
“recognised clearing house”

“register”

“rights issue”

“seal”

shall mean the register of members of the Company maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time.
shall mean published as a paid advertisement in English in at least one English language newspaper and in Chinese in at least one Chinese language newspaper, being in each case a newspaper published daily and circulating generally in Hong Kong in accordance with the Listing Rules.
shall mean published in English and Chinese on the Exchange’s website in accordance with the Listing Rules.

shall have the meaning ascribed thereto in Part I of Schedule 1 of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any amendments thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor.

shall mean the principal register and any branch registers.

shall mean an offer by way of rights to existing holders of securities of the Company which enables those holders to subscribe for securities in proportion to their existing holdings.

shall include the common seal of the Company, the securities seal or any duplicate seal adopted by the Company pursuant to Article 22.2.

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PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

“Secretary”

shall mean the person appointed as company secretary by the Board from time to time.

“share”

shall mean a share in the capital of the Company.

“special resolution”

shall have the same meaning as ascribed thereto in the ~~Law~~ Act and shall include an unanimous written resolution of all members: for this purpose, the requisite majority shall be not less than threefourths of the votes of such members of the Company as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.

“subsidiary”

shall have the meaning attributed to such term in the Companies Ordinance, but interpreting the term “subsidiary” in accordance with the definition of “subsidiary” under the Listing Rules.

“transfer office”

shall mean the place where the principal register is situate for the time being.

“Virtual Meeting”

shall mean any general meeting of the members at which the members (and any other permitted participants of such meeting, including, without limitation, the Chairman of such meeting and any Directors) are permitted to attend and participate solely by means of the Communication Facilities.

2.3 Subject as aforesaid, any words defined in the ~~LawA~~ ct shall, if not inconsistent with the subject and/or context, bear the same meanings in these Articles.
2.4 Words importing either gender shall include the other gender and the neuter; words importing persons and the neuter shall include companies and corporations and vice versa; and words denoting the singular shall include the plural and words denoting the plural shall include the singular.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

2.5 “ Writing ” or “ printing ” shall include writing, printing, lithograph, photograph, type-writing and every other mode of representing words or figures in a legible and non-transitory form and, only where used in connection with a notice served by the Company on members or other persons entitled to receive notices hereunder, shall also include a record maintained in an electronic medium which is accessible in visible form so as to be useable for subsequent reference.
2.6 Sections 8 and 19 of the Electronic Transactions ~~LawA~~ ct shall not apply.

3 Share Capital and Modification of Rights

Capital 3.1 The authorised share capital of the Company at the date of the adoption of these Articles is ~~App 3~~ HK$1,000,000,000 divided into 10,000,000,000 shares of a nominal or par value of HK$0.1
~~r.9~~ each.
3.2 Subject to the provisions of these Articles and to any direction that may be given by the Company in general meeting and without prejudice to any special rights conferred on the holders of any existing shares or attaching to any class of shares, any share may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or
Issue of shares restrictions, whether in regard to dividend, voting, return of capital or otherwise, and to such
~~App 3 r.6(1)~~ persons at such times and for such consideration as the Board may determine. Subject to the ~~LawA~~ ct and to any special rights conferred on any members or attaching to any class of shares, any share may, with the sanction of a special resolution, be issued on terms that it is, or at the option of the Company or the holder thereof is, liable to be redeemed. No shares shall be issued to bearer.
3.3 Subject to the Listing Rules, the Board may issue warrants to subscribe for any class of shares or other securities of the Company on such terms as it may from time to time determine. No warrants shall be issued to bearer for so long as a recognised clearing house
Issue of warrants (in its capacity as such) is a member of the Company. Where warrants are issued to bearer,
~~App 3 r.2(2)~~ no new warrant shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original has been destroyed and the Company has received an indemnity in such form as the Board shall think fit with regard to the issue of any such new warrant.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

How class rights may be modified App 3 ~~r.6(2) App 13 Part B~~ r. ~~2(1)~~ 15

3.4 If at any time the share capital of the Company is divided into different classes of shares, all or any of the rights attached to any class of shares for the time being issued (unless otherwise provided for in the terms of issue of the shares of that class) may, subject to the provisions of the ~~LawA~~ ct, be varied or abrogated with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of shares of that class. To every such separate meeting all the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the quorum for the purposes of any such separate meeting and of any adjournment thereof shall be a person or persons together holding (or representing by proxy or duly authorised representative) at the date of the relevant meeting not less than one-third in nominal value of the issued shares of that class.
3.5 The special rights conferred upon the holders of shares of any class shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
3.6 Subject to the ~~LawA~~ ct, or any other law or so far as not prohibited by any law or the Listing Rules and subject to any rights conferred on the holders of any class of shares, the
Company may Company shall have the power to purchase or otherwise acquire any of its own shares (which purchase and expression as used in this Article includes redeemable shares) provided that the manner
finance the purchase of of purchase has first been authorised by a resolution of the members, and to purchase or own shares otherwise acquire warrants for the subscription or purchase of its own shares, and shares and and warrants warrants for the subscription or purchase of any shares in any company which is its holding company and may make payment therefor in any manner authorised or not prohibited by law, including out of capital, or to give, directly or indirectly, by means of a loan, a guarantee, a gift, an indemnity, the provision of security or otherwise howsoever, financial assistance for the purpose of or in connection with a purchase or other acquisition made or to be made by any person of any shares or warrants in the Company or any company which is a holding company of the Company and should the Company purchase or otherwise acquire its own shares or warrants neither the Company nor the Board shall be required to select the shares or warrants to be purchased or otherwise acquired rateably or in any other manner as between the holders of shares or warrants of the same class or as between them and the holders of shares or warrants of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares provided always that any such purchase or other acquisition or financial assistance shall only be made in accordance with any relevant code, rules or regulations issued by the Exchange or the Securities and Futures Commission of Hong Kong from time to time in force.
3.7 The Board may accept the surrender for no consideration of any fully paid share.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

3.8 The Company in general meeting may, from time to time, whether or not all the shares for the time being authorised shall have been issued and whether or not all the shares for the
Power to increase time being issued shall have been fully paid up, by ordinary resolution, increase its share
capital capital by the creation of new shares, such new capital to be of such amount and to be divided into shares of such respective amounts as the resolution shall prescribe.
3.9 Subject to the provisions of the ~~LawA~~ ct and the Memorandum of Association of the Company, and to any special rights conferred on the holders of any shares or attaching to
Redemption any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holders are, liable to be redeemed on such terms and in such manner, including out of capital, as determined by a special resolution.
~~App 3~~ 3.10 Where the Company purchases or redeems any of its shares, purchases or redemption not ~~r.8(1) &~~ made through the market or by tender shall be limited to a maximum price, and if purchases
~~(2)~~ are by tender, tenders shall be available to all members alike.

Purchase or redemption 3.11 The purchase or redemption of any share shall not be deemed to give rise to the purchase or not to give rise to redemption of any other share. other purchases or redemptions

3.12 The holder of the shares being purchased, surrendered or redeemed shall be bound to deliver
Certificates to be up to the Company at its principal place of business in Hong Kong or such other place as surrendered for cancellation the Board shall specify the certificate(s) thereof, if any, for cancellation and thereupon the Company shall pay to him the purchase or redemption monies in respect thereof.
3.13 Subject to the provisions of the ~~LawA~~ ct, of the Memorandum of Association of the Company,
Shares at the and of these Articles relating to new shares, the unissued shares in the Company (whether disposal of the Board forming part of its 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, as the Board shall determine.
3.14 The Company may, unless prohibited by law, at any time pay a commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares
Company may pay commissions in the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, but so that the conditions and requirements of the ~~LawA~~ ct shall be observed and complied with, and in each case the commission shall not exceed 10% of the price at which the shares are issued.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

3.15 Except as otherwise expressly provided by these Articles or as required by law or as ordered
Company not to by a court of competent jurisdiction, no person shall be recognised by the Company as recognise trusts holding any share upon any trust and the Company shall not be bound by or be compelled in respect of shares in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any shares or any interest in any fractional part of a share or any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

4 Register of Members and Share Certificates

4.1 The Board shall cause to be kept at such place within or outside the Cayman Islands as it
Share register ~~App 3~~ deems fit a principal register of the members and there shall be entered therein the particulars ~~r.1(1)~~ of the members and the shares issued to each of them and other particulars required under the ~~LawA~~ ct.
4.2 If the Board considers it necessary or appropriate, the Company may establish and maintain a branch register or registers of members at such location or locations within or outside the Cayman Islands as the Board thinks fit. The principal register and the branch register(s) shall together be treated as the register for the purposes of these Articles.
4.3 The Board may, in its absolute discretion, at any time transfer any share upon the principal register to any branch register or any share on any branch register to the principal register or any other branch register.
4.4 Notwithstanding anything contained in this Article, the Company shall as soon as practicable and on a regular basis record in the principal register all transfers of shares effected on any branch register and shall at all times maintain the principal register in such manner as to show at all times the members for the time being and the shares respectively held by them, in all respects in accordance with the Companies ~~LawA~~ ct.
4.5 For so long as any shares are listed on the Exchange, title to such listed shares may be evidenced and transferred in accordance with the Listing Rules that are or shall be applicable to such listed shares. The register of members maintained by the Company in respect of such listed shares (whether the principal register or a branch register) may be kept by recording the particulars required by Section 40 of the ~~LawA~~ ct in a form otherwise than legible (provided it is capable of being reproduced in a legible form) if such recording otherwise complies with the Listing Rules that are or shall be applicable to such listed shares.

– 40 –

App ~~133 Part B~~ r. ~~3(2)~~ 20

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

4.6 Except when a register is closed and, if applicable, subject to the additional provisions of Article 4.8, the principal register and any branch register shall during business hours be kept open to the inspection of any member without charge.
4.7 The reference to business hours in Article 4.6 is subject to such reasonable restrictions as the Company in general meeting may impose, but so that not less than two hours in each business day is to be allowed for inspections.
4.8 Subject to the Listing Rules, the register may, on 14 days’ notice (or on 6 business days’ notice in the case of a rights issue) being given by advertisement published on the Exchange’s website, or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided or by advertisement published in the newspapers, be closed at such times and for such periods as the Board may from time to time determine, either generally or in respect of any class of shares, provided that the register shall not be closed for more than 30 days in any year (or such longer period as the members may by ordinary resolution determine provided that such period shall not be extended beyond 60 days in any year). The Company shall, on demand, furnish any person seeking to inspect the register or part thereof which is closed by virtue of these Articles with a certificate under the hand of the Secretary stating the period for which, and by whose authority, it is closed. In the event that there is an alteration of book closure dates, the Company shall give at least 5 business days’ notice in accordance with the procedures set out in this Article.

~~App 13 Part B r.3(2)~~

4.9 Any register held in Hong Kong shall during normal business hours (subject to such reasonable restrictions as the Board may impose) be open to inspection by a member without charge and any other person on payment of such fee not exceeding HK$2.50 (or such higher amount as may from time to time be permitted under the Listing Rules) as the Board may determine for each inspection. Any member may require a copy of the register, or any part thereof, on payment of HK$0.25, or such lesser sum as the Company may prescribe, for every 100 words or fractional part thereof required to be copied. The Company shall cause any copy so required by any person to be sent to that person within a period of 10 days commencing on the date next after the day on which the request is received by the Company.
4.10 In lieu of, or apart from, closing the register pursuant to other provisions in these Articles subject to the Listing Rules, the Board may fix in advance a date as the record date for any such determination of members entitled to receive notice of, or to vote at any general meeting of the members or any adjournment thereof, or for the purpose of determining the members entitled to receive payment of any dividend or distribution, or in order to make a determination of members for any other purpose.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

certificates ~~App 3 r.1(1)~~

4.11 Every person whose name is entered as a member in the register shall be entitled to receive, within any relevant time limit as prescribed in the ~~Law~~ Act or as the Exchange may from time to time determine, whichever is shorter, and subject to payment of any fees which may be payable pursuant to Article 7.8, after allotment or lodgment of transfer, or within such other period as the conditions of issue shall provide, one certificate for all his shares of each class or, if he shall so request, in a case where the allotment or transfer is of a number of shares in excess of the number for the time being forming an Exchange board lot, such numbers of certificates for shares in Exchange board lots or multiples thereof as he shall request and one for the balance (if any) of the shares in question, provided that, in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue a certificate or certificates to each such person and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders. All certificates for shares shall be delivered personally or sent through the post addressed to the member entitled thereto at his registered address as appearing in the register.

Share 4.12 Every certificate for shares or debentures or representing any other form of security of the certificates to Company shall be issued under the seal of the Company, which shall only be affixed with the be sealed ~~App 3~~ authority of the Board. ~~r.2(1)~~

Every certificate 4.13 Every share certificate shall specify the number and class of shares in respect of which it is to specify number and issued and the amount paid thereon or the fact that they are fully paid, as the case may be, class of shares and may otherwise be in such form as the Board may from time to time prescribe.
4.14 The Company shall not be bound to register more than four persons as joint holders of any
Joint holders ~~App 3~~ share. If any share shall stand in the names of two or more persons, the person first named in ~~r.1(3)~~ the register shall be deemed the sole holder thereof 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 share.
4.15 If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such fee,
Replacement of if any, not exceeding such amount as may from time to time be permitted under the Listing share certificates Rules or such lesser sum as the Board may from time to time require) and on such terms and
~~App 3 r.1(1)~~ conditions, if any, as to publication of notices, evidence and indemnity, as the Board thinks fit and where it is defaced or worn out, after delivery up of the old certificate to the Company for cancellation.

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

5 Lien

5.1 The Company shall have a first and paramount lien on every share (not being a fully paid up
Company’s lien share) for all moneys, whether presently payable or not, called or payable at a fixed time in ~~App 3~~ respect of such share; and the Company shall also have a first and paramount lien and charge ~~r.1(2)~~ on all shares (other than fully paid up shares) standing registered in the name of a member (whether solely or jointly with others) for all the debts and liabilities of such member or his estate to the Company and whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such 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 such person is a member of the Company or not.
Lien extends to 5.2 The Company’s lien (if any) on a share shall extend to all dividends and bonuses declared dividends and in respect thereof. The Board may resolve that any share shall for some specified period be
bonuses exempt wholly or partially from the provisions of this Article.
5.3 The Company may sell in such manner as the Board thinks fit any shares on which the
Sale of shares Company has a lien, but no sale shall be made unless some sum in respect of which the lien subject to lien exists is presently payable or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, nor until the expiration of 14 days after a notice in writing, stating and demanding payment of the sum presently payable or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the shares or the person, of which the Company has notice, entitled to the shares by reason of such holder’s death, mental disorder or bankruptcy.
5.4 The net proceeds of such sale by the Company after the payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debt or liability or engagement
Application in respect whereof the lien exists, so far as the same is presently payable, and any residue of proceeds shall (subject to a like lien for debts or liabilities not presently payable as existed upon the
of such sale shares prior to the sale and upon surrender, if required by the Company, for cancellation of the certificate for the share sold) be paid to the holder immediately before such sale of the share. For giving effect to any such sale, the Board may authorise any person to transfer the shares sold to the purchaser thereof and may enter the purchaser’s name in the register as holder of the 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 in reference to the sale.

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

6 Calls on Shares

Calls, how made

6.1 The Board may from time to time make such calls as it may think fit upon the members in respect of any monies unpaid on the shares held by them respectively (whether on account of the nominal amount of the shares or by way of premium or otherwise) and not by the conditions of allotment thereof made payable at fixed times. A call may be made payable either in one sum or by instalments. A call may be revoked or postponed as the Board may determine.

Notice of call

6.2 At least 14 days’ notice of any call shall be given to each member specifying the time and place of payment and to whom such payment shall be made.

Copy of notice to be sent

6.3 A copy of the notice referred to in Article 6.2 shall be sent in the manner in which notices may be sent to members by the Company as herein provided.
Every member 6.4 Every member upon whom a call is made shall pay the amount of every call so made on him liable to pay call to the person and at the time or times and place or places as the Board shall specify. A person at appointed upon whom a call is made shall remain liable on such call notwithstanding the subsequent
time and place transfer of the shares in respect of which the call was made.
6.5 In addition to the giving of notice in accordance with Article 6.3, notice of the person
Notice of call may be appointed to receive payment of every call and of the times and places appointed for payment published in may be given to the members affected by notice published on the Exchange’s website, or, newspapers subject to the Listing Rules, by electronic communication in the manner in which notices
or given by electronic may be served by the Company by electronic means as herein provided or by advertisement means. published in the newspapers.

When call deemed to have been made

6.6 A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed.
Liability 6.7 The joint holders of a share shall be severally as well as jointly liable for the payment of all
of joint holders calls and instalments due in respect of such share or other moneys due in respect thereof.
Board may 6.8 The Board may from time to time at its discretion extend the time fixed for any call, and extend time may extend such time as to all or any of the members, whom by reason of residence outside fixed Hong Kong or other cause the Board considers it reasonable to grant an extension to, but no
for call member shall be entitled to any such extension as a matter of grace and favour.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Interest on calls

6.9 If the sum or any instalment payable in respect of any call is unpaid on or before the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding 15% per annum as the Board shall determine from the day appointed for the payment thereof to the time of actual payment, but the Board may waive payment of such interest wholly or in part.

Suspension of privileges while call in arrears

6.10 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 to exercise any other privilege as a member until all sums or instalments due from him to the Company in respect of any call, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.
6.11 At 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
Evidence in action for call 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, and the proof of the matters aforesaid shall be conclusive evidence of the debt.
6.12 Any sum which by the terms of allotment of a share is made payable upon allotment or
Sums payable on at any fixed date, whether on account of the nominal value of the share and/or by way of allotment/in premium or otherwise, shall for all purposes of these Articles be deemed to be a call duly future deemed a call made and payable on the date fixed for payment, and in case of non-payment, all the relevant provisions of these Articles as to payment of interest and expenses, liabilities of joint holders, forfeiture and the like, shall apply as if such sum had become payable by virtue of a call duly made and notified.
6.13 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 money uncalled and unpaid or
Payment of calls instalments payable upon any shares held by him, and upon all or any of the moneys so in advance advanced the Company may pay interest at such rate (if any) as the Board may decide. The
~~App 3 r.3(1)~~ Board may at any time repay the amount so advanced upon giving to such member not less than one month’s notice in writing 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. No such sum paid in advance of calls shall entitle the member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.

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PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

7 Transfer of Shares

Form of transfer

7.1 Transfers of shares may be effected by an instrument of transfer in the usual common form or in such other form as the Board may approve, which is consistent with the standard form of transfer as prescribed by the Exchange and approved by the Board. All instruments of transfer must be left at the registered office of the Company or at such other place as the Board may appoint and all such instruments of transfer shall be retained by the Company.

Execution

7.2 The instrument of transfer shall be executed by or on behalf of the transferor and by or on behalf of 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. The instrument of transfer of any share shall be in writing and shall be executed with a manual signature or facsimile signature (which may be machine imprinted or otherwise) by or on behalf of the transferor and transferee PROVIDED that in the case of execution by facsimile signature by or on behalf of a transferor or transferee, the Board shall have previously been provided with a list of specimen signatures of the authorised signatories of such transferor or transferee and the Board shall be reasonably satisfied that such facsimile signature corresponds to one of those specimen signatures. The transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the register in respect thereof.
7.3 Notwithstanding Articles 7.1 and 7.2, transfers of shares which are listed on the Exchange may be effected by any method of transferring or dealing in securities permitted by the Listing Rules and which has been approved by the Board for such purpose.

Board may refuse to register a transfer ~~App 3 r.1(2)~~

7.4 The Board may, in its absolute discretion, and without assigning any reason, refuse to register a transfer of any share which is not fully paid up or on which the Company has a lien.
7.5 If the Board shall refuse to register a transfer of any share, it shall, within two months after
Notice of refusal the date on which the transfer was lodged with the Company, send to each of the transferor and the transferee notice of such refusal.
7.6 The Board may also decline to register any transfer of any shares unless:

Requirements as to transfer

(a) the instrument of transfer is lodged with the Company accompanied by the certificate for the shares to which it relates (which shall upon registration of the transfer be cancelled) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

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PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

(b) the instrument of transfer is in respect of only one class of shares;
(c) the instrument of transfer is properly stamped (in circumstances where stamping is required);
(d) in the case of a transfer to joint holders, the number of joint holders to which the share is to be transferred does not exceed four;
(e) the shares concerned are free of any lien in favour of the Company; and

Requirements as to transfer ~~App 3 r.1(1)~~

No transfer to an infant etc

  - (f) a fee of such maximum as the Exchange may from time to time 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.

7.7 No transfer shall be made to an infant or to a person in respect of whom an order has been made by any competent court or official on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs or under other legal disability.
7.8 Upon every transfer of shares, the certificate held by the transferor shall be given up to
Certificate to be cancelled and shall forthwith be cancelled accordingly and a new certificate shall be be given up on transfer issued, on payment by the transferee of such fee not exceeding the maximum amount as the Exchange may from time to time determine to be payable or such lesser sum as the Board may from time to time require, to the transferee in respect of the shares transferred to him and, if any of the shares included in the certificate so given up shall be retained by the transferor, a new certificate in respect thereof shall be issued to him, on payment by the transferor of such fee not exceeding the maximum amount as the Exchange may from time to time determine to be payable or such lesser sum as the Board may from time to time require. The Company shall also retain the instrument(s) of transfer.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

When transfer books and register may close ~~App 13 Part B r.3(2)~~

7.9 Subject to the Listing Rules, the registration of transfers may, on 14 days’ notice (or on 6 business days’ notice in the case of a rights issue) being given by advertisement published on the Exchange’s website, or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided or by advertisement published in the newspapers, be suspended and the register closed at such times for such periods as the Board may from time to time determine, provided always that such registration shall not be suspended or the register closed for more than 30 days in any year (or such longer period as the members may by ordinary resolution determine provided that such period shall not be extended beyond 60 days in any year). In the event that there is an alteration of book closure dates, the Company shall give at least 5 business days’ notice before the announced closure, or the new closure, whichever is earlier. If, however, there are exceptional circumstances (e.g. during a Number 8 or higher typhoon signal and black rainstorm warning) that render the giving of such publication of advertisement impossible, the Company shall comply with these requirements as soon as practicable.

8 Transmission of Shares

Death of 8.1 In the case of the death of a member, the survivor or survivors where the deceased was a joint
registered holder or of holder, and the legal personal representatives of the deceased where he was a sole holder, joint holder shall be the only persons recognised by the Company as having any title to his interest in the of shares shares; but nothing herein contained shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or jointly held by him.
Registration 8.2 Any person becoming entitled to a share in consequence of the death or bankruptcy or of personal winding-up of a member may, upon such evidence as to his title being produced as may
representatives and trustee in from time to time be required by the Board and subject as hereinafter provided, either be bankruptcy registered himself as holder of the share or elect to have some other person nominated by him registered as the transferee thereof.
8.3 If the person so becoming entitled shall elect to be registered himself, he shall deliver or
Notice of send to the Company a notice in writing signed by him stating that he so elects. If he shall election elect to have his nominee registered he shall testify his election by executing in favour
to be registered/ Registration of of his nominee a transfer of such share. All the limitations, restrictions and provisions of nominee these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy or winding-up of the member had not occurred and the notice or transfer were a transfer executed by such member.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Retention of dividends, etc., until transfer or transmission of shares of a deceased or bankrupt member

8.4 A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of the holder 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 14.3 being met, such a person may vote at meetings.

9 Forfeiture of Shares

If call or 9.1 If a member fails to pay any call or instalment of a call on the day appointed for payment instalment not thereof, the Board may, at any time during such time as any part thereof remains unpaid, paid notice may without prejudice to the provisions of Article 6.10, serve a notice on him requiring payment
be given of so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment.

Form of notice

9.2 The notice shall name a further day (not earlier than the expiration of 14 days from the date of service of the notice) on or before which, and the place where, the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time and at the place appointed, the shares in respect of which the call was made or instalment is unpaid will be liable to be forfeited. The Board may accept a surrender of any share liable to be forfeited hereunder and in such case, references in these Articles to forfeiture shall include surrender.
9.3 If the requirements of any such notice as aforesaid are not complied with, any share in
If notice not complied with respect of which the notice has been given may at any time thereafter, before the payment shares may be required by the notice has been made, be forfeited by a resolution of the Board to that effect. forfeited Such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share, and not actually paid before the forfeiture.
9.4 Any share so forfeited shall be deemed to be the property of the Company, and may be re-
Forfeited shares to be deemed allotted sold or otherwise disposed of on such terms and in such manner as the Board thinks property of fit and at any time before a re-allotment, sale or disposition the forfeiture may be cancelled Company by the Board on such terms as it thinks fit.

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Arrears to be

paid

notwithstanding forfeiture

9.5 A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall, notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, together with (if the Board shall in its discretion so require) interest thereon from the date of forfeiture until payment at such rate not exceeding 15% per annum as the Board may prescribe, and the Board may enforce the payment thereof if it thinks fit, and without any deduction or allowance for the value of the shares forfeited, at the date of forfeiture. 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.
9.6 A statutory declaration in writing that the declarant is a Director or Secretary, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be
Evidence of conclusive evidence of the facts therein stated as against all persons claiming to be entitled
forfeiture to the share. The Company may receive the consideration, if any, given for the share on any re-allotment, sale or disposition thereof and the Board may authorise any person to execute a letter of re-allotment or transfer the share in favour of the person to whom the share is re-allotted, sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the subscription or purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, re-allotment, sale or other disposal of the share.
9.7 When any share shall have been forfeited, notice of the forfeiture shall be given to the
Notice after forfeiture 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. Notwithstanding the above, no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid.

Power to redeem forfeited shares

9.8 Notwithstanding any such forfeiture as aforesaid, the Board may at any time, before any share so forfeited shall have been re-allotted, sold, or otherwise disposed of, permit the share forfeited to be redeemed 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.

Forfeiture not to prejudice Company’s right to call or instalment

9.9 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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PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Forfeiture for non-payment of any sum due on shares

9.10 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.

10 Alteration of Capital

10.1 The Company may from time to time by ordinary resolution:
(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares. On any consolidation of fully paid shares and division into shares of larger amount, the Board may settle any difficulty which may arise as it thinks
Consolidation expedient and in particular (but without prejudice to the generality of the foregoing) and division of may as between the holders of shares to be consolidated determine which particular
capital and sub-division shares are to be consolidated into each consolidated share, and if it shall happen that and cancellation any person shall become entitled to fractions of a consolidated share or shares, such of shares fractions may be sold by some person appointed by the Board for that purpose and the
~~App 3 10(1) (2)~~ person so appointed may transfer the shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated share or shares rateably in accordance with their rights and interests or may be paid to the Company for the Company’s benefit;
- (b) 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”;

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

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

Reduction of capital

10.2 The Company may by special resolution reduce its share capital or any capital redemption reserve in any manner authorised and subject to any conditions prescribed by the ~~LawA~~ ct.

11 Borrowing Powers

Power to borrow

11.1 The Board may from time to time at its discretion exercise all the powers of the Company to raise or borrow or to secure the payment of any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof.
Conditions on 11.2 The Board may raise or secure the payment or repayment of such sum or sums in such which manner and upon such terms and conditions in all respects as it thinks fit and, in particular, money may be borrowed by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debts, liability or obligations of the Company or of any third party.

Assignment

11.3 Debentures, debenture stock, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

Special privileges

11.4 Any debentures, debenture stock, bonds or other securities may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.
11.5 The Board shall cause a proper register to be kept, in accordance with the provisions of the
Register of ~~LawA~~ ct, of all mortgages and charges specifically affecting the property of the Company charges to be kept and shall duly comply with the requirements of the ~~LawA~~ ct in regard to the registration of mortgages and charges therein specified and otherwise.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Register of 11.6 If the Company issues debentures or debenture stock (whether as part of a series or as debentures or individual instruments) not transferable by delivery, the Board shall cause a proper register to
debenture stock be kept of the holders of such debentures.
Mortgage of 11.7 Where any uncalled capital of the Company is charged, all persons taking any subsequent uncalled 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.

12 General Meetings

When annual 12.1 The Company shall in each financial year hold a general meeting as its annual general general meeting meeting in addition to any other meeting in that year and shall specify the meeting as such to be held in the notices calling it ~~;~~ and ~~not more than 15 months shall elapse (or such longer period~~
~~App 13 Part B as the Exchange may authorise) between the date of ones~~ uch annual general meeting ~~of the r.3(3) Company and that of the next. So long as the first annual general meeting of the Company is r.4(2) held within 18 months of its incorporation, it need not be held in the year of its incorporation or in the following years~~ must be held within six (6) months after the end of the Company’s financial year (unless a longer period would not infringe the rules of the Exchange). The annual general meeting shall be held at such time and place (if applicable) as the Board shall appoint.
Extraordinary 12.2 All general meetings other than annual general meetings shall be called extraordinary general general meeting meetings.
12.3 The Board may, whenever it thinks fit, convene an extraordinary general meeting. General meetings shall also be convened on the written requisition of any two or more members
Convening of of the Company deposited at the principal office of the Company in Hong Kong or, in the extraordinary event the Company ceases to have such a principal office, the registered office specifying the general meeting objects of the meeting and signed by the requisitionists, provided that such requisitionists App 3 r.14(5) held as at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company which carries the right of voting, on a one vote per share basis, at general meetings of the Company. General meetings may also be convened on the written requisition of any one member of the Company which is a recognised clearing house (or its nominee(s)) deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionist, provided that such requisitionist held as at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company which carries the right of voting, on a one vote per share basis, at general meetings of the Company. If the Board does not within 21 days from the date of deposit of the requisition proceed duly to convene the meeting to be held within a further 21 days, the requisitionist(s) himself (themselves) or any of them representing more than one-half of the total voting rights of all of them, may convene the general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the Board provided that any meeting so convened shall not be held after the expiration of three months from the date of deposit of the requisition, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to them by the Company.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

12.4 (A) The Directors may make Communication Facilities available for a specific general meeting or all general meetings of the Company so that members and other participants may attend and participate at such general meetings by means of such Communication Facilities. Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting. The Persons’ participation in such a meeting shall constitute presence at such meetings and shall be counted in the quorum of the meeting and entitled to vote at the meeting in question; and that meeting shall be duly constituted and its proceedings valid provided that the Chairman is satisfied that adequate Communication Facilities are available throughout the meeting to ensure that members are able to participate in the business for which the meeting has been convened.
(B) Where members participating in a meeting by means of Communication Facilities, a failure (for any reason) of the Communication Facilities or communication equipment, the inability of one or more members or proxies to access, or continue to access, the Communication Facilities despite adequate Communication 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.
(C) If it appears to the Chairman that:
- (i) Communication Facilities being made available by the Company become inadequate;
- (ii) it is not possible to ascertain the view of those Present or to give all Persons entitled to do so a reasonable opportunity to speak, communicate and/or vote at the meeting; or
- (iii) 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 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 an indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

  - (D) All Persons seeking to attend and participate in a meeting by means of Communication Facilities shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 12.4(C), any inability of a Person or Persons to attend or participate in a general meeting by way of Communication Facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.

12.5 ~~12.4~~ An annual general meeting and any extraordinary general meeting called for the passing of a special resolution shall be called by not less than 21 days’ notice in writing and any
Notice of other extraordinary general meeting shall be called by not less than 14 days’ notice in meetings writing. Subject to the requirement under the Listing Rules, the notice shall be inclusive of
App ~~133 Part B~~ r. ~~3~~ 14( ~~1~~ 2) the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the time, place (if applicable), and agenda of the meeting, particulars of the resolutions to be considered at the meeting and in the case of special business (as defined in Article 13.1), the general nature of that business. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. The notice of any general meeting at which Communication Facilities will be utilised (including any Virtual Meeting) must disclose the Communication Facilities that will be utilised, including the procedures to be followed by any member or other participant of the general meeting who wishes to utilise such Communication Facilities for the purpose of attending, participating and voting at such meeting. Notice of every general meeting shall be given to the Auditors and to all members other than such as, under the provisions hereof or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company.
12.6 ~~12.5~~ Notwithstanding that a meeting of the Company is called by shorter notice than that referred to in Article ~~12.41~~ 2.5, it shall be deemed to have been duly called if it is so agreed:
- (a) in the case of a meeting called as an annual general meeting, by all the members of the Company entitled to attend and vote thereat or their proxies; and
- (b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving that right.
12.7 ~~12.6~~ There shall appear with reasonable prominence in every notice of general meetings of the Company a statement that a member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him and that a proxy need not be a member of the Company.

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Omission to give notice

Omission to send instrument of proxy

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

12.8 ~~12.7~~ The accidental omission to give any such notice to, or the non-receipt of any such notice by, any person entitled to receive notice shall not invalidate any resolution passed or any proceeding at any such meeting.
12.9 ~~12.8~~ In cases where instruments of proxy are sent out with notices, the accidental omission to send such instrument of proxy to, or the non-receipt of such instrument of proxy by, any person entitled to receive notice shall not invalidate any resolution passed or any proceeding at any such meeting.

13 Proceedings at General Meetings

Special business

13.1 All business shall be deemed special that is transacted at an extraordinary general meeting and also all business shall be deemed special that is transacted at an annual general meeting with the exception of the following, which shall be deemed ordinary business:
(a) the declaration and sanctioning of dividends;
(b) the consideration and adoption of the accounts and balance sheets and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet;
(c) the election of Directors in place of those retiring;
(d) the appointment of Auditors;
(e) the fixing of, or the determining of the method of fixing of, the remuneration of the Directors and of the Auditors;
(f) the granting of any mandate or authority to the Directors to offer, allot, grant options over, or otherwise dispose of the unissued shares of the Company representing not more than 20% (or such other percentage as may from time to time be specified in the Listing Rules) in nominal value of its then existing issued share capital and the number of any securities repurchased pursuant to Article 13.1(g); and
(g) the granting of any mandate or authority to the Directors to repurchase securities of the Company.

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Quorum

13.2 For all purposes the quorum for a general meeting shall be two members ~~present in person (or in the case of a corporation, by its duly authorised representative) or by proxyP~~ resent provided always that if the Company has only one member of record the quorum shall be that one member ~~present in person or by proxyP~~ resent. No business (except the appointment of a Chairman) shall be transacted at any general meeting unless the requisite quorum shall be ~~presentP~~ resent at the commencement of the business.
13.3 If within 15 minutes from the time appointed for the meeting a quorum is not ~~present~~ Present,
When if the meeting, if convened upon the requisition of members, shall be dissolved, but in any quorum not other case it shall stand adjourned to the same day in the next week and at such time and
present meeting to be place (if applicable) as shall be decided by the Board, and if at such adjourned meeting a dissolved and quorum is not ~~presentP~~ resent within 15 minutes from the time appointed for holding the
when to be adjourned meeting, the member or members ~~present in person (or in the case of a corporation, by its duly authorised representative) or by proxyP~~ resent shall be a quorum and may transact the business for which the meeting was called.
13.4 The Chairman shall take the chair at every general meeting, or, if there be no such
Chairman of general Chairman or, if at any general meeting such Chairman shall not be ~~presentP~~ resent within meeting 15 minutes after the time appointed for holding such meeting or is unwilling to act, the Directors ~~presentP~~ resent shall choose another Director as Chairman, and if no Director be ~~presentP~~ resent, or if all the Directors ~~presentP~~ resent decline to take the chair, or if the Chairman chosen shall retire from the chair, then the members ~~present (whether in person or represented by proxy or duly authorised representative)P~~ resent shall choose one of their own number to be Chairman.
13.5 The Chairman of any general meeting shall be entitled to attend and participate at such general meeting by means of Communication Facilities, and to act as the Chairman, in which event:
- (a) the Chairman shall be deemed to be Present at the meeting; and
- (b) if the Communication Facilities are interrupted or fail for any reason to enable the Chairman to hear and be heard by all other Persons attending and participating at the meeting, then the other Directors Present at the meeting shall choose another Director Present to act as Chairman of the meeting for the remainder of the meeting; provided that (i) if no other Director is Present at the meeting, or (ii) if all the Directors Present decline to take the chair, then the meeting shall be automatically adjourned to the same day in the next week and at such time and place (if applicable) as shall be decided by the Board.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Power to adjourn general meeting/ business of adjourned meeting

13.6 ~~13.5~~ The Chairman may, with the consent of any general meeting at which a quorum is ~~presentP~~ resent, and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place (if applicable) as the meeting shall determine. Whenever a meeting is adjourned for 14 days or more, at least seven clear days’ notice, specifying the place (if applicable), the day and the hour of the adjourned meeting shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

Vote

13.7 ~~13.6~~ At any general meeting a resolution put to the vote of the meeting shall be decided on a poll save that the Chairman may, in good faith, allow a resolution which relates purely to a procedural or administrative matter as prescribed under the Listing Rules to be voted on by a show of hands.

Poll

13.8 ~~13.7~~ A poll shall (subject as provided in Article ~~13.81~~ 3.10) be taken in such manner (including the use of ballot or voting papers or tickets or Communication Facilities) and at such time and place (if applicable), not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was taken as the Chairman directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken.

In what case poll 13.9 ~~13.8~~ Any poll on the election of a Chairman of a meeting or any question of adjournment taken without shall be taken at the meeting and without adjournment. adjournment

13.10 ~~13.9~~ Where a resolution is voted on by a show of hands as permitted under the Listing Rules, a declaration by the Chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book of the Company shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
Chairman to 13.11 ~~13.10~~ In the case of an equality of votes, whether on a poll or on a show of hands, the have Chairman of the meeting at which the poll or show of hands is taken shall be entitled to a
casting vote second or casting vote.

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Written resolutions

13.12 ~~13.11~~ A resolution in writing (in one or more counterparts), including a special resolution, signed by all members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly appointed representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. 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.

14 Votes of Members

Votes of ~~members~~ Members App 3 r.14(3)

14.1 All members Present have the right to (a) speak at a general meeting; and (b) vote at a general meeting except where a member is required, by the Listing Rules, to abstain from voting to approve the matter under consideration. Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting ~~where~~ on a show of hands ~~is allowed,~~ every member ~~present in person (or, in the case of a member being a corporation, by its duly authorised representative~~ ) Present in such manner shall have one vote, and on a poll every member ~~present in person (or, in the case of a member being a corporation, by its duly authorized representative) or by proxy~~ Present in such manner shall have one vote for each share registered in his name in the register. On a poll a member entitled to more than one vote is under no obligation to cast all his votes in the same way. For the avoidance of doubt, where more than one proxy is appointed by a recognised clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands and is under no obligation to cast all his votes in the same way on a poll.
Counting of 14.2 Where any member is, under the Listing Rules, required to abstain from voting on any votes particular resolution or restricted to voting only for or only against any particular resolution, App 3 r.14(4) any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.
Votes in respect 14.3 Any person entitled under Article 8.2 to be registered as a member may vote at any general of meeting in respect thereof in the same manner as if he were the registered holder of such deceased and shares, provided that at least 48 hours before the time of the holding of the meeting or bankrupt adjourned meeting (as the case may be) at which he proposed to vote, he shall satisfy the members Board of his right to be registered as the holder of such shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof.
14.4 Where there are joint registered holders of any share, any one of such persons may vote
Votes of joint at any meeting, either personally or by proxy, in respect of such share as if he were solely holders entitled thereto; but if more than one of such joint holders be ~~presentP~~ resent at any meeting ~~personally or by proxy,~~ that one of the said persons so ~~presentP~~ resent being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant 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.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Votes of member of unsound mind

14.5 A member in respect of whom an order has been made by any competent court or official on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs may vote by any person authorised in such circumstances to do so, and such person may vote by proxy.

Qualification for voting

14.6 Save as expressly provided in these Articles or as otherwise determined by the Board, no person other than a member duly registered and who shall have paid all sums for the time being due from him payable to the Company in respect of his shares shall be entitled to be ~~presentP~~ resent or to vote (save as proxy for another member), or to be reckoned in a quorum, either personally or by proxy at any general meeting.

Objections to voting

14.7 No objection shall be raised as to the qualification of any person exercising or purporting to exercise any vote or to the admissibility of any vote except at the meeting or adjourned meeting at which the person exercising or purporting to exercise his vote or the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. In the case of any dispute as to the admission or rejection of any vote, the Chairman of the meeting shall determine the same and such determination shall be final and conclusive.
14.8 Any member of the Company entitled to attend and vote at a meeting of the Company shall
Proxies be entitled to appoint another person (who must be an individual) as his proxy to attend and App ~~133~~ vote instead of him and a proxy so appointed shall have the same right as the member to ~~Part B~~ r. ~~2(2)~~ 18 speak at the meeting. Votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint any number of proxies to attend in his stead at any one general meeting (or at any one class meeting).

Instrument appointing proxy to be in writing ~~App 3 r.11(2)~~

14.9 The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney 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 duly authorised to sign the same.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Delivery of authority for appointment of proxy

14.10 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 notarially certified copy of such power or authority, shall be delivered at the registered office of the Company (or at such other place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) not less than 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, not less than 48 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid provided always that the Chairman of the meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex or cable or facsimile confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date named in it as the date of its execution. Delivery of any instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

Form of

proxy ~~App 3 r.11(1)~~

14.11 Every instrument of proxy, whether for a specified meeting or otherwise, shall be in common form or such other form that complies with the Listing Rules as the Board may from time to time approve, provided that it shall enable a member, according to his intention, to instruct his proxy to vote in favour of or against (or in default of instructions or in the event of conflicting instructions, to exercise his discretion in respect of) each resolution to be proposed at the meeting to which the form of proxy relates.
14.12 The instrument appointing a proxy to vote at a general meeting shall: (a) be deemed to confer
Authority under authority to vote on any amendment of a resolution put to the meeting for which it is given instrument as the proxy thinks fit; and (b) unless the contrary is stated therein, be valid as well for any appointing adjournment of the meeting as for the meeting to which it relates, provided that the meeting proxy was originally held within 12 months from such date.
14.13 A vote given in accordance with the terms of an instrument of proxy or resolution of a
When vote member shall be valid notwithstanding the previous death or insanity of the principal or by proxy/ revocation of the proxy or power of attorney or other authority under which the proxy or representative resolution of a member was executed or revocation of the relevant resolution or the transfer valid though authority of the share in respect of which the proxy was given, provided that no intimation in writing revoked of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its registered office, or at such other place as is referred to in Article 14.10, at least two hours before the commencement of the meeting or adjourned meeting at which the proxy is used.

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

14.14 Any corporation which is a member of the Company may, by resolution of its directors or Corporations/ other governing body or by power of attorney, authorise such person as it thinks fit to act clearing houses acting by as its representative at any meeting of the Company or of members of any class of shares of representatives the Company and the person so authorised shall be entitled to exercise the same powers on at meetings App. ~~133~~ behalf of the corporation which he represents as that corporation could exercise if it were ~~Part B~~ an individual member of the Company and where a corporation is so represented, it shall be r. ~~2(2)~~ 18 treated as being ~~presentP~~ resent at any meeting in person.

App ~~133 Part B~~ r. ~~6~~ 19

14.15 If a recognised clearing house (or its nominee(s)) is a member of the Company it may authorise such person or persons as it thinks fit to act as its representative(s) at any general meeting of the Company or at any general meeting of any class of members of the Company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. The person so authorised will be deemed to have been duly authorised without the need of producing any documents of title, notarised authorisation and/or further evidence to substantiate that it is so authorised. A person so authorised pursuant to this provision shall be entitled to exercise the same rights and powers on behalf of the recognised clearing house (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) could exercise as if such person were an individual member of the Company holding the number and class of shares specified in such authorisation, including, where a show of hands is allowed, the right to vote individually on a show of hands, notwithstanding any contrary provision contained in these Articles.

Registered office

15 Registered Office

The registered office of the Company shall be at such place in the Cayman Islands as the Board shall from time to time appoint.

16 Board of Directors

Constitution

16.1 The number of Directors shall not be less than two. The first Directors shall be determined in writing by, or appointed by a resolution of, the subscriber(s) to the Memorandum.

16.2 The Board shall have power from time to time and at any time to appoint any person as Board may fill vacancies/ a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appoint appointed shall hold office only until the ~~next following~~ first annual general meeting of the additional Company after his appointment and shall then be eligible for re-election at that meeting. Directors App 3 r.4(2)

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Power of general meeting to increase or reduce the number of Directors

16.3 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 not be less than two. Subject to the provisions of these Articles and the ~~LawA~~ ct, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.
Notice to be 16.4 No person shall, unless recommended by the Board, be eligible for election to the office of given when Director at any general meeting unless during the period, which shall be at least seven days, person proposed commencing no earlier than the day after the despatch of the notice of the meeting appointed for election for such election and ending no later than seven days prior to the date of such meeting, there
~~App 3 r.4(4)~~ has been given to the Secretary notice in writing by a member of the Company (not being the ~~r.4(5)~~ person to be proposed), entitled to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected.
Register of 16.5 The Company shall keep at its office a register of directors and officers containing their Directors and names and addresses and occupations and any other particulars required by the ~~LawA~~ ct and
notification of changes to shall send to the Registrar of Companies of the Cayman Islands a copy of such register and Registrar shall from time to time notify to the Registrar of Companies of the Cayman Islands any change that takes place in relation to such Directors as required by the ~~LawA~~ ct.
16.6 The Company may by ordinary resolution at any time remove any Director (including a
Power to Managing Director or other executive Director) before the expiration of his ~~periodt~~ erm of
remove Director by office notwithstanding anything in these Articles or in any agreement between the Company ordinary and such Director and may by ordinary resolution elect another person in his stead. Any resolution person so elected shall hold office during such time only as the Director in whose place he
~~App 13 Part B~~ is elected would have held the same if he had not been removed. Nothing in this Article ~~r.5(1)~~ should be taken as depriving a Director removed under any provisions of this Article of App 3 r.4(3) compensation or damages payable to him in respect of the termination of his appointment as Director or of any other appointment or office as a result of the termination of his appointment as Director or as derogatory from any power to remove a Director which may exist apart from the provision of this Article.

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Alternate Directors

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

16.7 A Director may at any time by notice in writing delivered to the registered office of the Company, the principal office of the Company in Hong Kong or at a meeting of the Board, appoint any person (including another Director) to be his alternate Director in his place during his absence and may in like manner at any time determine such appointment. Such appointment, unless previously approved by the Board, shall have effect only upon and subject to being so approved, provided that the Board may not withhold approval of any such appointment where the proposed appointee is a Director.
16.8 The appointment of an alternate Director shall determine on the happening of any event which, were he a Director, would cause him to vacate such office or if his appointor ceases to be a Director.
16.9 An alternate Director shall (except when absent from Hong Kong), be entitled to receive and waive (in lieu of his appointor) notices of meetings of the Directors and shall be entitled to attend and vote as a Director and be counted in the quorum at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all the functions 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 (instead of his appointor) were a Director. If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director his voting rights shall be cumulative and he need not use all his votes or cast all the votes he uses in the same way. If his appointor is for the time being absent from Hong Kong or otherwise not available or unable to act (as to which a certificate by the alternate shall in the absence of actual notice to the contrary to other Directors be conclusive), his signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor. To such extent as the Board may from time to time determine in relation to any committee of the Board, the provisions of this Article shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An alternate Director shall not, save as aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles.
16.10 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 to the same extent mutatis mutandis as if he were a Director, but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

16.11 In addition to the provisions of Articles 16.7 to 16.10, a Director may be represented at any meeting of the Board (or of any committee of the Board) by a proxy appointed by him, in which event the presence or vote of the proxy shall for all purposes be deemed to be that of the Director. A proxy need not himself be a Director and the provisions of Articles 14.8 to 14.13 shall apply mutatis mutandis to the appointment of proxies by Directors save that an instrument appointing a proxy shall not become invalid after the expiration of twelve months from its date of execution but shall remain valid for such period as the instrument shall provide or, if no such provision is made in the instrument, until revoked in writing and save also that a Director may appoint any number of proxies although only one such proxy may attend in his stead at meetings of the Board (or of any committee of the Board).
Qualification 16.12 A Director need not hold any qualification shares. No Director shall be required to vacate of office or be ineligible for re-election or re-appointment as a Director and no person shall be Directors ineligible for appointment as a Director by reason only of his having attained any particular age.
Directors’ 16.13 The Directors shall be entitled to receive by way of remuneration for their services such remuneration sum as shall from time to time be determined by the Company in general meeting or by the Board, as the case may be, such sum (unless otherwise directed by the resolution by which it is determined) to be divided amongst the Directors in such proportions and in such manner as they may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. Such remuneration shall be in addition to any other remuneration to which a Director who holds any salaried employment or office in the Company may be entitled by reason of such employment or office.
~~App 13~~ 16.14 Payment to any Director or past Director of any sum by way of compensation for loss of ~~Part B~~ office or as consideration for or in connection with his retirement from office (not being ~~r.5(4)~~ a payment to which the Director is contractually entitled) must first be approved by the Company in general meeting.
Directors’ 16.15 The Directors shall be entitled to be paid all expenses, including travel expenses, reasonably expenses incurred by them in or in connection with the performance of their duties as Directors including their expenses of travelling to and from Board meetings, committee meetings or general meetings or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors.

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Special remuneration

Remuneration of Managing Directors, etc.

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

16.16 The Board may grant special remuneration to any Director, who shall perform any special or extra services at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as may be agreed.
16.17 The remuneration of an Executive Director (as appointed according to Article 17.1) or a Director appointed to any other office in the management of the Company shall from time to time be fixed by the Board and may be by way of salary, commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits (including share option and/or pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time decide. Such remuneration shall be in addition to such remuneration as the recipient may be entitled to receive as a Director.
16.18 The office of a Director shall be vacated:

When office of Director to be vacated ~~App 13 Part B r.5(1)~~

(a) if he resigns his office by notice in writing to the Company at its registered office or its principal office in Hong Kong;
(b) if an order is made by any competent court or official on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs and the Board resolves that his office be vacated;
(c) if, without leave, he is absent from meetings of the Board (unless an alternate Director appointed by him attends in his place) for a continuous period of 12 months, and the Board resolves that his office be vacated;
(d) if he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally;
(e) if he ceases to be or is prohibited from being a Director by law or by virtue of any provisions in these Articles;
(f) if he shall be removed from office by notice in writing served upon him signed by not less than three-fourths in number (or, if that is not a round number, the nearest lower round number) of the Directors (including himself) then in office; or
(g) if he shall be removed from office by an ordinary resolution under Article 16.6.

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Retirement by rotation

At every annual general meeting of the Company one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Any Director appointed pursuant to Article 16.2 or Article 16.3 shall not be taken into account in determining which Directors are to retire by rotation. A retiring Director shall retain office until the close of the meeting at which he retires and shall be eligible for re-election thereat. The Company at any annual general meeting at which any Directors retire may fill the vacated office by electing a like number of persons to be Directors.

16.19 No Director or proposed Director shall be disqualified by his office from contracting with the
Directors Company either as vendor, purchaser or otherwise nor shall any such contract or any contract may or arrangement entered into by or on behalf of the Company with any person, company or contract with partnership of or in which any Director shall be a member or otherwise interested be capable Company on that account of being avoided, nor shall any Director so contracting or being any member
~~App 13 Part B~~ or so interested be liable to account to the Company for any profit so realised by any such ~~r.5(3)~~ contract or arrangement by reason only of such Director holding that office or the fiduciary relationship thereby established, provided that such Director shall, if his interest in such contract or arrangement is material, declare the nature of his interest at the earliest meeting of the Board at which it is practicable for him to do so, either specifically or by way of a general notice stating that, by reason of the facts specified in the notice, he is to be regarded as interested in any contracts of a specified description which may subsequently be made by the Company.
16.20 Any Director may 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 in which the Company may be interested and (unless otherwise agreed between the Company and the Director) no such Director shall be liable to account to the Company or the members for any remuneration 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 any such other company. The Directors may exercise 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) and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or is 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 the manner aforesaid.

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

16.21 A Director may 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, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profit or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Article.

Director may not vote where he has a material interest ~~App 3 r.4(1)~~

Director may vote in respect of certain matters ~~App 3 Note 1~~

16.22 A Director shall not be entitled to vote on (nor shall be counted in the quorum in relation to) any resolution of the Board in respect of any contract or arrangement or any other proposal whatsoever in which he or any of his Associates has any material interest, and if he shall do so his vote shall not be counted (nor is he to be counted in the quorum for the resolution), but this prohibition shall not apply to any of the following matters, namely:
(a) the giving of any security or indemnity either:
- (i) to the Director or any of his Associates in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or
- (ii) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or any of his Associates 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;
(b) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or any of his Associates is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(c) any proposal or arrangement concerning the benefit of employees of the Company or any of its subsidiaries including:
- (i) the adoption, modification or operation of any employees’ share scheme or any share incentive scheme or share option scheme under which the Director or any of his Associates may benefit; or

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

  - (ii) the adoption, modification or operation of a pension or provident fund or retirement, death or disability benefits scheme which relates both to Directors, their Associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or any of his Associates as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

(d) any contract or arrangement in which the Director or any of his Associates 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.
16.23 Where proposals are under consideration concerning the appointment (including fixing or
Director may varying the terms of or terminating the appointment) of two or more Directors to offices vote or employments with the Company or any company in which the Company is interested,
on proposals not concerning own such proposals shall be divided and considered in relation to each Director separately and appointment in such case each of the Directors concerned (if not prohibited from voting under Article ~~16.22(a)1~~ 6.22 shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
16.24 If any question shall arise at any meeting of the Board as to the materiality of a Director’s interest or the significance of a contract, arrangement or transaction or proposed contract,
Who to decide whether a arrangement or transaction or as to the entitlement of any Director to vote or form part of a Director may quorum and such question is not resolved by his voluntarily agreeing to abstain from voting vote or not to be counted in the quorum, such question shall be referred to the Chairman of the meeting (or, where question relates to the interest of the Chairman, to the other Directors at the meeting) and his ruling (or, as appropriate, the ruling of the other Directors) in relation to any other Director (or, as appropriate, the Chairman) shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned (or, as appropriate, the Chairman) as known to such Director (or, as appropriate, the Chairman) has not been fairly disclosed to the Board.

17 Managing Directors

17.1 The Board may from time to time appoint any one or more of its body to the office of
Power to Managing Director, Joint Managing Director, Deputy Managing Director, or other Executive
appoint Managing Director and/or such other employment or executive office in the management of the business Directors, etc. of the Company as it may decide for such period and upon such terms as it thinks fit and upon such terms as to remuneration as it may decide in accordance with Article 16.17.

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Removal of 17.2 Every Director appointed to an office under Article 17.1 hereof shall, without prejudice to Managing any claim for damages that such Director may have against the Company or the Company
Director, etc. may have against such Director for any breach of any contract of service between him and the Company, be liable to be dismissed or removed therefrom by the Board.

Cessation of appointment

17.3 A Director appointed to an office under Article 17.1 shall be subject to the same provisions as to removal as the other Directors, and he shall, without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service 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.

Powers may be delegated

17.4 The Board may from time to time entrust to and confer upon a Managing Director, Joint Managing Director, Deputy Managing Director or Executive Director all or any of the powers of the Board that it may think fit. But the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose, and the said powers may at any time be withdrawn, revoked or varied but no person dealing in good faith and without notice of such withdrawal, revocation or variation shall be affected thereby.

18 Management

General powers of Company vested in Board

18.1 Subject to any exercise by the Board of the powers conferred by Articles 19.1 to 19.3, the management of the business of the Company shall be vested in the Board which, in addition to the powers and authorities by these Articles expressly conferred upon it, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and are not hereby or by the ~~LawA~~ ct expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the ~~LawA~~ ct and of these Articles and to any regulation from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.
18.2 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; and

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(b) to give to any Directors, officers or employees 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.

~~App 13 Part B r.5 (2)~~

18.3 Except as would, if the Company were a company incorporated in Hong Kong, be permitted by Section 157H of the Companies Ordinance as in force at the date of adoption of these Articles, and except as permitted under the Companies ~~LawA~~ ct, the Company shall not directly or indirectly:
(a) make a loan to a Director or his Associates or a director of any holding company of the Company;
(b) 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
(c) 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.

19 Managers

Appointment and remuneration of managers

19.1 The Board may from time to time appoint a general manager, 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 in connection with the conduct of the business of the Company.
Tenure of office 19.2 The appointment of such general manager, manager or managers may be for such period as and powers the Board may decide and the Board may confer upon him or them all or any of the powers of the Board as it may think fit.
19.3 The Board may enter into such agreement or agreements with any such general manager,
Terms and conditions of manager or managers upon such terms and conditions in all respects as the Board may in appointment its 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.

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20 Proceedings of Directors

Meetings of Directors/ Quorum etc.

20.1 The Board may meet together for the despatch of business, adjourn and otherwise regulate its meetings and proceedings as it thinks fit in any part of the world and may determine the quorum necessary for the transaction of business. Unless otherwise determined two Directors shall be a quorum. For the purposes of this Article an alternate Director shall be counted in a quorum in place of the Director who appointed him and an alternate Director who is an alternate for more than one Director shall for quorum purposes be counted separately in respect of himself (if he is a Director) and in respect of each Director for whom he is an alternate (but so that nothing in this provision shall be construed as authorising a meeting to be constituted when only one person is physically present). A meeting of the Board or any committee of the Board may be held by means of a telephone or tele-conferencing or any other telecommunications facility provided that all participants are thereby able to communicate contemporaneously by voice with all other participants and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Convening of board meeting

20.2 A Director may, and on request of a Director the Secretary shall, at any time summon a meeting of the Board. Failing any determination by the Board, not less than 48 hours notice thereof shall be given to each Director either in writing or by telephone or by facsimile, telex or telegram at the address or telephone, facsimile or telex number from time to time notified to the Company by such Director or in such other manner as the Board may from time to time determine.
20.3 Subject to Articles 16.19 to 16.24, questions arising at any meeting of the Board shall be
How questions to be decided decided by a majority of votes, and in case of an equality of votes the Chairman shall have a second or casting vote.

Chairman

20.4 The Board may elect a Chairman of its meetings and determine the period for which he is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present within 15 minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting.

Power of meeting

20.5 A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Articles for the time being vested in or exercisable by the Board generally.

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20.6 The Board may delegate any of its powers to committees consisting of such member or
Power to members of the Board (including alternate Directors in the absence of their appointers) appoint committee and as the Board thinks fit, and it may from time to time revoke such delegation or revoke the to appointment of and discharge any committees either wholly or in part, and either as to delegate persons or purposes, but every committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Board.
Acts of 20.7 All acts done by any such committee in conformity with such regulations and in fulfilment of committee the purposes for which it is appointed, but not otherwise, shall have the like force and effect to be of same as if done by the Board, and the Board shall have power, with the consent of the Company
effect as act of Directors in general meeting, to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.
Proceedings 20.8 The meetings and proceedings of any such committee consisting of two or more members of of committee the Board shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not replaced by any regulations imposed by the Board pursuant to Article 20.6.

Minutes of proceedings of meetings and Directors

20.9 The Board shall cause minutes to be made of:
(a) all appointments of officers made by the Board;
(b) the names of the Directors present at each meeting of the Board and of committees appointed pursuant to Article 20.6;
(c) all declarations made or notices given by any Director of his interest in any contract or proposed contract or of his holding of any office or property whereby any conflict of duty or interest may arise; and
(d) all resolutions and proceedings at all meetings of the Company and of the Board and of such committees.
20.10 Any such minutes shall be conclusive evidence of any such proceedings if they purport to be signed by the chairman of the meeting or by the chairman of the succeeding meeting.

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20.11 All acts bona fide done by any meeting of the Board or by a committee of Directors or by
When acts of any person acting as Director shall, notwithstanding that it shall be afterwards discovered
Directors or committee to that there was some defect in the appointment of such Director or persons acting as aforesaid be valid or that they or any of them were disqualified, be as valid as if every such person had been notwithstanding defects duly appointed and was qualified to be a Director or member of such committee as the case may be.
Directors’ 20.12 The continuing Directors may act notwithstanding any vacancy in their body, but, if and powers so long as their number is reduced below the number fixed by or pursuant to these Articles when vacancies exist as the necessary quorum of Directors, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.

Directors’ resolutions

20.13 Unless required otherwise by the Listing Rules, a resolution in writing signed by each and every one of the Directors (or their respective alternates pursuant to Article 16.9) shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held and may consist of several documents in like form each signed by one or more of the Directors or alternate Directors. Notwithstanding the foregoing, a resolution in writing shall not be valid and effective if the resolution relates to any matter or business in which a substantial shareholder of the Company (as defined in the Listing Rules from time to time), or a Director, has an interest conflicting with that of the Company which the Board determines, prior to the passing of such resolution, to be material.

21 Secretary

Appointment of Secretary

21.1 The Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit, and any Secretary so appointed may be removed by the Board. Anything by the ~~LawA~~ ct or these Articles required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by or to any assistant or deputy Secretary appointed by the Board, or if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised generally or specifically in that behalf by the Board.

21.2 A provision of the ~~Law~~ Act or of these Articles requiring or authorising a thing to be done by Same person not to act in or to a Director and the Secretary shall not be satisfied by its being done by or to the same two capacities person acting both as Director and as or in place of the Secretary. at once

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22 General Management and Use of the Seal

Custody and use of seal

Duplicate seal

Cheques and banking arrangements

Power to appoint attorney

22.1 The Board shall provide for the safe custody of the seal which shall only be used by the authority of the Board or of a committee of the Board authorised by the Board in that behalf, and every instrument to which such seal shall be affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Board for the purpose. The securities seal which shall be a facsimile of the common seal with the word “Securities” engraved thereon shall be used exclusively for sealing securities issued by the Company and for sealing documents creating or evidencing securities so issued. The Board may either generally or in any particular case resolve that the securities seal or any signatures or any of them may be affixed to certificates for shares, warrants, debentures or any other form of security by facsimile or other mechanical means specified in such authority or that any such certificates sealed with the securities seal need not be signed by any person. Every instrument to which the seal is affixed as aforesaid shall, as regards all persons dealing in good faith with the Company, be deemed to have been affixed to that instrument with the authority of the Directors previously given.
22.2 The Company may have a duplicate seal for use outside of the Cayman Islands as and where the Board shall determine, and the Company may by writing under the seal appoint any agents or agent, committees or committee abroad to be the agents of the Company for the purpose of affixing and using such duplicate seal and they may impose such 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 duplicate seal as aforesaid.
22.3 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, indorsed 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.
22.4 The Board may from time to time and at any time, by power of attorney under the seal, appoint 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.

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Execution of deeds by attorney

22.5 The Company may, by writing under its seal, empower any person, either generally or in respect of any specified matter, as its attorney to execute deeds and instruments on its behalf in any part of the world and to enter into contracts and sign the same on its behalf and every deed signed by such attorney on behalf of the Company and under his seal shall bind the Company and have the same effect as if it were under the seal of the Company.

Regional or local boards

22.6 The Board may establish any committees, regional or local boards or agencies for managing any of the affairs of the Company, either in the Cayman Islands, Hong Kong, the People’s Republic of China or elsewhere, and may appoint any persons to be members of such committees, regional or local boards or agencies and may fix their remuneration, and may delegate to any committee, regional or local board or agent any of the powers, authorities and discretions vested in the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any local board or any of them to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
22.7 The Board may establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or provident or superannuation funds or (with
Power to the sanction of an ordinary resolution) employee or executive share option schemes for
establish pension funds the benefit of, or give or procure the giving of donations, gratuities, pensions, allowances and employee or emoluments to any persons who are or were at any time in the employment or service share option schemes of the Company, or of any company which is a subsidiary of the Company, or is allied or associated with the Company or with any such subsidiary company, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid, and holding or who have held any salaried employment or office in the Company or such other company, and the wives, widows, families and dependents of any such persons. The Board may also establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid, and may make payments for or towards the insurance of any such persons as aforesaid, and subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. The Board may do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid. Any Director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument.

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23 Capitalisation of Reserves

Power to capitalise

23.1 The Company in general meeting may upon the recommendation of the Board by ordinary resolution resolve that it is desirable to capitalise all or any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or funds or to the credit of the profit and loss account or otherwise available for distribution (and not required for the payment or provision of dividend on any shares with a preferential right to dividend) and accordingly that such sums be set free for distribution amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportion on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such members respectively or paying up in full unissued shares, debentures or other securities of the Company to be allotted and distributed credited as fully paid up to and amongst such members in proportion aforesaid or partly in one way and partly in the other, and the Board shall give effect to such resolution, provided that a share premium account and a capital redemption reserve and any reserve or fund representing unrealised profits may, for the purposes of this Article, only be applied in paying up unissued shares to be issued to members of the Company as fully paid up shares or paying up calls or instalments due or payable on partly paid securities of the Company subject always to the provisions of the ~~LawA~~ ct.
23.2 Wherever such a resolution as referred to in Article 23.1 shall have been passed the Board
Effect of shall make all appropriations and applications of the undivided profits resolved to be
resolution to capitalise capitalised thereby, and all allotments and issues of fully paid up shares, debentures or other securities, if any, and generally shall do all acts and things required to give effect thereto, with full power to the Board:
- (a) to make such provision by the issue of fractional certificates or by payment in cash or otherwise (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) as they think fit in cases where shares, debentures or other securities become distributable in fractions;
- (b) to exclude the right of participation or entitlement of any member with a registered address outside any territory where in the absence of a registration statement or other special or onerous formalities the circulation of an offer of such right or entitlement would or might be unlawful or where the Board consider the costs, expense or possible delays in ascertaining the existence or extent of the legal and other requirements applicable to such offer or the acceptance of such offer out of proportion to the benefits of the Company; and

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(c) to authorise any person to enter on behalf of all members entitled thereto into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares, debentures or other securities to which they may be entitled upon such capitalisation, or, as the case may require, for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such members.
23.3 The Board may, in relation to any capitalisation sanctioned under Article 23.2 in its absolute discretion specify that, and in such circumstances and if directed so to do by a member or members entitled to an allotment and distribution credited as fully paid up of unissued shares or debentures in the Company pursuant to such capitalisation, the unissued shares, debentures or other securities to which that member is entitled shall be allotted and distributed credited as fully paid up to such person or persons as that member may nominate by notice in writing to the Company, such notice to be received not later than the day for which the general meeting of the Company to sanction the capitalisation is convened.

24 Dividends and Reserves

Power to 24.1 Subject to the ~~LawA~~ ct and these Articles, the Company in general meeting may declare declare dividends in any currency but no dividends shall exceed the amount recommended by the dividends Board.
24.2 The dividends, interest and bonuses and any other benefits and advantages in the nature of income receivable in respect of the Company’s investments, and any commissions, trusteeship, agency, transfer and other fees and current receipts of the Company shall, subject to the payment thereout of the expenses of management, interest upon borrowed money and other expenses which in the opinion of the Board are of a revenue nature, constitute the profits of the Company available for distribution.
24.3 The Board may from time to time pay to the members such interim dividends as appear to the
Board’s Board to be justified by the profits of the Company and, in particular (but without prejudice
power to pay interim to the generality of the foregoing), if at any time the share capital of the Company is divided dividends 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 preferential rights.

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24.4 The Board may also pay half-yearly or at other intervals to be selected by it any dividend which may be payable at a fixed rate if the Board is of the opinion that the profits available for distribution justify the payment.
Powers of 24.5 The Board may in addition from time to time declare and pay special dividends on shares Directors to of any class of such amounts and on such dates as they think fit, and the provisions of declare and pay Article 24.3 as regards the powers and the exemption from liability of the Board as relate
special dividends to declaration and payment of interim dividends shall apply, mutatis mutandis, to the declaration and payment of any such special dividends.

Dividends not to be paid out of capital

24.6 No dividend shall be declared or payable except out of the profits and reserves of the Company lawfully available for distribution including share premium. No dividend shall carry interest against the Company.

Scrip dividends

24.7 Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on the share capital of the Company, the Board may further resolve:

EITHER

As to cash election

(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) 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 weeks’ notice in writing to the members of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded;

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(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 shall be allotted credited as fully paid to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company’s reserve accounts (including any special account, share premium account and capital redemption reserve (if there be any such reserve)) or profit or loss account or amounts otherwise available for distribution as the Board may determine, a sum equal to the aggregate nominal amount of the shares to be allotted on such basis and apply the same in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the non-elected shares on such basis;

OR

As to scrip election

(b) that members entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the 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 weeks’ notice in writing to members of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded;

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  - (iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on shares in respect whereof the share election has been duly exercised (the “ **elected shares** ”) and in lieu thereof shares shall be allotted credited as fully paid to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company’s reserve accounts (including any special account, share premium account and capital redemption reserve (if there be any such reserve)) or profit and loss account or amounts otherwise available for distribution as the Board may determine, a sum equal to the aggregate nominal amount of the shares to be allotted on such basis and apply the same in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the elected shares on such basis.

24.8 The shares allotted pursuant to the provisions of Article 24.7 shall be of the same class as the class of, and shall rank pari passu in all respects with the shares then held by the respective allottees save only as regards participation:
(a) in the relevant dividend (or share or cash election in lieu thereof as aforesaid); or
(b) 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 its proposal to apply the provisions of Article 24.7(a) or 24.7(b) in relation to the relevant dividend or contemporaneously with its announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of Article 24.7 shall rank for participation in such distributions, bonuses or rights.
24.9 The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of Article ~~24.82~~ 4.7 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.

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24.10 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 Article 24.7 a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid without offering any right to members to elect to receive such dividend in cash in lieu of such allotment.
24.11 The Board may on any occasion determine that rights of election and the allotment of shares under Article 24.7 shall not be made available or made to any members 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 be unlawful, or where the Board considers the costs, expenses or possible delays in ascertaining the existence or extent of the legal and other requirements applicable to such offer or the acceptance of such offer out of proportion to the benefit of the Company, and in any such case the provisions aforesaid shall be read and construed subject to such determination.

Share premium and reserves

24.12 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 Companies ~~LawA~~ ct. The Company shall at all times comply with the provisions of the Companies ~~LawA~~ ct in relation to the share premium account.
24.13 The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for meeting claims on or liabilities of the Company or contingencies or for paying off any loan capital or for equalising dividends or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (including shares, warrants and other securities of the Company) as the Board may from time to time think fit, and so that it shall not be necessary to keep any 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 by way of dividend.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Dividends to be paid in proportion to paid up capital

24.14 Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) 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. For the purpose of this Article no amount paid up on a share in advance of calls shall be treated as paid up on the share.

Retention of dividends, etc.

24.15 The Board may retain any dividends or other moneys payable on or in respect of a share upon which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.
24.16 The Board may retain any dividends or other monies payable upon shares in respect of which any person is, under the provisions as to the transmission of shares hereinbefore contained, entitled to become a member, or in respect of which any person is under those provisions entitled to transfer, until such person shall become a member in respect of such shares or shall transfer the same.

Deduction of debts

24.17 The Board may deduct from any dividend or other monies payable to any member all sums of money (if any) presently payable by him to the Company on account of calls, instalments or otherwise.
24.18 Any general meeting sanctioning a dividend may make a call on the members of such amount
Dividend and call as the meeting resolves, but so that the call on each member shall not exceed the dividend together payable to him, and so that the call be made payable at the same time as the dividend, and the dividend may, if so arranged between the Company and the member, be set off against the call.

Dividend in specie

24.19 The Board, with the sanction of the members in general meeting, may direct that any 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 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 disregard fractional entitlements, round the same up or down or provide that the same shall accrue to the benefit of the Company, 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 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. Where required, a contract shall be filed in accordance with the provisions of the ~~LawA~~ ct and the Board may appoint any person to sign such contract on behalf of the persons entitled to the dividend and such appointment shall be effective.

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Effect of transfer

24.20 A transfer of shares shall not pass therewith the right to any dividend or bonus declared thereon before the registration of the transfer.
24.21 Any resolution declaring or resolving upon the payment of a dividend or other distribution on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable or made to the persons registered as the 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 or other distribution shall be payable or made to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares.

Receipt for 24.22 If two or more persons are registered as joint holders of any shares, any one of such persons dividends by may give effectual receipts for any dividends, interim and special dividends or bonuses and joint holders of other moneys payable or rights or property distributable in respect of such shares. share

Payment 24.23 Unless otherwise directed by the Board, any dividend, interest or other sum payable in cash by post to a holder of shares may be paid by cheque or warrant sent through the post to the registered address of the member entitled, or, in case of joint holders, to the registered address of the person whose name stands first in the register in respect of the joint holding or to such person and to such address as the holder or joint holders may in writing direct. Every cheque or warrant so sent shall 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 the payment of any such cheque or warrant by the bank on which it is drawn shall operate as a good discharge to the Company in respect of the dividend and/or bonus represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged.
24.24 The Company may cease sending such cheques for dividend entitlements or dividend
~~App 3 r.13(1)~~ warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise its 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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Unclaimed dividend ~~App 3 r.3(2)~~

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

24.25 All dividends or bonuses unclaimed for one year after having been declared may be invested or otherwise made use of by the Board for the exclusive benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof or be required to account for any money earned thereon. All dividends or bonuses unclaimed for six years after having been declared may be forfeited by the Board and shall revert to the Company and after such forfeiture no member or other person shall have any right to or claim in respect of such dividends or bonuses.

25 Untraceable Members

Sale of shares of untraceable members

25.1 The Company shall be entitled to sell any shares of a member or the shares to which a person is entitled by virtue of transmission on death or bankruptcy or operation of law if and provided that:
(a) all cheques or warrants, not being less than three in number, for any sums payable in cash to the holder of such shares have remained uncashed for a period of 12 years;
(b) the Company has not during that time or before the expiry of the three month period referred to in Article 25.1(d) below received any indication of the whereabouts or existence of the member or person entitled to such shares by death, bankruptcy or operation of law;

~~App 3 r.13(2)(a)~~

~~App 3 r.13(2)(b)~~

(c) during the 12-year period, at least three dividends in respect of the shares in question have become payable and no dividend during that period has been claimed by the member; and
(d) upon expiry of the 12-year period, the Company has caused an advertisement to be published in the newspapers, or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided, giving notice of its intention to sell such shares, and a period of three months has elapsed since such advertisement and the Exchange has been notified of such intention.

The net proceeds of any such sale shall 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.

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PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

25.2 To give effect to any sale contemplated by Article 25.1 the Company may appoint any person to execute as transferor an instrument of transfer of the said shares and such other documents as are necessary to effect the transfer, and such documents shall be as effective as if it had been executed by the registered holder of or person entitled by transmission to such shares and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former member or other person in the books of the Company as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares or other securities in or of the Company or its holding company if any) or as the Board may from time to time think fit.

26 Document Destruction

Destruction of registrable documents, etc.

The Company shall be entitled to destroy all instruments of transfer, probate, letters of administration, stop notices, powers of attorney, certificates of marriage or death and other documents relating to or affecting title to securities in or of the Company (“ Registrable Documents ”) which have been registered at any time after the expiration of six years from the date of registration thereof and all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation thereof and it shall conclusively be presumed in favour of the Company that every entry in the register if purporting to have been made on the basis of an instrument of transfer or Registrable Document so destroyed was duly and properly made and every instrument of transfer or Registrable Document so destroyed was a valid and effective instrument or document duly and properly registered and every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company, provided always that:

(a) the provisions aforesaid shall apply only to the destruction of a document in good faith and without express notice of the Company of any claim (regardless of the parties thereto) to which the document might be relevant;

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PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

(b) nothing herein contained 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 other circumstances which would not attach to the Company in the absence of this Article; and
(c) references herein to the destruction of any document include references to the disposal thereof in any manner.

Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of any documents referred to in this Article or 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 that the preservation of such document might be relevant to a claim.

27 Annual Returns and Filings

Annual returns and filings

The Board shall make the requisite annual returns and any other requisite filings in accordance with the ~~LawA~~ ct.

28 Accounts

Accounts to be kept ~~App 13 Part B r.4(1)~~

Where accounts are to be kept

Inspection by members

28.1 The Board shall cause to be kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions and otherwise in accordance with the ~~LawA~~ ct.
28.2 The books of account shall be kept at the Company’s principal place of business in Hong Kong or, subject to the provisions of the ~~LawA~~ ct, at such other place or places as the Board thinks fit and shall always be open to the inspection of the Directors.
28.3 The Board shall from time to time determine whether, to what extent, at what times and places and under what conditions or regulations, the accounts and books of the Company, or any of them, shall be open to the inspection of the members (other than officers of the Company) and no member shall have any right of inspecting any accounts or books or documents of the Company except as conferred by the ~~LawA~~ ct or any other relevant law or regulation or as authorised by the Board or by the Company in general meeting.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

28.4 The Board shall, commencing with the first annual general meeting cause to be prepared
Annual profit and loss account and to be laid before the members of the Company at every annual general meeting a profit and balance and loss account for the period, in the case of the first account, since the incorporation of sheet the Company and, in any other case, since the preceding account, together with a balance
~~App 13 Part B~~ sheet as at the date to which the profit and loss account is made up and a Directors’ report ~~r.4(2)~~ with respect to the profit or loss of the Company for the period covered by the profit and loss account and the state of the Company’s affairs as at the end of such period, an Auditors’ report on such accounts prepared pursuant to Article 29.1 and such other reports and accounts as may be required by law.
Annual report 28.5 Copies of those documents to be laid before the members of the Company at an annual of Directors general meeting shall not less than 21 days before the date of the meeting be sent in the
and balance sheet to be manner in which notices may be served by the Company as provided herein to every member sent to of the Company and every holder of debentures of the Company, provided that the Company members etc. shall not be required to send copies of those documents to any person of whose address the
~~App 13~~ Company is not aware or to more than one of the joint holders of any shares or debentures.

~~App 13 Part B r.3(3) App 3 r.5~~

28.6 To the extent permitted by and subject to due compliance with these Articles, the ~~Law~~ Act and all applicable rules and regulations, including, without limitation, the rules of the Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 28.5 shall be deemed satisfied in relation to any member or any holder of debentures of the Company by sending to such person instead of such copies, not less than 21 days before the date of the annual general meeting, in any manner not prohibited by these Articles and the ~~LawA~~ ct, a summary financial statement derived from the Company’s annual accounts, together with the Directors’ report and the Auditors’ report on such accounts, which shall be in the form and containing the information required by these Articles, the ~~LawA~~ ct and all applicable laws and regulations, provided that any person who is otherwise entitled to the annual accounts of the Company, together with the Director’s report and the Auditor’s 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 the summary financial statement, a complete printed copy of the Company’s annual accounts, together with the Directors’ report and the Auditor’s report thereon.

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

29 Audit

Auditors ~~App 13 Part B r.4(2)~~

29.1 The Auditors shall audit the profit and loss account and balance sheet of the Company in each year and shall prepare a report thereon to be annexed thereto. Such report shall be laid before the Company at its annual general meeting in each year and shall be open to inspection by any member. The Auditors shall at the next annual general meeting following their appointment and at any other time during their term of office, upon request of the Board or any general meeting of the members, make a report on the accounts of the Company in general meeting during their tenure of office.

Appointment, removal and remuneration of Auditors App 3 r.17

29.2 1.1 The Company shall at ~~any~~ the annual general meeting or at a subsequent extraordinary general meeting in each year by ordinary resolution appoint an auditor or auditors of the Company who shall hold office until the next annual general meeting. The removal of an Auditor before the expiration of his ~~period~~ term of office shall require the approval of an ordinary resolution of the members in general meeting. The remuneration of the Auditors shall be fixed by the Company at the annual general meeting at which they are appointed by ordinary resolution, provided that in respect of any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board. No person may be appointed as the, or an, Auditor, unless he is independent of the Company. The Board may before the first annual general meeting appoint an auditor or auditors of the Company who shall hold office until the first annual general meeting unless previously removed by an ordinary resolution of the members in general meeting in which case the members at that meeting may appoint Auditors. The Board may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Board under this Article may be fixed by the Board. An Auditor appointed under this Article shall hold office until the next following annual general meeting of the Company and shall then be subject to appointment by members at such remuneration to be determined by the members under this Article.
When accounts 29.3 Every statement of accounts audited by the Auditors and presented by the Board at an annual to be deemed general meeting shall after approval at such meeting be conclusive except as regards any settled error discovered therein within three months of the approval thereof. Whenever any such error is discovered within that period, it shall forthwith be corrected, and the statement of account amended in respect of the error shall be conclusive.

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

30 Notices

Service of notices ~~App 3 r.7(1)~~

30.1 Except as otherwise provided in these Articles, any notice or document may be served by the Company and any notices may be served by the Board on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his registered address as appearing in the register or, to the extent permitted by the Listing Rules and all applicable laws and regulations, by electronic means by transmitting it to any electronic number or address or website supplied by the member to the Company or by placing it on the Company’s Website provided that the Company has obtained either (a) the member’s prior express positive confirmation in writing or (b) the member’s deemed consent, in the manner specified in the Listing Rules to receive or otherwise have made available to him notices and documents to be given or issued to him by the Company by such electronic means, or (in the case of notice) by advertisement published in the manner prescribed under the Listing Rules. In the case of joint holders of a share, all notices shall be given to that holder for the time being whose name stands first in the register and notice so given shall be sufficient notice to all the joint holders.
30.2 Notice of every general meeting shall be given in any manner hereinbefore authorised to:
(a) every person shown as a member in the register of members as of the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the register of members;
(b) every person upon whom the ownership of a share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a member of record where the member of record but for his death or bankruptcy would be entitled to receive notice of the meeting;
(c) the Auditors;
(d) each Director and alternate Director;
(e) the Exchange; and
(f) such other person to whom such notice is required to be given in accordance with the Listing Rules.
30.3 No other person shall be entitled to receive notices of general meetings.

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APPENDIX III PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Members out 30.4 A member shall be entitled to have notice served on him at any address within Hong Kong. of Hong Kong Any member who has not given an express positive confirmation in writing to the Company
~~App.3 r.7(2)~~ in the manner specified in the Listing Rules to receive or otherwise have made available to him notices and documents to be given or issued to him by the Company by electronic means and whose registered address is outside Hong Kong may notify the Company in writing of an address in Hong Kong which for the purpose of service of notice shall be deemed to be his registered address. A member who has no registered address in Hong Kong shall be deemed to have received any notice which shall have been displayed at the transfer office and shall have remained there for a period of 24 hours and such notice shall be deemed to have been received by such member on the day following that on which it shall have been first so
~~App 3~~ displayed, provided that, without prejudice to the other provisions of these Articles, nothing ~~r.7(3)~~ in this Article shall be construed as prohibiting the Company from sending, or entitling the Company not to send, notices or other documents of the Company to any member whose registered address is outside Hong Kong.
When notice 30.5 Any notice or document sent by post shall be deemed to have been served on the day deemed to be following that on which it is put into a post office situated within Hong Kong and in proving
served such service it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly prepaid, addressed and put into such post office and a certificate in writing signed by the Secretary or other person appointed by the Board that the envelope or wrapper containing the notice or document was so addressed and put into such post office shall be conclusive evidence thereof.
30.6 Any notice or other document delivered or left at a registered address otherwise than by post shall be deemed to have been served or delivered on the day it was so delivered or left.
30.7 Any notice served by advertisement shall be deemed to have been served on the day of issue of the official publication and/or newspaper(s) in which the advertisement is published (or on the last day of issue if the publication and/or newspaper(s) are published on different dates).
30.8 Any notice given by electronic means as provided herein shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by the Listing Rules or any applicable laws or regulations.

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Service of notice to persons entitled on death, mental disorder or bankruptcy of a member

30.9 A notice may be given by the Company to the person or persons 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 addressed to him or them 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, within Hong Kong 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.
Transferee 30.10 Any person who by operation of law, transfer or other means whatsoever shall become bound entitled to any share shall be bound by every notice in respect of such share which prior to
by prior notices 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.
Notice valid 30.11 Any notice or document delivered or sent to any member in pursuance of these Articles, shall though member notwithstanding that such member be then deceased and whether or not the Company has deceased notice of his death be deemed to have been duly served in respect of any registered shares whether held solely or jointly with other persons by such member until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice or document on his personal representatives and all persons (if any) jointly interested with him in any such shares.

How notice to be signed

30.12 The signature to any notice to be given by the Company may be written or printed by means of facsimile or, where relevant, by Electronic Signature.

31 Information

Member 31.1 No member shall be entitled to require discovery of or any information in respect of any not entitled to detail of the Company’s trading or any matter which is or may be in the nature of a trade information secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the members or the Company to communicate to the public.
Directors 31.2 The Board shall be entitled to release or disclose any information in its possession, custody entitled or control regarding the Company or its affairs to any of its members including, without to disclose limitation, information contained in the register of members and transfer books of the
information Company.

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

32 Winding Up

App 3 r.21

32.1 Subject to the Companies Act, the Company may by special resolution resolve that the Company be wound up voluntarily.

Power to distribute assets in specie following liquidation

32.2 ~~32.1~~ If the Company shall be wound up (whether the liquidation is voluntary, under supervision or by the court) the liquidator may, with the authority of a special resolution of the Company and any other sanction required by the ~~LawA~~ ct divide among the members in specie or kind the whole or any part of the assets of the Company (whether the assets shall consist of property of one kind or shall consist of properties of different kinds) and may for such purpose set such value as he deems fair upon any property to be divided 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 or sanction vest the whole or any part of such assets in trustees upon such trusts for the benefit of the members as the liquidator, with the like authority or sanction and subject to the ~~LawA~~ ct, shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no member shall be compelled to accept any assets, shares or other securities in respect of which there is a liability.
Distribution 32.3 ~~32.2~~ If the Company shall be wound up, and the assets available for distribution amongst the of assets in members as such shall be insufficient to repay the whole of the paid-up capital, such assets
liquidation shall be distributed so that, as 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. And if in a winding up the assets available for distribution amongst the members 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 amongst the members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. This Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

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Service of process

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

32.4 ~~32.3~~ In the event of a winding-up of the Company in Hong Kong, every member of the Company who is not for the time being in Hong Kong shall be bound, within 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 judgments in relation to or under the winding-up of the Company may be served, and in default of such nomination the liquidator of the Company shall be at liberty on behalf of such member to appoint some such person, and service upon any such appointee, whether appointed by the member or the liquidator, shall be deemed to be good personal service on such member for all purposes, and, where the liquidator makes any such appointment, he shall with all convenient speed give notice thereof to such member by advertisement as he shall deem appropriate or by a registered letter 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.

33 Indemnities

Indemnities of Directors and officers

33.1 Every Director, Auditor or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities incurred or sustained by him as a Director, Auditor or other officer of the Company in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted.
33.2 Subject to the Companies ~~LawA~~ ct, if any Director or other person shall become personally liable for the payment of any sum primarily due from the Company, the Board may execute or cause to be executed any mortgage, charge, or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Director or person so becoming liable as aforesaid from any loss in respect of such liability.

34 Financial Year

Financial year

The financial year of the Company shall be prescribed by the Board and may, from time to time, be changed by it.

35 Amendment of Memorandum and Articles

Amendment of Memorandum and Articles ~~App 13 Part B r.1~~

Subject to the ~~LawA~~ ct, the Company may at any time and from time to time by special resolution alter or amend its Memorandum of Association and Articles of Association in whole or in part.

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PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

36 Transfer by Way of Continuation

The Company shall, subject to the provisions of the Companies ~~Law~~ Act and with the approval of a special resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

37 Mergers and Consolidations

The Company shall, with the approval of a special resolution, have the power to merge or consolidate with one or more constituent companies (as defined in the Companies ~~LawA~~ ct), upon such terms as the Directors may determine.

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NOTICE OF ANNUAL GENERAL MEETING

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Sinomax Group Limited 盛諾集團有限公司

(Incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 1418)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of Sinomax Group Limited (the “ Company ”) will be held at Units 2005-2007, Level 20, Tower 1, MegaBox Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Hong Kong, on Wednesday, 22 June 2022 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

To consider and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “ Directors ”) and the auditors of the Company for the year ended 31 December 2021;
To consider, approve and declare a final dividend of HK$0.4 cent per share of the Company for the year ended 31 December 2021;
To consider the re-election of the following Directors:
(a) Mr. Lam Chi Fan, as an executive Director;
(b) Mr. Zhang Hwo Jie, as an independent non-executive Director; and
(c) Mr. Wu Tak Lung, as an independent non-executive Director;
To authorise the board of Directors (the “ Board ”) to fix the remuneration of the Directors;
To consider and approve the re-appointment of PricewaterhouseCoopers as the auditors of the Company and authorise the Board to fix its remuneration;

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NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution:

“ THAT :

(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (the “ Listing Rules ”) and all other applicable laws, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares of HK$0.1 each in the share capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of shares of the Company allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
(i) the shares of the Company issued as a result of a Rights Issue (as hereinafter defined in paragraph (d) below);
(ii) the exercise of options granted under the share option schemes or similar arrangement adopted by the Company from time to time;
(iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares of the Company in lieu of the whole or part of the dividend on the shares of the Company in accordance with the articles of association of the Company and other relevant regulations in force from time to time; or

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NOTICE OF ANNUAL GENERAL MEETING

(iv) any issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company,

shall not exceed the aggregate of:

(aa) 20% of the aggregate number of issued shares of the Company as at the date of the passing of this resolution; and
(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of issued shares of the Company which may be repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the aggregate number of issued shares of the Company as at the date of the passing of this resolution),

and the said approval shall be limited accordingly; and

(d) for the purpose of this resolution, the “ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or
(iii) the date on which the authority given under this resolution is revoked, varied or renewed by an ordinary resolution of the shareholders of the Company in general meeting of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

“ Rights Issue ” means an offer of shares, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to the holders of shares or any class of shares of the Company whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange outside Hong Kong).”

As special business, to consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution:

“ THAT :

(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase shares of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “ SFC ”) and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws as amended from time to time in this regard, be and is hereby generally and unconditionally approved;
(b) the aggregate number of shares of the Company to be repurchased or agreed to be repurchased by the Company pursuant to the approval mentioned in paragraph (a) above during the Relevant Period shall not exceed 10% of the number of the issued shares of the Company as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(c) for the purpose of this resolution, “ Relevant Period ” means the period from the date of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any other applicable laws of the Cayman Islands to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

(iii) the date on which the authority given under this resolution is revoked, varied or renewed by an ordinary resolution of the shareholders of the Company in general meeting of the Company.”
As special business, to consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution:

“ THAT conditional upon resolutions numbered 6 and 7 above being passed, the aggregate number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in resolution numbered 7 above shall be added to the aggregate number of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to resolution numbered 6, provided that the number of shares repurchased by the Company shall not exceed 10% of the total number of the issued shares of the Company as at the date of the passing of this resolution.”

SPECIAL RESOLUTION

As special business, to consider and, if thought fit, pass with or without modifications, the following resolutions as a special resolution:

“ THAT :

(a) the proposed amendments to the memorandum and articles of association of the Company as set out in Appendix III to the circular of the Company dated 28 April 2022 (the “ Proposed Amendments ”) be and are hereby approved and adopted;
(b) the new memorandum and articles of association of the Company, a copy of which is produced to this meeting marked “A” and for identification purpose signed by the chairman of this meeting, which incorporates and consolidates the Proposed Amendments, be and is hereby approved and adopted as the amended and restated memorandum and articles of association of the Company (the “ New Memorandum and Articles of Association ”), in substitution for and to the exclusion of the existing memorandum and articles of association of the Company in their entirety with immediate effect after the close of this meeting; and

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NOTICE OF ANNUAL GENERAL MEETING

(c) any one of the directors or the secretary of the Company be and is hereby authorised to do all things necessary or expedient in order to effect and implement the adoption of the New Memorandum and Articles of Association and be and is authorised to instruct the registered office provider of the Company, its Hong Kong share registrar and/or any person authorised by any such director or secretary of the Company to make relevant registrations and filings in accordance with the requirements of the applicable laws in the Cayman Islands and Hong Kong.”

Yours faithfully,

For and on behalf of the Board Sinomax Group Limited Lam Chi Fan Chairman

Hong Kong, 28 April 2022

Notes:

A shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint another person (who must be an individual) as his/her/its proxy to attend and vote instead of him/her/it and a proxy so appointed shall have the same right as the shareholder to speak at the Meeting. A proxy need not be a shareholder of the Company. A member (whether or not a recognised clearing house) may appoint any number of proxies to attend in his/her/its stead at the Meeting.
In the case of joint holders of any shares of the Company, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, then the holder so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof) or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time fixed for holding the Meeting (or any adjournment thereof).

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NOTICE OF ANNUAL GENERAL MEETING

In order to determine the right to attend the Meeting, the register of members of the Company will be closed from Friday, 17 June 2022 to Wednesday, 22 June 2022, both days inclusive, during which period, no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the Meeting, all transfer of shares of the Company accompanied by the relevant share certificates transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 16 June 2022.
Completion and return of the form of proxy by a shareholder of the Company should not preclude such shareholder from attending and voting in person at the Meeting or any adjournment thereof and in such event, the form of proxy shall be deemed to be revoked.
In light of the ongoing novel coronavirus disease (“ COVID-19 ”), the following precautionary measures will be implemented at the Meeting to safeguard the health and safety of the attendees and to prevent the spread of COVID-19 at the AGM:
compulsory body temperature checks on each attendee;
mandatory wearing of surgical face masks for each attendee throughout the Meeting;
no refreshment or drinks will be served; and
no souvenirs will be distributed.

Any person who does not comply with the precautionary measures or is subject to any Hong Kong government prescribed quarantine or exhibits flu-like symptoms may be denied entry into the Meeting venue. In the interest of the health and safety of the attendees of the Meeting, the Company advises the shareholders of the Company, particularly the shareholders who are subject to quarantine in relation to COVID-19, to exercise their voting rights by appointing the Chairman of the Meeting as their proxy to vote on the relevant resolutions at the Meeting according to their indicated voting instructions as an alternative to attending the Meeting in person.

– 102 –

AI assistant

Sinomax Group Limited — AGM Information 2022

49913_rns_2022-04-28_03282d81-17f9-46f5-8e65-8f7e823817aa.pdf

Sinomax Group Limited 盛諾集團有限公司

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS (3) PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

Precautionary Measures for the AGM

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

LETTER FROM THE BOARD

Sinomax Group Limited 盛諾集團有限公司

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

(4) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

LETTER FROM THE BOARD

2. ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS

3. FINAL DIVIDEND

4. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

Issue Mandate

LETTER FROM THE BOARD

Repurchase Mandate

LETTER FROM THE BOARD

5. RE-ELECTION OF RETIRING DIRECTORS

6. RE-APPOINTMENT OF AUDITORS

LETTER FROM THE BOARD

7. PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES AND PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES

LETTER FROM THE BOARD

LETTER FROM THE BOARD

8. ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

9. PRECAUTIONARY MEASURES FOR THE AGM

LETTER FROM THE BOARD

Tricor Investor Services Limited

10. RECOMMENDATION

11. GENERAL INFORMATION

Sinomax Group Limited Lam Chi Fan

1. EXERCISE OF THE REPURCHASE MANDATE

2. REASONS FOR THE REPURCHASE

3. FUNDING OF REPURCHASES

4. MATERIAL ADVERSE IMPACT IN THE EVENT OF REPURCHASE IN FULL

5. SHARE PRICES

6. UNDERTAKING

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

8. TAKEOVERS CODE AND PUBLIC FLOAT REQUIREMENT

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

9. SHARE REPURCHASE MADE BY THE COMPANY

APPENDIX II

1. Mr. LAM Chi Fan （林志凡先生） – executive Director

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

2. Mr. ZHANG HWO Jie （張傑先生） – independent non-executive Director

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

3. Mr. WU Tak Lung （吳德龍先生） – independent non-executive Director

GENERAL

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

THE COMPANIES ~~LAW (2013 REVISION~~ ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

Sinomax Group Limited 盛諾集團有限公司

THE COMPANIES ~~LAW (2013 REVISION~~ ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

Sinomax Group Limited 盛諾集團有限公司

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

The Companies ~~Law (2013 Revision~~ Act (As Revised) Company Limited by Shares

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

Sinomax Group Limited

盛諾集團有限公司

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

Sinomax Group Limited AGM Information 2022

THE COMPANIES LAW (2013 REVISION ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

THE COMPANIES LAW (2013 REVISION ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

The Companies Law (2013 Revision Act (As Revised) Company Limited by Shares

THE COMPANIES LAW (2013 REVISION ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

THE COMPANIES LAW (2013 REVISION ACT (AS REVISED)