Super Strong Holdings Limited — Proxy Solicitation & Information Statement 2023

Nov 1, 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult 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 Super Strong Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

Super Strong Holdings Limited 宏強控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8262)

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

(2) RE-ELECTION OF DIRECTORS;

(3) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Super Strong Holdings Limited (the “ Company ”) to be held at the conference room of Unit D, 3/F., Freder Centre, 3 Mok Cheong Street, Tokwawan, Kowloon, Hong Kong on Tuesday, 28 November 2023 at 9:30 a.m. is set out on pages 49 to 53 of this circular which was despatched to shareholders of the Company on Friday, 3 November 2023. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof (as the case may be). 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 adjourned meeting should you so wish.

This circular will remain on the “Latest Listed Company Information” page of the website of the Stock Exchange at www.hkexnews.hk for at least 7 days from the date of its posting and on the website of the Company at www.wmcl.com.hk.

3 November 2023

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

• i -

CONTENTS

	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Explanatory statement on repurchase mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
GEM Listing Rules relating to the repurchase of Shares . . . . . . . . . . . . . . . . . . . . .	4
General mandates to be granted to Directors to make on-market
repurchases of Shares and to issue new Shares . . . . . . . . . . . . . . . . . . . . . . . . .	5
Reasons for Share repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Funding of repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Share prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Disclosure of interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Share purchases made by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Re-election of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Proposed Amendments to the Memorandum and Articles of Association and Adoption of
the New Memorandum and Articles of Association . . . . . . . . . . . . . . . . . . . . . . .	11
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Document available for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix — Proposed Amendments to the Memorandum and Articles of Association . .	15
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	49

• ii -

DEFINITIONS

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

“Annual General Meeting” the annual general meeting of the Company to be convened and held on Tuesday, 28 November 2023 at 09:30 a.m. at the conference room of Unit D, 3/F., Freder Centre, 3 Mok Cheong Street, Tokwawan, Kowloon, Hong Kong, the notice of which is set out on pages 49 to 53 of this circular or any adjournment thereof

• “Announcement” the announcement of the Company dated 1 November 2023 in relation to the proposed adoption of the second amended and restated memorandum and articles of association of the Company

“Articles” the articles of association of the Company, as amended or supplemented or otherwise modified from time to time “associate(s)” has the meaning described thereto under the GEM Listing Rules

• “Board” the board of Directors

“Companies Act” the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• “Companies Ordinance” the Companies Ordinance, Chapter 622 of the Laws of Hong Kong

“Company” Super Strong Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM

“connected person” has the same meaning as defined in the GEM Listing Rules

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

“GEM” GEM of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Latest Practicable Date” 30 October 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• 1 -

DEFINITIONS

“Memorandum and Articles of	the memorandum and articles of association of the Company, as
Association”	amended or supplemented or otherwise modified from time to time
“Proposed Amendments”	the amendments to the Memorandum and Articles of Association as
	set out in Appendix to this circular (with the proposed amendments
	marked up against the Memorandum and Articles of Association)
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	share(s) of HK$0.01 each in the share capital of the Company
“Share Option Scheme”	the share option scheme adopted by the Company on 9 March 2016
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Codes on Takeovers and Mergers and Share Buy-backs by the
	Securities and Futures Commission in Hong Kong
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

• 2 -

LETTER FROM THE BOARD

Super Strong Holdings Limited 宏強控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8262)

Executive Directors: Registered office: Mr. Kwok Tung Keung (Chairman) Maples Corporate Services Limited Mr. Ko Chun Hay Kelvin (Chief Executive Officer) PO Box 309 Mr. Qiu Haiquan Ugland House Grand Cayman Independent Non-Executive Directors: KY1-1104, Cayman Islands Ms. Wong Shuk Fong Mr. Donald William Sneddon Principal place of business in Hong Kong: Mr. Ng Man Li Unit D, 3/F Freder Centre 3 Mok Cheong Street Tokwawan, Kowloon Hong Kong

3 November 2023

To the Shareholders

Dear Sir or Madam,

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

(2) RE-ELECTION OF DIRECTORS;

(3) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION; AND (4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you information regarding the ordinary resolutions to repurchase Shares, to issue new Shares and the re-election of Directors and the special resolution to approve the Proposed Amendments to the existing Memorandum and Articles of Association and the adoption of the new Memorandum and Articles of Association incorporating the Proposed Amendments and to seek your approval of the resolutions in relation thereto to be proposed at the Annual General Meeting.

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LETTER FROM THE BOARD

Three respective ordinary resolutions will be proposed at the Annual General Meeting to enable the Directors to exercise the powers of the Company (i) to issue new Shares up to 20% of the total issued Shares of the Company; (ii) to make repurchases on the Stock Exchange of the Company’s fully paid Shares representing up to a maximum of 10% of the total issued Shares of the Company; and (iii) to increase the number of Shares which the Directors may issue under the general mandate by the number of Shares repurchased under the repurchase mandate. Separate ordinary resolutions will be proposed at the Annual General Meeting to re-elect each of the retired directors. A special resolution will be proposed at the Annual General Meeting to make Proposed Amendments to the existing Memorandum and Articles of Association and to adopt of the new Memorandum and Articles of Association of the Company.

Under the GEM Listing Rules, the Company is required to provide you with information reasonably necessary to enable you to make an informed decision as to whether to vote for or against the resolutions to be proposed at the Annual General Meeting. This circular is prepared for such purpose.

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

The explanatory statement as required under the GEM Listing Rules to provide the requisite information to you for consideration of the proposed grant of the repurchase mandate is set out below.

GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The GEM Listing Rules permit companies whose primary listing is on GEM to repurchase their Shares on GEM subject to certain restrictions, the most important of which are summarized as below. The Company is empowered by its memorandum of association and the Articles, the Companies Ordinance and Companies Act to repurchase its own Shares.

(a) Shareholders’ approval

The GEM Listing Rules provide that all on-market share repurchases by a company with its primary listing on GEM must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval with reference to a specific transaction.

(b) Source of funds

Repurchases must be funded out of funds which are legally available for the purpose in accordance with the Company’s memorandum of association and the Articles and the Companies Ordinance and the Companies Act. Any repurchases by the Company may only be made out of the profits of the Company 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 Ordinance, out of capital and, in the case of any premium payable on the repurchase, out of the profits of the Company out of the share premium account of the Company or, if authorised by the Articles and subject to the Companies Ordinance.

(c) Maximum number of Shares to be purchased and subsequent issues

A maximum of 10% of fully-paid issued Shares of the Company at the date of passing the relevant resolution at the Annual General Meeting may be repurchased on GEM.

• 4 -

LETTER FROM THE BOARD

GENERAL MANDATES TO BE GRANTED TO DIRECTORS TO MAKE ON-MARKET REPURCHASES OF SHARES AND TO ISSUE NEW SHARES

Pursuant to the ordinary resolutions passed by the then Shareholders at the annual general meeting of the Company held on 29 December 2022, the Directors were granted a general mandate to allot, issue and deal with Shares in the capital of the Company and a general mandate to repurchase Shares on GEM. These mandates will expire at the conclusion of the forthcoming Annual General Meeting. To facilitate future allotment and issue of Shares by the Directors on behalf of the Company, the Directors will seek the approval of the Shareholders for the grant of the general mandate and the repurchase mandate as provided under resolutions no. 4(A) to 4(C) in the notice of the Annual General Meeting.

Ordinary resolution no. 4(A) contained in the notice of the Annual General Meeting relates to the granting of a general mandate to the Directors to issue new Shares up to a maximum of 20% of the issued Shares of the Company at the date of passing of the resolution. The authority conferred on the Directors by this mandate will continue in force until the conclusion of the next annual general meeting of the Company, or any earlier date as referred to in paragraph (d) of the ordinary resolution no. 4(A). In addition, subject to the approval by the Shareholders of the ordinary resolution no. 4(C) contained in the notice of the Annual General Meeting, the number of Shares purchased by the Company under the repurchase mandate will also be added to the 20% general mandate as mentioned above. The Directors have no immediate plan to allot and issue any new Shares other than such Shares which may fall to be issued upon the exercise of any options granted under the Share Option Scheme.

Ordinary resolution no. 4(B) contained in the notice of the Annual General Meeting relates to the granting of a buy back mandate to the Directors to repurchase, on the Stock Exchange, Shares of the Company up to a maximum of 10% of the issued Shares of the Company as at the date of the passing of the resolution (the repurchase mandate). The authority conferred on the Directors by this mandate will continue in force until the conclusion of the next annual general meeting of the Company, or any earlier date as referred to in paragraph (c) of ordinary resolution no. 4(B).

Ordinary resolution no. 4(C) contained in the notice of the Annual General Meeting relates to the extension of the general mandate to be granted to the Directors to issue new Shares during the relevant period by adding to it the aggregate number of Shares (if any) purchased under the repurchase mandate. The authority conferred on the Directors by this mandate will continue in force until the conclusion of the next annual general meeting of the Company, or any earlier date as referred to in paragraph (d) of ordinary resolution no. 4(A).

REASONS FOR SHARE REPURCHASES

Although the Directors have no present intention of repurchasing any Shares, they believe that the flexibility afforded by the repurchase mandate would be in the best interests of the Company and its Shareholders. At any time in the future when Shares are trading at a discount to their underlying value, the ability of the Company to repurchase Shares will be beneficial to those Shareholders who retain their investment in the Company since their attributable percentage interest in the Shares of the Company would increase in proportion to the number of Shares repurchased by the Company. The Directors will only make such repurchases in circumstances where they consider them to be beneficial to the Company and its Shareholders as a whole.

• 5 -

LETTER FROM THE BOARD

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 795,940,000 Shares.

Subject to the passing of ordinary resolution no. 4(B), the Company would be allowed under the repurchase mandate to repurchase a maximum of 79,594,000 Shares, i.e. 10% of the total number of issued Shares as at the date of passing of the resolution, on the basis that no Shares will be issued or repurchased prior to the date of the Annual General Meeting.

Subject to the passing of ordinary resolution no. 4(A), the Company would be allowed under the mandate to issue a maximum of 159,188,000 Shares, i.e. 20% of the total number of issued Shares as at the date of passing of the resolution, on the basis that no Shares will be issued or repurchased prior to the date of the Annual General Meeting.

FUNDING OF REPURCHASES

Repurchases by the Company must be funded out of funds legally available for such purpose in accordance with the memorandum of association and the Articles, the applicable laws of the Cayman Islands and the GEM Listing Rules. A GEM listed company is prohibited from repurchasing its own shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading of the Stock Exchange from time to time. Subject to the foregoing, any repurchases by the Company may be made out of its profits or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, if authorized by the Articles and subject to the Companies Act, out of capital and in the case of any premium payable on a repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company, or if authorized by its Articles of Association and subject to the Companies Act, out of capital.

The Directors propose that repurchases of Shares under the repurchase mandate in these circumstances would be financed from the Company’s internal resources or working capital facilities.

Taking into account the current working capital position of the Company, there might be a material adverse impact on the working capital or gearing position of the Company in the event that the repurchase mandate were to be carried out in full at any time during the proposed repurchase period.

However, the Directors do not propose to exercise the repurchase mandate to such extent as would in the circumstances have a material adverse impact on the working capital requirements or the gearing levels of the Company, which in the opinion of the Directors are from time to time appropriate for the Company.

• 6 -

LETTER FROM THE BOARD

SHARE PRICES

The highest and lowest prices at which Shares traded on the Stock Exchange in each of the 12 months immediately preceding and up to the Latest Practicable Date were as follows:

	**Price per **	Share
	Highest	Lowest
	HK$	HK$
2022
October	0.235	0.210
November	0.238	0.170
December	0.152	0.137
2023
January	0.217	0.141
February	0.180	0.160
March	0.195	0.167
April	0.194	0.180
May	0.185	0.179
June	0.169	0.168
July	0.185	0.168
August	0.190	0.140
September	0.320	0.081
October (up to and including the Latest Practicable Date)	0.495	0.210

DISCLOSURE OF INTERESTS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases under the repurchase mandate in accordance with the GEM Listing Rules, the Articles and the applicable laws of the Cayman Islands.

If as a result of a share repurchase, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code and if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer for Shares under Rule 26 of the Takeovers Code. Should the Directors exercise the power of the Company under the repurchase mandate, based on the current shareholding’s structure of the Company as shown at below, the Directors are not aware of any obligation that would arise under the Takeovers Code.

As at the Latest Practicable Date, only the following persons were interested in 10% or more of the issued share capital of the Company as recorded in the register of interests kept by the Company under the SFO and held the following number of Shares:

• 7 -

LETTER FROM THE BOARD

				Percentage of	Percentage of
				total number of
					Shares
				(assuming the
			Percentage of		repurchase
		Number of	total number of		mandate is
Name	Note	Shares	Shares	exercise in full)
Mr. Kwok Tung Keung
(“Mr. Kwok”)	1	250,000,000	31.41%		34.90%
Mr. Ko Chun Hay Kelvin
(“Mr. Ko”)	–	67,400,000	8.47%		9.48%
Mr. Liu Long	–	60,000,000	7.54%		8.38%
Mr. Ye Shanmin	–	60,000,000	7.54%		8.38%

Note:

1. Mr. Kwok beneficially owns 100% of the issued share capital of Best Brain Investments Limited (“ Best Brain ”). By virtue of the SFO, Mr. Kwok is deemed to be interested in the same number of the Shares held by Best Brain.

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

To the best knowledge and belief of the Company, and as recorded in the registers required to be kept by the Company under section 336 of the SFO, as at the Latest Practicable Date, Mr. Kwok, the Chairman and an executive Director of the Company, has an interest in 250,000,000 Shares, representing approximately 31.41% of the issued share capital of the Company, and Mr. Ko, the Chief Executive Officer, executive Director and company secretary has an interest in 67,400,000 Shares, representing approximately 8.47% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Share Repurchase Mandate, the shareholding of Mr. Kwok would be increased to approximately 34.90% of the then total issued Shares, and that of Mr. Ko would be increased to approximately 9.48% of the then total issued Shares.

If the shareholding of Mr. Kwok increases by more than 2% from his lowest percentage holdings in the 12 months ending on date of a repurchase of Shares by the Company, Mr. Kwok may be obliged to make a mandatory general offer under the Takeovers Code unless a waiver is granted by the Securities and Futures Commission. The Directors do not presently envisage exercising the Repurchase Mandate to effect

• 8 -

LETTER FROM THE BOARD

on-market repurchase of Shares in circumstances where this will trigger such mandatory general offer obligation for Mr. Kwok under the Takeovers Code. Mr. Ko’s potential increase in shareholding will not give rise to any obligation to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

The Directors do not propose or intend to repurchase Shares which could result in mandatory offer under the Takeovers Code and less than the prescribed minimum percentage of Shares in public hands (i.e. 25%). The Stock Exchange has stated that if less than 25% of the issued share capital of the Company are in the public hands, or if the Stock Exchange believes that a false market exists or may exist in the trading of the shares or that there are insufficient Shares in the public hands to maintain an orderly market, it will consider exercising its discretion to suspend the dealing in the Shares.

None of the Directors, to the best of their knowledge having made all reasonable enquiries, or any of their respective close associates, presently intends to sell Shares to the Company in the event that the repurchase mandate is approved by the Shareholders. The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares, nor they have undertaken not to sell any Shares held by them to the Company in the event that the repurchase mandate is approved by the Shareholders.

SHARE PURCHASES MADE BY THE COMPANY

No purchases of Shares have been made by the Company whether on the GEM or otherwise in the six months immediately preceding the Latest Practicable Date.

ACTIONS TO BE TAKEN

A form of proxy for use at the Annual General Meeting is enclosed with this circular. To be valid, the instrument appointing a proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the above meeting. Completion and delivery of the form of proxy will not prevent you from attending and voting in person at the Annual General Meeting or any adjournment thereof.

RE-ELECTION OF DIRECTORS

At the Annual General Meeting, Mr. Qiu Haiquan (“ Mr. Qiu ”), Mr. Donald William Sneddon (“ Mr. Sneddon ”) and Ms. Wong Shuk Fong (“ Ms. Wong ”) will retire from office by rotation in accordance with article 16.18 of the Articles and will offer themselves for re-election to serve for another term. Details of the Directors proposed to be re-elected at the Annual General Meeting are set out below:

Mr. Qiu, aged 43, is our executive Director. He was appointed as an executive Director since 1 January 2022. Mr. Qiu is responsible for the business development in China and monitors operations of business in China.

• 9 -

LETTER FROM THE BOARD

Mr. Qiu holds a degree in Carrier Vehicle Utilization Engineering from Guangxi University. He has more than ten years of experience in management. Before joining the Group, from 2006 to 2008, Mr. Qiu worked as a sales and financing insurance manager in the Guangxi Guihai Automobile Sales Service Co., Ltd and was responsible for company car sales business. Since 2008, he served as the general manager in the Guangxi Hefeng Asset Management Co., Ltd and was responsible for the development of spot gold trading business and investment consulting and wealth management in the Shanghai Gold Exchange. From 2013 to 2016, he served as the project manager in the Guangxi Sanyuan High-tech Co., Ltd and was responsible for the implementation of government projects in Jiangsu and Hubei in relation to automobile maintenance health and management system. From 2009 to 2020, he also served as the general manager, executive director and legal representative in the Nanning Wanjin Enterprise Investment Co., Ltd and was responsible for communication with the government to incubate different companies to be listed in Hong Kong. From 2021 and up to now, he served as the general manager, executive director and legal representative in the Guangxi Hongfuli Construction Engineering Co., Ltd., a company working as a main contractor of construction in China and also served as the director of King Shiny Development Limited since 20 October 2021, a direct wholly-owned subsidiary of the Company

Mr. Qiu has a service contract with the Company with a term of one year commencing form 1 January 2022, which is renewable for another term of one year upon expiry of every term of his appointment by written confirmation of the Board. His director’s emolument is HK$120,000 per annum. The basis of determining Mr. Qiu said emolument is by reference to the market benchmark of emoluments for GEM newly listed companies.

Mr. Qiu did not hold any other directorship in any listed companies in Hong Kong or overseas in the past three years and did not hold any other positions with the Company or other members of the Group before. He does not have any relationships with any other directors, senior management or substantial or controlling shareholders (as defined under the GEM Listing Rules) of the Company. He does not have any interests in the shares, underlying shares or debentures of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

In relation to the re-election of Mr. Qiu as an executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under rule 17.50(2) and in particular, rule 17.50(2)(h) to (v), of the GEM Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders.

Mr. Sneddon, aged 60, was appointed as our independent non-executive Director on 3 April 2017. Mr. Sneddon is a Certified Public Accountant and member of the Certified Public Accountants of Alberta and holds a Bachelor of Commerce degree from the University of Alberta in Canada. Mr. Sneddon has over 25 years of experience majoring in internal and external audit field and 10 years of experience in compliance which was gained by working in prestige international banks and one of the big four accounting firms. Mr. Sneddon currently works as consultant in Ho Sneddon Chow Certified Public Accountants Ltd.

Mr. Sneddon has a service contract with the company with a term of two years commencing on 3 April 2017 and shall continue thereafter until terminated by no less than three months’ notice. His director’s emoluments is HK$120,000 per annum. The basis of deterring Mr. Sneddon said emolument is by reference to the market benchmark of emoluments for GEM newly listed companies.

• 10 -

LETTER FROM THE BOARD

In relation to the re-election of Mr. Sneddon as an independent non-executive Director, there is no information which is discloseable nor is/was she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under rule 17.50(2) and in particular, rule 17.50(2)(h) to (v), of the GEM Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders.

Ms. Wong, aged 40, was appointed as our independent non-executive Director on 30 March 2016. Ms. Wong joined China Baofeng (International) Limited (“China Baofeng”) (formerly named as Mastercraft International Holdings Limited) (a company listed on the Stock Exchange of Hong Kong, Stock Code: 3966) as financial controller and company secretary in February 2011, and became an executive director of China Baofeng in July 2015. China Baofeng has initiated to privatise on 17 June 2020 and has been delisted the Stock Exchange of Hong Kong at 7 September 2020. Ms. Wong resigned from the positions of executive director and company secretary of China Baofeng in February 2016, and is currently a financial controller of Mastercraft International Limited, a subsidiary of China Baofeng.

Ms. Wong has a service contract with the Company with a term of two years commencing from 30 March 2016 and shall continue thereafter until terminated by not less than three months’ written notice. Her director’s emolument is HK$120,000 per annum. The basis of determining Ms. Wong said emolument is by reference to the market benchmark of emoluments for GEM newly listed companies.

In relation to the re-election of Ms. Wong as an independent non-executive Director, there is no information which is discloseable nor is/was she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under rule 17.50(2) and in particular, rule 17.50(2)(h) to (v), of the GEM Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders.

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

Reference is made to the Announcement of the Company dated 1 November 2023. As disclosed in the Announcement, the Board proposes to amend the existing Memorandum and Articles of Association of the Company and to adopt the new Memorandum and Articles of Association of the Company incorporating such amendments.

On 1 January 2022, the GEM Listing Rules were amended by, among others, adopting a uniform set of 14 core standards for shareholder protections for issuers regardless of their place of incorporation set out in Appendix 3 to the GEM Listing Rules. The Board proposes to make certain amendments to the existing Memorandum and Articles of Association to (i) bring the Memorandum and Articles of Association in line with the amendments made to the applicable laws of the Cayman Islands and the GEM Listing Rules, in particular Appendix 3 to the GEM Listing Rules regarding the core shareholder protection standards which became effective on 1 January 2022; (ii) enable the Company to convene and hold electronic or hybrid general meetings of members and provide flexibility to the Company in relation to the conduct of general meetings; and (iii) make other consequential, tidy-up and to incorporate certain housekeeping changes where it is considered desirable.

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

• 11 -

LETTER FROM THE BOARD

The Board further proposes to adopt the new Memorandum and Articles of Association incorporating and consolidating the Proposed Amendments and all previous amendments to the Memorandum and Articles of Association, in substitution for, and to the exclusion of, the existing Memorandum and Articles of Association. The Proposed Amendments and the proposed adoption of new Memorandum and Articles of Association are subject to the approval of the Shareholders by way of special resolution at the Annual General Meeting.

In the event that any of the above matters is subject to any additional requirements under any applicable laws, regulations and rules (including under the GEM Listing Rules), the Company will comply with all such requirements.

The Company has been advised by its legal advisers as to the laws of Hong Kong and the legal adviser as to the laws of the Cayman Islands that the Proposed Amendments and proposed adoption of new Memorandum and Articles of Association are not inconsistent with the requirements of the GEM Listing Rules and do not violate the laws of the Cayman Islands respectively. The Company also confirms that there is nothing unusual about the Proposed Amendments and proposed adoption of new Memorandum and Articles of Association for a company listed on the Stock Exchange.

The Proposed Amendments are prepared in the English language and the Chinese language translation of the Proposed Amendments are for reference only. In the event of any inconsistencies between the English language version and the Chinese language version of the Proposed Amendments, the English language version shall prevail.

RECOMMENDATION

The Directors have presently no intention to issue new Shares for the Company. The Directors believe that an exercise of the general mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company.

The repurchase mandate 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 of Shares will benefit the Company and the Shareholders.

An exercise of the repurchase mandate in full could have a material adverse impact on the working capital and gearing position of the Company compared with that as at 30 June 2022, being the date of its latest audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

The Directors believe that the general mandate to issue Shares and the repurchase mandate are beneficial to the Company and the Shareholders as a whole and accordingly recommend that all Shareholders should vote in favour of ordinary resolutions no. 4(A), 4(B) and 4(C) to be proposed at the Annual General Meeting.

• 12 -

LETTER FROM THE BOARD

The ordinary resolutions in relation to the re-election of directors is proposed for purpose of complying with the Articles. Accordingly, the Directors recommend Shareholders to vote in favor of the ordinary resolutions.

The Directors are of the opinion that the Proposed Amendments to the existing Memorandum and Articles of Association and the adoption of the new Memorandum and Articles of Association referred to this circular is in the best interests of the Company and the Shareholders as a whole, and recommend the Shareholders to vote in favour of the relevant special resolution at the Annual General Meeting.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Thursday, 23 November 2023 to Tuesday, 28 November 2023, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, for registration no later than 4:00 p.m. on Wednesday, 22 November 2023.

DOCUMENT AVAILABLE FOR INSPECTION

Copies of the memorandum of the Company and the Articles will be available for inspection at the head office and principal place of business in Hong Kong of the Company at Unit D, 3/F., Freder Centre, 3 Mok Cheong Street, Tokwawan, Kowloon, Hong Kong during normal business hours on any business day from the date hereof up to and including the date of the Annual General Meeting.

GENERAL INFORMATION

All the resolutions proposed to be approved at the Annual General Meeting will be taken by poll and an announcement will be made by the Company after the Annual General Meeting.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the Annual General Meeting.

• 13 -

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

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

Yours faithfully, For and on behalf of the Board Super Strong Holdings Limited Ko Chun Hay Kelvin Chief Executive Officer

• 14 -

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

THE MAJOR PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION ARE SET OUT BELOW:

• (A) PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM OF ASSOCIATION OF THE COMPANY

Clause No.

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

1. Except as prohibited or limited by the Companies ~~Law (2013 RevisionA~~ ct (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.

2. 15 -

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

1. The share capital of the Company is HK$20,000,000 divided into 2,000,000,000 shares of a nominal or par value of HK$0.01 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 RevisionA~~ ct (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.

2. 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.

3. Capitalised terms that are not defined in this Second Amended and Restated Memorandum of Association bear the respective meanings given to them in the Second Amended and Restated Articles of Association of the Company.

4. 16 -

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

(B) PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY

Article No.

Proposed amendments

(showing changes to the existing Articles of Association)

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

• 2.2 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 have the meaning given to it in the Listing Rules. “Auditors” shall mean the persons appointed by the Company from time to time to perform the duties of auditors of the Company. “black rainstorm warning” shall have the meaning given to it in the Interpretation and General Clauses Ordinance (Cap. 1 of the Laws of Hong Kong). “Board” shall mean the majority of the Directors present and voting at a meeting of Directors at which a quorum is present. “business day” 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 doubtN~~ otwithstanding the foregoing, 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 signalg~~ ale warning, black rainstorm warning or other similar event, such day shall for the purpose of any notice sent under these Articles be counted as a business day.

• 17 -

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

“capital” “Chairman” “Communications Facilities” “close associate” “Companies~~Law~~ ~~A~~ct ” “Companies Ordinance” “Company” “Company’s Website”	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 have the meaning given to it in the Listing Rules. shall mean the Companies~~Law (2013 Revision~~ ~~A~~ct (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. 622 of the Laws of Hong Kong) as in force from time to time. shall mean Super Strong Holdings Limited宏強控股 有限公司. shall mean the website of the Company, the address or domain name of which has been notified to members.

“Corporate Communications” shall have the meaning given to it in the Listing Rules. “Director” shall mean any director from time to time of the Company. “dividend” shall include bonus dividends and distributions permitted by the Companies ~~LawA~~ ct to be categorised as dividends. “electronic” shall have the meaning given to it in the Electronic Transactions ~~LawA~~ ct.

• 18 -

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

• “ ~~electronic meansE~~ lectronic shall include sending or otherwise making the Means” communication available to the intended recipients ~~of the communication~~ in electronic format.

• “Electronic Signature” 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.

• “Electronic Transactions shall mean the Electronic Transactions ~~Law (2003~~ ~~LawA~~ ct” ~~RevisionA~~ ct (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.

• “Exchange” shall mean the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited.

• “ ~~HK Code on Takeovers and~~ shall ~~mean the Code on Takeovers and Mergers issued~~ ~~Mergers~~ gale warning” ~~by the Securities and Futures Commission~~ have the meaning given to it in the Interpretation and General Clauses Ordinance (Cap. 1 of the Laws of Hong Kong ~~as amended from time to time)~~ .

• “holding company” shall have the meaning attributed to such term in the Companies Ordinance.

“Listing Rules” shall mean the Rules Governing the Listing of Securities on the Exchange as amended from time to time. “members” 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. “Memorandum” shall mean the memorandum of association of the Company. “month” shall mean a calendar month.

• 19 -

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

“ordinary resolution”

“Person”

“Present”

shall mean a resolution passed by a simple majority of the votes of such members 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 13.10.

• 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

• (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 Communications Facilities.

“principal register”

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.

• “published in the newspapers” 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.

• “published on the Exchange’s shall mean published in English and Chinese on the website” Exchange’s website in accordance with the Listing Rules.

• 20 -

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

“recognised clearing house” 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. “register” shall mean the principal register and any branch registers. “rights issue” 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. “seal” shall include the common seal of the Company, the securities seal or any duplicate seal adopted by the Company pursuant to Article 22.2. “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 Companies ~~LawA~~ ct and shall include a unanimous written resolution of all members: for this purpose, the requisite majority shall be not less than three-fourths of the votes of such members 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, and includes a special resolution passed pursuant to Article 13.10.

“subsidiary”

“transfer office”

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.

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

• 21 -

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

“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 Communications Facilities.

• 2.3 Subject as aforesaid, any words defined in the Companies ~~LawA~~ ct shall, if not inconsistent with the subject and/or context, bear the same meanings in these Articles.

• 2.6 Sections 8 and 19(3) of the Electronic Transactions ~~LawA~~ ct shall not apply.

• 3 Share Capital and Modification of Rights

• 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 restrictions, whether in regard to dividend, voting, return of capital or otherwise, and to such persons at such times and for such consideration as the Board may determine. Subject to the Companies ~~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.

• 3.4 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 Companies ~~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 voting rights~~ 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 o~~ f the voting rights of the issued shares of that class.

• 22 -

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

• 3.6 Where the share capital of the Company include shares which do not carry voting rights, the words “non-voting“ shall appear in the designation of such shares. Where the share capital of the Company includes shares with different voting rights, the words “restricted voting“ or “limited voting“ shall appear in the designation of each class of shares other than the class of shares with the most favourable voting rights.

• ~~3.63~~ .7 Subject to the Companies ~~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 shall have the power to purchase or otherwise acquire any of its own shares (which expression as used in this Article includes redeemable shares) provided that the manner of purchase has first been authorised by a resolution of the members, and to purchase or otherwise acquire warrants for the subscription or purchase of its own shares, and shares and 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.

• ~~3.73~~ .8 The Board may accept the surrender for no consideration of any fully paid share.

• ~~3.83~~ .9 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 time being issued shall have been fully paid up, by ordinary resolution, increase its share 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.

• ~~3.93~~ .10 Subject to the provisions of the Companies ~~LawA~~ ct and the Memorandum, and to any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holders are, liable to be redeemed on such terms and in such manner, including out of capital, as determined by a special resolution.

• 23 -

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

• ~~3.103~~ .11 Where the Company purchases or redeems any of its shares, purchases or redemption not made through the market or by tender shall be limited to a maximum price, and if purchases are by tender, tenders shall be available to all members alike.

• ~~3.113~~ .12 The purchase or redemption of any share shall not be deemed to give rise to the purchase or redemption of any other share.

• ~~3.12~~ 3.13 The holder of the shares being purchased, surrendered or redeemed shall be bound to deliver up to the Company at its principal place of business in Hong Kong or such other place as 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.

• ~~3.133~~ .14 Subject to the provisions of the Companies ~~LawA~~ ct, the Memorandum and these Articles relating to new shares, the unissued shares in the Company (whether 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.

• ~~3.143~~ .15 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 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 Companies ~~LawA~~ ct shall be observed and complied with, and in each case the commission shall not exceed 10% of the price at which the shares are issued.

• ~~3.153~~ .16 Except as otherwise expressly provided by these Articles or as required by law or as ordered by a court of competent jurisdiction, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled 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 deems fit a principal register of the members and there shall be entered therein the particulars of the members and the shares issued to each of them and other particulars required under the Companies ~~LawA~~ ct.

• 24 -

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

• 4.4 Notwithstanding anything contained in this Article 4, 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 Companies ~~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.

• 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 i~~ nspection ~~ofb~~ y any member without charge.

• 4.8 The register may, on 10 business 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 meansE~~ lectronic 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.

• 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 Companies ~~LawA~~ ct 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 lodgement 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

• 25 -

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

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.

6 Calls on Shares

• 6.5 In addition to the giving of notice in accordance with Article 6.3, notice of the person appointed to receive payment of every call and of the times and places appointed for payment may be given to the members affected by notice 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~~ Electronic Means as herein provided or by advertisement published in the newspapers.

• 6.10 No member shall be entitled to receive any dividend or bonus or to be ~~presentP~~ resent 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.

7 Transfer of Shares

• 7.9 The registration of transfers may, on 10 business 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 meansE~~ lectronic 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 andg~~ ale warning or black rainstorm warning) that render the giving of such publication of advertisement impossible, the Company shall comply with these requirements as soon as practicable.

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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 expedient and in particular (but without prejudice to the generality of the foregoing) may as between the holders of shares to be consolidated determine which particular shares are to be consolidated into each consolidated share, and if it shall happen that any person shall become entitled to fractions of a consolidated share or shares, such fractions may be sold by some person appointed by the Board for that purpose and the 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) 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 Companies ~~LawA~~ ct; and

• (c) 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 Companies ~~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.

• 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 Companies ~~LawA~~ ct.

11 Borrowing Powers

• 11.5 The Board shall cause a proper register to be kept, in accordance with the provisions of the Companies ~~LawA~~ ct, of all mortgages and charges specifically affecting the property of the Company and shall duly comply with the requirements of the Companies ~~LawA~~ ct in regard to the registration of mortgages and charges therein specified and otherwise.

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12 General Meetings

• 12.1 The Company shall hold a general meeting as its annual general meeting ~~inf~~ or each financial year ~~other than the year of the Company’s adoption of these Articles, within a period of not more than 15 months after the holding of the last preceding annual general meeting or not more than 18 months after the date of adoption of these Articles (or such longer period as,~~ which shall be held within six months (or such other period as may be permitted by the Listing Rules or the Exchange ~~may authorise~~ ) after the end of such financial year. The annual general meeting shall be specified as such in the notices calling it and shall be held at such time and place (if applicable) as the Board shall appoint.

• 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 ~~twoo~~ ne or more members 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 and the resolutions to be added to the agenda of the meeting and signed by the requisitionists, provided that such requisitionists held as at the date of deposit of the requisition not less than ~~one tenth of the paid up~~ 10% of the voting rights, on a one vote per share basis, in the share capital of the Company which carries the right of voting at general meetings of the Company. General meetings may also be convened on the written requisition of any one member 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 the resolutions to be added to the meeting agenda 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 up1~~ 0% of the voting rights, on a one vote per share basis, in the share capital of the Company which carries the right of voting 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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• 12.3A (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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• (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 12.3A(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.

• 12.4 An annual general meeting shall be called by not less than 21 days’ notice in writing and any extraordinary general meeting shall be called by not less than 14 days’ notice in writing. Subject to the requirement under the Listing Rules, the notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the time, place (if applicable), and agenda of the meeting, particulars of the resolutions and the general nature of the business to be considered at the meeting. 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.

• 12.9 If, after the notice of a general meeting has been sent but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Board, in its absolute discretion, considers that it is impractical or unreasonable for any reason to hold a general meeting on the date or at the time and place (if applicable) specified in the notice calling such meeting, it may change or postpone the meeting to another date, time and place (if applicable) in accordance with Article12.11.

• 12.10 The Board shall also have the power to provide in every notice calling a general meeting that in the event of a gale warning or a black rainstorm warning (or the equivalent in the location of the relevant meeting) is in force at any time on the day of the general meeting (unless such warning has been cancelled at least a minimum period of time prior to the general meeting as the Board may specify in the relevant notice), the meeting shall be postponed without further notice to be reconvened on a later date in accordance with Article 12.11. Where a general meeting is so postponed in accordance with this Article, the Company shall endeavour to cause a notice of such postponement to be placed on the Company’s Website and published on the Exchange’s website as soon as practicable (provided that failure to place or publish such notice shall not affect the automatic postponement of such meeting).

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12.11 Where a general meeting is postponed in accordance with Article 12.9 or Article12.10:

• (a) the Board shall fix the date, time and place (if applicable) for the reconvened meeting and at least seven clear days’ notice shall be given for the reconvened meeting by one of the means specified in Article 30.1; and such notice shall specify the date, time and place (if applicable) at which the postponed meeting will be reconvened, and the date and time by which proxies shall be submitted in order to be valid at such reconvened meeting (provided that any proxy submitted for the original meeting shall continue to be valid for the reconvened meeting unless revoked or replaced by a new proxy); and

• (b) notice of the business to be transacted at the reconvened meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the reconvened meeting is the same as that set out in the notice of the original meeting circulated to the members of the Company.

13 Proceedings at General Meetings

• 13.1 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 proxy~~ Present 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.

• 13.2 If within 15 minutes from the time appointed for the meeting a quorum is not ~~present~~ Present, the meeting, if convened upon the requisition of members, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and place (if applicable) as shall be decided by the Board, and if at such adjourned meeting a quorum is not ~~presentP~~ resent within 15 minutes from the time appointed for holding the 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.

• 13.3 The chairman of the board of Directors shall take the chair at every general meeting, or, if there be no such chairman or, if at any general meeting such chairman shall not be ~~presentP~~ resent within 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 ~~presentP~~ resent (whether in person or represented by proxy or duly authorised representative) shall choose one of their own number to be Chairman.

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• 13.3A 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.

• 13.4 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/or 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.

• 13.6 A poll shall (subject as provided in Article 13.7) be taken in such manner (including the use of ballot or voting papers or tickets or Communications 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.

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14 Votes of Members

• 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, (a) every member Present shall have the right to speak, (b) where 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)P~~ resent in such manner shall have one vote, and (c) on a poll every member ~~present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy~~ Present 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.

• 14.4 Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be ~~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.

• 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.

• 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

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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.

• 14.14 Any corporation which is a member may, by resolution of its directors or other governing body or by power of attorney, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of members of any class of shares and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member and where a corporation is so represented, it shall be treated as being ~~presentP~~ resent at any meeting in person.

• 14.15 If a recognised clearing house (or its nominee(s)) is a member it may appoint or authorise such person or persons as it thinks fit to act as its proxy(ies) or representative(s) at any general meeting of the Company or at any general meeting of any class of members provided that, if more than one person is so appointed or authorised, the appointment or authorisation shall specify the number and class of shares in respect of which each such person is so authorised. The person so appointed or authorised will be deemed to have been duly appointed or 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 appointed or 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 holding the number and class of shares specified in such authorisation, including, without limitation, the right to speak and vote individually, and 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.

16 Board of Directors

• 16.2 The Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the ~~next followingf~~ irst annual general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting.

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• 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 Companies ~~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 general meeting of the Company and shall then be eligible for re-election.~~

• 16.5 The Company shall keep at its office a register of directors and officers containing their names and addresses and any other particulars required by the Companies ~~LawA~~ ct and shall send to the Registrar of Companies of the Cayman Islands a copy of such register and 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 Companies ~~LawA~~ ct.

• 16.6 The Company may by ordinary resolution at any time remove any Director (including a Managing Director or other executive Director) before the expiration of his ~~periodt~~ erm of office, notwithstanding anything in these Articles or in any agreement between the Company and such Director and may by ordinary resolution elect another person in his stead. Any person so elected shall hold office during such time only as the Director in whose place he is elected would have held the same if he had not been removed. Nothing in this Article should be taken as depriving a Director removed under any provision of this Article of 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.

• 16.19 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 ~~appointedr~~ equired to stand for re-election pursuant to Article 16.2 ~~or Article 16.3 s~~ hall not be taken into account in determining the number of Directors and 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.

• ~~16.191~~ 6.20No Director or proposed Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company with any person, company or partnership of or in which any Director shall be a member or otherwise interested be capable on that account of being avoided, nor shall any Director so contracting or being any member or so interested be liable to account to the Company for any profit so realised by any such contract or arrangement by reason only of such Director holding

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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.

• ~~16.201~~ 6.21 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.

• ~~16.211~~ 6.22 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.

• ~~16.221~~ 6.23 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 close associates (or, if required by the Listing Rules, his other 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 close 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

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  - (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 close 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 close 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 close associates may benefit; or

  • (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 close associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or any of his close 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 close 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.

• ~~16.231~~ 6.24 Where proposals are under consideration concerning the appointment (including fixing or varying the terms of or terminating the appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals shall be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not prohibited from voting under Article ~~16.221~~ 6.23) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

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• ~~16.241~~ 6.25 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, arrangement or transaction or as to the entitlement of any Director to vote or form part of a quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the Chairman of the meeting (or, where such 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.

18 Management

• 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 Companies ~~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 Companies ~~LawA~~ ct and 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.

• 18.3 Except as would be permitted by the Companies Ordinance if the Company were a company incorporated in Hong Kong, 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 close associates or a director of any holding company of the Company or a body corporate controlled by such a director or Director;

• (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 a body corporate controlled by such a director or 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.

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20 Proceedings of Directors

• 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 ori~~ n such other manner as the Board may from time to time determine.

• 20.3 Subject to Articles ~~16.19~~ 16.20 to ~~16.241~~ 6.25, questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of an equality of votes the Chairman shall have a second or casting vote.

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

22 General Management and Use of the Seal

• 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 or imprinted on 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 or on which the seal is imprinted as aforesaid shall, as regards all persons dealing in good faith with the Company, be deemed to have been affixed to or imprinted on that instrument with the authority of the Directors previously given.

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23 Capitalisation of Reserves

• 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 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 Companies ~~LawA~~ ct.

24 Dividends and Reserves

• 24.1 Subject to the Companies ~~LawA~~ ct and these Articles, the Company in general meeting may declare dividends in any currency but no dividends shall exceed the amount recommended by the Board.

• 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.

• 24.19 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

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

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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 Companies ~~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.

25 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;

• (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 meansE~~ lectronic 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.

27 Annual Returns and Filings

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

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28 Accounts

• 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 Companies ~~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 Companies ~~LawA~~ ct, at such other place or places as the Board thinks fit and shall always be open to ~~the i~~ nspection ~~of b~~ y 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 i~~ nspection ~~of b~~ y 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 Companies ~~LawA~~ ct or any other relevant law or regulation or as authorised by the Board or by the Company in general meeting.

• 28.6 To the extent permitted by and subject to due compliance with these Articles, the Companies ~~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 Companies ~~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 Companies ~~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.

29 Audit

• 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.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

• 29.2 The Company shall at ~~everyt~~ he annual general meeting or 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 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 g~~ eneral meeting at which they are appointed by ordinary resolution, provided that in respect of in 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 so appointed 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.

30 Notices

• 30.1 Except as otherwise provided in these Articles, any notice or document, including any Corporate Communication may be served by the Company and any notices may be served by the Board on any member ~~either personally or by~~ in any of the following manner to the extent permitted by, and in compliance with the Listing Rules:

• (a) personally by leaving it at the registered address of such member as appearing in the register;

• (b) 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 (~~ which shall be sent by airmail where the notice or document is posted from one country to another);

• (c) by ~~the Listing Rules and all applicable laws and regulations, by electronic means~~ 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;~~

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

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• (d) by placing it on the Company’s Website and the Exchange’s website; or

• (e) (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.

• 30.4 A member shall be entitled to have notice served on him at any address within Hong Kong. Any member who has not given an express positive confirmation in writing to the Company 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~~ 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 displayed, provided that, without prejudice to the other provisions of these Articles, nothing 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.

30.5 Any notice or document, including any Corporate Communication:

• (a) 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;

• (b) sent by post shall be deemed to have been served on the day following that on which it is put into a post office situated within Hong Kong and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly prepaid, addressed and put into such post 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.;

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

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• ~~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.~~

• (c) 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, and it shall not be necessary for the receipt of the electronic transmission to be acknowledged by the recipient;

• (d) served by being placed on the Company’s Website and the Exchange’s website shall be deemed to be served at such time as may be prescribed by the Listing Rules; and

• (e) ~~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.~~

• ~~30.9~~ 30.6 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.

• ~~30.103~~ 0.7 Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which prior to his name and address being entered on the register shall have been duly given to the person from whom he derives his title to such share.

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APPENDIX

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

• ~~30.113~~ 0.8 Any notice or document delivered or sent to any member in pursuance of these Articles, shall notwithstanding that such member be then deceased and whether or not the Company has 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.

• 3 ~~0.123~~ 0.9 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.

32 Winding Up

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

• ~~32.13~~ 2.2 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 Companies ~~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 Companies ~~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.

• ~~32.23~~ 2.3 If the Company shall be wound up, and the assets available for distribution amongst the members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, 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. 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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APPENDIX

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

• ~~32.33~~ 2.4 In the event of a winding-up of the Company in Hong Kong, every member 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

• 33.2 Subject to the Companies ~~Law~~ Act, 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

~~The financial year of the Company shall be prescribed by the Board and may, from time to time, be changed by it. U~~ nless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

35 Amendment of Memorandum and Articles

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

36 Transfer by Way of Continuation

The Company shall, subject to the provisions of the Companies ~~LawA~~ ct 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.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

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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.

• 48 -

NOTICE OF ANNUAL GENERAL MEETING

Super Strong Holdings Limited 宏強控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8262)

NOTICE IS HEREBY GIVEN that the 2023 Annual General Meeting of the shareholders of Super Strong Holdings Limited (the “ Company ”) will be held at the conference room of Unit D, 3/F., Freder Centre, 3 Mok Cheong Street, Tokwawan, Kowloon, Hong Kong on Tuesday, 28 November 2023 at 9:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors (the “ Directors ”) and of the auditors of the Company for the year ended 30 June 2023;

2. (a) To re-elect Mr. Qiu Haiquan as an executive Director;

3. (b) To re-elect Mr. Donald William Sneddon as an independent non-executive Director;

4. (c) To re-elect Ms. Wong Shuk Fong as an independent non-executive Director;

5. (d) To authorise the board of Directors (the “ Board ”) to fix the remuneration of the Directors;

6. To re-appoint the Company’s auditors and to authorise the Board to fix their remuneration;

7. As special business, to consider and, if thought fit, pass, with or without amendments, the following resolutions as ordinary resolutions:

8. (A) “ THAT :

   • (a) subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with any unissued Share(s) of HK$0.01 each (the “ Share ”) of the Company and to make or grant offers, agreements and options (including warrants) which might require the exercise of such power be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants) which might require the exercise of such power after the end of the Relevant Period;

9. 49 -

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate number of Shares to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and to be issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), or (ii) an issue of shares upon the exercise of the subscription rights attaching to any warrants which may be issued by the Company from time to time, or (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees (including executive Directors) of the Company and/or any of its subsidiaries of shares or rights to acquire shares in the capital of the Company, or (iv) any scrip dividend scheme or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company, shall not be the aggregate of (aa) 20% of the aggregate number of Shares of the Company in issue on the date of passing this Resolution and (bb) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of Shares of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10%. of the aggregate number of Shares of the Company in issue on the date of the passing of this Resolution); and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution, “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

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

• (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 the Companies Act of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; or

• (iii) the passing of an ordinary resolution by the shareholders of the Company (the “ Shareholders ”) in general meeting revoking or varying the authority given to the Directors by this Resolution; and

“ Rights Issue ” means an offer of shares or issue of options to subscribe for shares of the Company open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion 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 in any territory applicable to the Company).”

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NOTICE OF ANNUAL GENERAL MEETING

• (B) “ THAT :

• (a) subject to paragraph (b) and (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to purchase securities of the Company on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on GEM of the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares of the Company to be repurchased by the Company pursuant to paragraph (a) of this Resolution during the Relevant Period shall not exceed 10% of the aggregate number of the Shares in issue of the Company as at the date of passing this resolution, and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purposes of this resolution, “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

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

  • (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 the Companies Act of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; or

  • (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by this Resolution.”

• (C) “ THAT conditional upon resolutions no. 4(A) and 4(B) above being passed, the general mandate granted to the Directors and for the time being in force to exercise the powers of the Company to allot, issue and deal with unissued shares pursuant to resolution no. 4(A) as set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate number of the Shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate number of the Shares of the Company repurchased by the Company under the authority granted pursuant to resolution no. 4(B) as set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the aggregate number of Shares in issue of the Company as at the date of passing this resolution.”

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NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

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

“ THAT :

• (a) the proposed amendments (the “ Proposed Amendments ”) to the existing amended and restated memorandum and articles of association of the Company, the details of which are set out in appendix to the circular of the Company dated 3 November 2023 be and are hereby approved;

• (b) the second amended and restated memorandum and articles of association of the Company (incorporating the Proposed Amendments) (a copy of which having been produced before this meeting and signed by the chairman of this meeting for the purpose of identification) be and are hereby approved and adopted as the memorandum and articles of association of the Company in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company with immediate effect after the close of the meeting; and

• (c) any director, registered office provider or company secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and implement the adoption of the second amended and restated Memorandum and Articles of Association, including without limitation, attending to the necessary filings with the Registrar of Companies, in accordance with the relevant requirements of the applicable laws, rules and regulations in the Cayman Islands and Hong Kong.”

By Order of the Board of Directors Super Strong Holdings Limited Ko Chun Hay Kelvin Chief Executive Officer

Hong Kong, 3 November 2023

Notes:

1. A member is entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one or more proxies to attend and subject to the provisions of the articles of association of the Company, to vote on his/her behalf. A proxy need not be a member of the Company.

1. To be valid, the instrument appointing a proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof.

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NOTICE OF ANNUAL GENERAL MEETING

1. The register of members of the Company will be closed from Thursday, 23 November 2023 to Tuesday, 28 November 2023, both days inclusive, during which period no transfer of shares will be effected for determining the shareholders who are entitled to attend and vote at the meeting. In order to be eligible to attend and vote at the Annual General Meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Union Registrars Limited, Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not later than 4:00 p.m. on Wednesday, 22 November 2023.

2. An explanatory statement regarding resolutions no. 4(A), 4(B) and 4(C) above containing the information necessary to enable shareholders to make an informed decision as to whether to vote for or against the resolutions set out in the circular.

3. Under the Company’s articles of association, Mr. Qiu Haiquan, Mr. Donald William Sneddon and Ms. Wong Shuk Fong will retire from their office of Directors upon conclusion of the annual general meeting. The said Directors being eligible offer themselves for re-election at the Annual General Meeting.

4. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning or “extreme conditions after super typhoons” announced by the Hong Kong Government is/are in effect any time after 6:00 a.m. on Tuesday, 28 November 2023 of the annual general meeting, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.wmcl.com.hk and on the “Latest Company Announcement” page of the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.

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