This document is important and requires your immediate attention

If you are in any doubt about this document, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

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

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

SWIRE PROPERTIES LIMITED
太古地產有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 01972)

NOTICE OF ANNUAL GENERAL MEETING
AND
PROPOSALS FOR
GENERAL MANDATES TO
BUY BACK SHARES AND ISSUE SHARES, AND
ADOPTION OF NEW ARTICLES OF ASSOCIATION

SWIRE PROPERTIES

A Chinese translation of this circular is available upon request from the Company's share registrars.
本通函的中文譯本於本公司之股份登記處備索。

Executive Directors:

BRADLEY, Guy Martin Coutts, JP (Chairman)
BLACKBURN, Timothy Joseph (Chief Executive)
LUNG, Ngan Yee Fanny (Chief Financial Officer)
MA, Suk Ching Mabelle

Non-Executive Directors:

FENWICK, Nicholas Adam Hodnett
LIM, Siang Keat Raymond
MURRAY, Martin James, OBE
SELL, Richard Lawrence
SWIRE, Merlin Bingham

Independent Non-Executive Directors:

CHOI, Tak Kwan Thomas
FUNG, Spencer Theodore
WU, May Yihong
YAN, Yan
ZHU, Changlai Angela

Registered Office:

31st Floor
One Pacific Place
88 Queensway
Hong Kong

SWIRE PROPERTIES LIMITED
太古地產有限公司
(Incorporated in Hong Kong with limited liability)
9th April 2026

To the shareholders

Dear Sir or Madam,

NOTICE OF ANNUAL GENERAL MEETING

Notice of the annual general meeting ("AGM") for 2026 is set out on pages AGM-1 to AGM-3 of this circular. Whether or not you intend to be present at the AGM, you are requested to complete the enclosed form of proxy and return it to the Company's share registrars in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the AGM. In calculating the period mentioned for depositing the form of proxy, no account is to be taken of any part of a day that is a public holiday.
Completion and return of the form of proxy will not preclude you from attending in person and voting at the AGM and, in such event, the appointment of the proxy will be deemed to be revoked.

GENERAL MANDATES

At the AGM of the Company held on 13th May 2025, ordinary resolutions were passed giving general mandates to Directors (i) to make on-market share buy-backs (within the meaning of the Code on Share Buy-backs) of up to 10 per cent of the number of shares of the Company in issue at 13th May 2025; and (ii) to allot, issue and otherwise deal with additional shares equal to 20 per cent of the number of shares of the Company in issue at 13th May 2025 provided that the aggregate number of the shares which may be allotted wholly for cash shall not exceed 5 per cent of the number of shares in issue at 13th May 2025.
Under the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) ("Companies Ordinance") and the Rules Governing the Listing of Securities on the Stock Exchange ("Listing Rules"), these general mandates shall lapse at the conclusion of the AGM for 2026, unless renewed at that meeting. Resolutions (please refer to Resolutions 3 and 4 in this Notice of Meeting) will be proposed to renew the mandates for on-market share buy-backs and issues of additional shares. The Explanatory Statement required by the Listing Rules to be sent to shareholders in connection with the proposed buy-back resolution is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

In relation to Resolution 1 in this Notice of Meeting, Thomas Choi, Raymond Lim and May Wu, who will retire at the forthcoming AGM, will offer themselves for re-election in accordance with Article 93 of the Company's Articles of Association.
On 9th March 2026, the Nomination Committee, having reviewed the Board's composition and after taking into account the requirement that all Directors are subject to election or re-election (as the case may be) in accordance with the Company's Articles of Association, nominated Thomas Choi, Raymond Lim and May Wu for recommendation to shareholders for re-election at the AGM for 2026. The nominations were made in accordance with objective criteria (including gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, length of service, number of directorships of listed companies and the legitimate interests of the Company's principal shareholders), with due regard for the benefits of diversity, as set out in the Board Diversity Policy of the Company.

Thomas Choi and May Wu are Independent Non-Executive Directors and have fulfilled all the factors for assessing independence set out in Rule 3.13 of the Listing Rules. The Nomination Committee is satisfied with the independence of Thomas Choi and May Wu having regard to the criteria set out in the Listing Rules. None of them holds cross-directorships or has significant links with other Directors through involvements in other companies or bodies.
If re-elected at the AGM for 2026, May Wu will have served as an Independent Non-Executive Director for more than nine years as from 15th May 2026. The Directors are of the opinion that she remains independent, notwithstanding her length of tenure. May Wu continues to demonstrate the attributes of an Independent Non-Executive Director noted above and there is no evidence that her tenure has had any impact on her independence. The Board believes that her detailed knowledge of the Company's business and her external experience continue to be of significant benefit to the Company, and that she maintains an independent view of its affairs.
The Board, having considered the recommendation of the Nomination Committee and took into account the respective contributions of Thomas Choi, Raymond Lim and May Wu to the Board and their firm commitment to their roles, recommended all of them to stand for re-election at the forthcoming AGM.
Separate resolutions will be proposed for the re-election of these Directors. Their particulars and interests in the shares of the Company are provided in the "Directors and Officers" and the "Directors' Report" sections of the Company's Annual Report 2025 which accompanies this circular. Other than as disclosed in the Company's Annual Report 2025, they are not related to any Director, member of the senior management or substantial shareholder of the Company.
Each of the persons proposed for re-election as Directors has entered into a letter of appointment, which constitutes a service contract, with the Company. In accordance with the Company's Articles of Association, they will retire at the third AGM after re-election and will be eligible for re-election.
Thomas Choi and May Wu, Independent Non-Executive Directors, and Raymond Lim, a Non-Executive Director, are entitled to the director's fee determined by the Board.
The Company's remuneration policy and the fees paid to Directors are set out in the "Corporate Governance" section of the Company's Annual Report 2025 and particulars of all the Directors' remuneration are given in note 9 to the Financial Statements.
Save for the information set out in paragraphs 5 to 13 above, there is no information to be disclosed pursuant to any of the requirements of paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of shareholders in respect of the persons proposed for re-election as Directors at the AGM.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board proposes to adopt a new set of Articles of Association ("New Articles") to incorporate amendments to the existing Articles of Association of the Company ("Existing Articles") for the purposes of (i) enabling the Company to conduct general meetings in hybrid or fully virtual format and to manage other corporate affairs more efficiently, consistent with prevailing market practice; (ii) reflecting recently announced Listing Rules amendments in relation to the further expansion of the paperless listing regime; and (iii) generally updating the Existing Articles to align with the Companies Ordinance, including the recent adoption of the treasury share regime for Hong Kong incorporated listed companies and the facilitation of the paperless corporate communications.
A special resolution (please refer to Resolution 5 in this Notice of Meeting) will be proposed to approve and adopt the New Articles. This resolution will require approval of not less than 75% of the total voting rights of all shareholders who vote on the resolution to pass.
An Explanatory Statement summarising the proposed amendments to the Existing Articles is set out in Appendix II to this circular. The full text of the New Articles (marked up against the Existing Articles) is set out in Appendix III to this circular.
The legal advisers to the Company have confirmed that the New Articles comply with the requirements of the Listing Rules and the laws of Hong Kong.
A Chinese translation of the New Articles has been prepared for reference only. In case there is any inconsistency between the English version and the Chinese version, the English version shall prevail. A copy of the New Articles will be available for inspection at the Company's registered office from the date of this circular up to and including 12th May 2026.
Your Directors believe that the proposals described in this document are in the interests of the Company and its shareholders and accordingly recommend that you vote in favour of all of the resolutions to be proposed at the AGM.

Yours faithfully,

Guy Bradley
Chairman

SWIRE PROPERTIES LIMITED
太古地產有限公司

APPENDIX I

The following is the Explanatory Statement required to be sent to shareholders under the Listing Rules in connection with the proposed general mandate for buy-backs of shares ("Buy-back Mandate") and also constitutes the Memorandum required under section 239 of the Companies Ordinance.

It is proposed that up to 10 per cent of the Company's shares in issue (for which treasury shares shall be excluded from the calculation of the total number of shares in issue) at the date of the passing of the resolution to approve the general mandate may be bought back. As at 20th March 2026, the latest practicable date for determining such figure ("Latest Practicable Date"), the number of shares in issue was 5,757,484,800. On the basis of this figure (and assuming no shares are issued, bought back or cancelled after the Latest Practicable Date and up to the date of passing such resolution) the Directors would be authorised to buy back up to 575,748,480 shares.
The Directors believe that the ability to buy back shares is in the interests of the Company and its shareholders.

Buy-backs may, depending on the circumstances, result in an increase in net assets and/or earnings per share. The Directors are seeking the grant of a general mandate to buy back shares to give the Company the flexibility to do so if and when appropriate. The number of shares to be bought back on any occasion and the price and other terms upon which the same are bought back will be decided by the Directors at the relevant time having regard to the circumstances then prevailing. The Company may cancel any shares to be bought back under the Buy-back Mandate or hold them as treasury shares, subject to market conditions and the capital management needs of the Company at the relevant time of such buy-back.

It is envisaged that the funds required for any buy-back would be derived from the distributable profits of the Company.
There could be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its published audited financial statements for the year ended 31st December 2025) in the event that the proposed share buy-backs were to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the general mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
There are no Directors or (to the best of the knowledge of the Directors, having made all reasonable enquiries) any close associates (as defined in the Listing Rules) of Directors who have a present intention, in the event that the general mandate is granted by shareholders, to sell shares to the Company.
The Directors will exercise the power of the Company to buy back its own shares pursuant to the general mandate in accordance with the Listing Rules and the laws of Hong Kong.

I-1

If as the result of a buy-back of shares a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Hong Kong Code on Takeovers and Mergers ("Takeovers Code"). As a result, a shareholder, or group of shareholders acting in concert could, depending on the level of increase of shareholders' interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
Listing Rule 13.32B requires that at least 25% of an issuer's total number of issued shares, or any lower minimum percentage of public float prescribed at the time of listing under Listing Rule 8.08(1), must at all times be held by the public. The Company has been granted by the Stock Exchange a waiver from strict compliance with Listing Rule 8.08(1) so as to allow a lower public float percentage of 10% (or such higher percentage as may have been held by the public upon completion of the spin-off of the Company). Immediately upon completion of the spin-off of the Company by way of a separate listing of the shares of the Company on the Main Board of the Stock Exchange on 18th January 2012, the public float percentage was approximately 10.28%; the minimum percentage of public float applicable to the Company is therefore 10.28% as prescribed under the waiver.

The Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any buy-backs pursuant to the general buy-back mandate. In the event of full exercise of the buy-back mandate and the maintenance by Swire Pacific Limited of its present direct shareholding (amounting to approximately 83.31% of the total number of issued shares of the Company at the Latest Practicable Date), the present interest in 4,796,765,835 shares of the Company held by Swire Pacific Limited would exceed 89.72% and the percentage of the Company's total number of issued shares held by the public would fall below 10.28%. However, the Directors have no current intention to exercise the buy-back mandate to such an extent as would give rise to this situation. In addition, in exercising the buy-back mandate (whether in full or otherwise), the Directors will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of public float.

No buy-backs of shares have been made by the Company in the six months immediately prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).
No core connected persons (as defined in the Listing Rules) of the Company have notified it of a present intention to sell shares of the Company to the Company and no such persons have undertaken not to sell any such shares to the Company in the event that the general mandate is granted by shareholders.

I-2

The highest and lowest prices at which shares of the Company have traded on the Stock Exchange in each of the previous twelve months are as follows:

	Highest (HK$)	Lowest (HK$)
2025
March	18.00	15.24
April	17.28	14.72
May	17.22	16.38
June	19.84	16.90
July	21.25	18.90
August	21.46	20.00
September	22.46	20.20
October	22.48	21.00
November	23.02	21.10
December	21.90	20.74
2026
January	23.96	20.70
February	27.18	22.90
March (up to the Latest Practicable Date)	27.14	23.42

Neither this Explanatory Statement nor the proposed general mandate for buy-backs of shares of the Company has any unusual features.

I-3

SWIRE PROPERTIES LIMITED
太古地產有限公司

APPENDIX II

The Existing Articles will be replaced in their entirety by the New Articles. The following is the Explanatory Statement which summarises the major proposed amendments to the Existing Articles to be incorporated in the New Articles.

A. Conduct of general meetings

New Articles 62 to 71D include amendments which allow the Company to hold fully virtual or hybrid general meetings and/or general meetings at more than one location using virtual meeting technology as specified in the notice of the relevant general meeting or as determined by the Board or the chairman of general meetings.

Any shareholders or their proxy attending a general meeting at any meeting location(s) (physical or virtual) shall be counted in the quorum and may exercise all their rights at the meeting (including the rights to listen, speak and vote). Persons seeking to attend general meetings using virtual meeting technology shall be responsible for ensuring that they have access to the necessary electronic facilities.

The New Articles provide that notices of general meetings shall include all the information required to be included by the Companies Ordinance. In particular, the notice will specify the format in which the general meeting will take place.

The New Articles outline the power of the Board and/or the chairman of general meetings in making necessary arrangements for managing shareholders' participation at the general meetings. These amendments allow the Company to conduct general meeting more efficiently and to ensure orderly conduct of the meeting and for the safety of all persons attending the meeting. These amendments are consistent with prevailing market practice.

B. Further expansion of the paperless listing regime

(a) Receipt of instructions or other communications from shareholders through electronic means

New Articles 85, 173A and 173B include amendments to incorporate recent changes to the Listing Rules to further expand the paperless listing regime, allowing shareholders to send notices, documents or information (including an instrument appointing a proxy to attend a general meeting) through electronic means in a manner as specified by the Directors.

(b) Electronic payment of corporate action proceeds

New Article 151 permits the Company to pay dividend or other corporate action proceeds to the shareholders by electronic methods or other methods as determined by the Directors, in compliance with the recently amended Listing Rules and applicable laws.

C. Changes introduced by the Companies Ordinance

(a) Treasury shares

The New Articles take into account amendments to the Companies Ordinance that allow Hong Kong incorporated listed companies to make use of the treasury share regime under the Listing Rules. Under this regime, shares that the Company buys back may be retained as treasury shares and be sold or transferred as treasury shares, subject to certain restrictions.

II-1

These amendments allow the Company to manage its capital with greater flexibility, through share buy-backs and resale or transfer of treasury shares, subject to the Companies Ordinance and the Listing Rules.

New Article 36 clarifies that the Company may transfer the treasury shares it holds by an instrument of transfer.

New Article 156 clarifies that, where a capitalisation of reserves is used to pay up new shares, any treasury shares held by the Company are included when determining the proportions in which the capitalised sum is applied. This will facilitate the Company to issue and hold bonus shares in respect of its treasury shares.

Other minor consequential changes have been made in the New Articles to incorporate the treasury share regime as appropriate.

(b) Dissemination of corporate communications by means of website

New Articles 167 to 176C reflect amendments to the Companies Ordinance that allow Hong Kong incorporated companies to use an implied consent mechanism for disseminating corporate communications to their securities holders by means of their websites. Under these amendments, the Company may send corporate communications to shareholders by making them available on its website without seeking prior consent from each shareholder, while shareholders may request to receive corporate communications in hard copy form or electronic form, subject to the Companies Ordinance and the Listing Rules.

The New Articles include amendments to reflect the changes introduced by the Companies Ordinance which abolished certain obsolete corporate concepts. The following are the key changes:

(i) the removal of the Memorandum of Association of the Company;
(ii) the removal of the Company's power to issue warrants to bearers (Existing Article 5); and
(iii) the removal of references in the Existing Articles to the nominal or par value of the shares, and accordingly, references relating to share premium and/or share discount. Where appropriate, references to nominal value of shares have been substituted with references to voting rights of shares (Existing Articles 6, 18, 22, 31, 56, 59, 65, 113, 144 and 159 to 162); and
(iv) the removal of references relating to authorised share capital of the Company (Existing Article 56).

D. Other changes

The New Articles also include amendments which generally update the Existing Articles and, where appropriate, align them with the current provisions under the Listing Rules and the Companies Ordinance, as well as other minor changes for clarity or alignment with the above proposed amendments.

II-2

SWIRE PROPERTIES LIMITED
太古地產有限公司
APPENDIX III

The following is the full text of the New Articles, marked up against the Existing Articles. The English version shall prevail in case of any discrepancy or inconsistency between the English version and its Chinese translation.

THE COMPANIES ORDINANCE (Chapter 32622)

Public Company Limited by Shares

MEMORANDUM ARTICLES OF ASSOCIATION

SWIRE PROPERTIES LIMITED

太古地產有限公司

(As amended by Special Resolution passed on 1st April 2010[●] 2026)

The name of the Company is “SWIRE PROPERTIES LIMITED 太古地產有限公司”.
The Registered Office of the Company will be situated in Hong Kong.
The Company shall have all the rights, powers and privileges of a natural person in accordance with the provisions of the Companies Ordinance (Chapter 32) of Hong Kong.

41A. The liability of the members is limited.

1B. The liability of the members is limited to any amount unpaid on the shares held by the members.

51C. The capital of the Company is thirty billion Hong Kong Dollars (HK$30,000,000,000) divided into 30,000,000,000 shares of HK$1.00 each, * with The Company has the power nevertheless to increase such its capital to issue any new shares in any currency and to divide the shares forming the capital of the Company (whether original or increased) into different classes of shares with any priority, preference, privilege, rights or conditions as between the respective holders thereof. The rights for the time being attached to any shares having preferential, deferred, qualified or special rights, privileges or conditions may be altered or dealt with in accordance with these accompanying Articles of Association, but not otherwise.

III-1

The original share capital of the Company of HK$2,510,000.00 divided into 800 Preference Shares of HK$10.00 each, 200 Deferred Shares of HK$10.00 each and 250,000 Ordinary Shares of HK$10.00 each was, by a series of resolutions passed between 19th March, 1973 and 29th May, 1981, increased to HK$800,000,000 divided into 800,000,000 shares of HK$1.00 each, and by a resolution dated as of 31st December, 2009 increased to its present amount.

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

Names, Addresses and Descriptions of Subscribers	Number of Shares taken by each Subscriber
for and on behalf of
B & S INDUSTRIES LIMITED
H.J.C. BROWNE;
—Director
—Body Corporate	One
for and on behalf of
THE TAIKOO DOCKYARD & ENGINEERING
COMPANY OF HONG KONG LIMITED
J.H. BREMRIDGE;
—Director
—Body Corporate	One
—Total Number of Shares Taken……	Two

Dated the 1st day of November, 1972.

WITNESS to the above signatures:

(Sd.) T.J. GREGORY
Solicitor,
HONG KONG.

THE COMPANIES ORDINANCE (Chapter 32)

Company Limited by Shares

NEW ARTICLES OF ASSOCIATION
(As adopted by Special Resolution passed on 1st April 2010)

SWIRE PROPERTIES LIMITED
太古地產有限公司

PRELIMINARY

1D. No regulations set out in any schedule to any Ordinance concerning companies shall apply to the Company as regulations or articles of association, and the following these articles shall be the Articles of Association of the Company.

INTERPRETATION

(a) In these Articles, unless the context otherwise requires:-

“these Articles” means these Articles of Association in their present form or as from time to time altered;

“associates” has the meaning given in the Listing Rules;

“the Auditors” means the auditors for the time being of the Company;

“the Board” and “the Directors” means the board of directors for the time being of the Company or the directors present at a duly convened meeting of directors at which a quorum is present;

“call” includes any instalment of a call;

“the Company” means Swire Properties Limited 太古地產有限公司;

III-3

"dividend" includes scrip dividends, distributions in specie or in kind, capital distributions and capitalisation issues, if not inconsistent with the subject or context;

"dollars" and "$" means dollars in the lawful currency of Hong Kong;

"electronic communication" means a communication sent by electronic transmission in any form through any medium;

"entitled person" means an "entitled person" as defined in section 2(1) of the Ordinance;

"general meeting" means any general meeting of the Company, whether held at one or more physical venue or by means of virtual general technology or a combination of both;

"the Listing Rules" means the rules governing the listing of securities on the Stock Exchange contained in the book entitled "Rules Governing the Listing of Securities" on The Stock Exchange of Hong Kong Limited published by the Stock Exchange as amended from time to time;

"month" means calendar month;

"the Office" means the registered office of the Company for the time being;

"the Ordinance" means the Companies Ordinance (Chapter 32622 of the Laws of Hong Kong), and any amendments thereto or re-enactment thereof for the time being in force and includes every other ordinance incorporated therewith or substituted therefor and in the case of any such substitution the references in these Articles to the provisions of the Ordinance shall be read as references to the provisions substituted therefor in the new Ordinance;

"paid up" means paid up or credited as paid up;

"the Register" means the register of members of the Company and includes any branch register kept pursuant to the Ordinance;

"relevant financial documents" means "relevant financial documents" as defined in section 2(1) of the Ordinance;

"the Seal" means the common seal of the Company and includes, unless the context otherwise requires, any official seal that the Company may have as permitted by these Articles and the Ordinance;

"the Secretary" means the secretary for the time being of the Company or any other person appointed to perform any of the duties of the secretary of the Company including a joint, temporary, assistant or deputy secretary;

"share" means share in the capital of the Company and includes stock except where a distinction between stock is expressed or implied;

"the Stock Exchange" means The Stock Exchange of Hong Kong Limited; and

"summary financial report" means "summary financial report" as defined in section 2(1) of the Ordinance; and

"in writing" and "written" includes any method of representing or reproducing words in a legible and non-transitory form including by way of electronic form communication.

III-4

(b) In these Articles, if not inconsistent with the subject or context, words importing the singular number only shall include the plural number and vice versa, words importing any gender shall include all other genders, and any references to persons include partnerships, firms and corporations (acting, where applicable, by their duly authorised representatives).

(c) Subject as aforesaid, any words or expressions defined in the Ordinance—(excluding any statutory modification thereof not in force when these Articles become binding on the Company)—shall, if not inconsistent with the subject or context, bear the same meaning in these Articles save that “company” shall where the context permits include any company incorporated in Hong Kong or elsewhere.

(d) References to an Article by number are to the particular Article of these Articles.

(e) Where for any purpose an ordinary resolution of the Company is required, a special resolution shall also be effective.

(f) The headings and any marginal notes are inserted for convenience only and shall not affect the construction of these Articles.

(g) References to a document being executed include references to its being executed (i) under hand or under seal or (ii) to the extent permitted by and in accordance with any applicable law, by electronic signature or any other method. References to a document include, to the extent permitted by and in accordance with applicable law, references to any information recorded in visible form whether having physical substance or not. References to an address include, in relation to electronic communications in electronic form, any number or address used for the purposes of such communications.

(h) References to a “day” mean a period of 24 hours running from midnight to midnight. References to times (including in the previous sentence) are to Hong Kong time.

(i) References to issued shares of any class of the Company will not include any shares of that class held as treasury shares except where the contrary is expressly provided.

(j) References to a person being present at a general meeting or attending or participating in a general meeting means either present at a physical venue or attending or participating via the virtual meeting technology, as the case may be.

THE OFFICE

The Office shall be at such place in the territory of Hong Kong as the Directors shall from time to time appoint.

Without prejudice to any special rights or restrictions for the time being attaching to any shares or any class of shares, any share may be issued upon such terms and conditions and with such preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, voting, repayment or redemption of share capital or otherwise, as the Company may from time to time by ordinary resolution determine or, in the absence of any such determination or so far as the same may not make specific provision, as the Directors may determine.
Subject to the provisions of the Ordinance, the Directors may issue warrants to subscribe for any class of shares or securities of the Company on such terms as they may from time to time

III-5

determine. Where warrants are issued to bearer, no new warrant shall be issued to replace one that has been lost unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed and the Company has received such indemnity as the Directors shall think fit.

Save as provided by contract or the Ordinance or these Articles or any resolutions of the Company to the contrary, all unissued shares shall be at the disposal of the Directors, who may exercise offer, all powers to allot, or grant options over, or otherwise deal with or dispose of the same rights to subscribe for, or to convert any security into, shares in the Company to such persons, at such times, for such consideration and generally upon such terms and conditions, as they shall in their absolute discretion think fit. No shares shall be issued at a discount except in accordance with the provisions of the Ordinance.
(a) The Company may exercise any powers conferred or permitted by the Ordinance or any other ordinance from time to time to purchase or otherwise acquire its own shares and warrants (including any redeemable shares) or to give, directly or indirectly, by means of a loan, guarantee, the provision of security or otherwise, 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 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 ratably or in any other particular manner as between the holders of shares or warrants of the same class or as between them and the holders 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 or given in accordance with any relevant rules or regulations issued by the Stock Exchange or the Securities and Futures Commission from time to time in force.

(b) Subject to the Ordinance, any share may, with the sanction of an special ordinary resolution, be issued on the terms that it is, or at the option of the Company or the holder thereof is liable, to be redeemed.

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 on any trust, and, except as aforesaid, the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or in any fractional part of a share, or any other right or claim to or in respect of any share except an absolute right to the entirety thereof of the registered holder.
Except as otherwise restricted by, and subject to, the Ordinance, the Company may in connection with the allotment and issue issuance of any shares (including a sale or transfer of treasury shares) exercise all powers of paying interest out of capital and of paying commission and brokerage conferred or permitted by the Ordinance and subject to the provisions of the Ordinance and any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares (including shares held in treasury) or partly in one way and partly in the other.
No person shall become a member until his name shall have been entered in the Register.

JOINT HOLDERS OF SHARES

Where two or more persons are registered as the holders of any share they shall be deemed to hold the same as joint tenants with benefit of survivorship, subject to the following provisions:-

(a) the Company shall not be bound to register more than four persons as the holders of any shares except in the case of the legal personal representatives of a deceased member;

(b) the joint holders of any shares shall be liable severally as well as jointly in respect of all calls or other payments which ought to be made in respect of such shares;

(c) on the death of any one of such joint holders the survivor or survivors shall be the only person or persons recognised by the Company as having any title to such shares, but the Directors may require such evidence of death as they may deem fit;

(d) any one of such joint holders may give effectual receipts for any dividend, bonus or return of capital or other moneys payable to such joint holders in respect of such shares; and

(e) the Company shall be at liberty to treat the person whose name stands first in the Register as one of the joint holders of any shares as solely entitled to delivery of the certificate relating to such shares, or to receive notices, documents and information from the Company, or to attend or vote at general meetings of the Company, and any notice, document and information sent given to such person shall be deemed sufficient notice or service to all the joint holders; but any one of such joint holders may be appointed the proxy of the persons entitled to vote on behalf of such joint holders, and as such proxy to attend and vote at general meetings of the Company, but if more than one of such joint holders be present at any meeting personally or by proxy that one so present whose name stands first in the Register in respect of such shares shall alone be entitled to vote in respect thereof.

SHARE CERTIFICATES

Every person whose name is entered as a holder of any shares (including shares held in treasury) in the Register shall be entitled to receive within such time as may from time to time be prescribed by the Stock Exchange (or within such other period as the terms of issue shall provide) upon payment, in the case of a transfer, of such sum as may be permitted under the rules prescribed by the Stock Exchange, certificates each for one Stock Exchange board lot or multiple thereof and one for the balance (if any) of the shares in question or, if he shall so request, one certificate for all those shares of any one class held by him, provided that in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders.
Every share certificate shall be issued under the Seal and shall specify the number and class of shares, and, if required, the distinctive numbers thereof, to which the certificate relates, and the amount paid up thereon. If at any time the share capital of the Company is divided into different classes of shares, every share certificate shall comply with Section 57A of the Ordinance in force at the time of its issuance. A share certificate shall relate to only one class of shares.
Subject to the provisions of the Ordinance, if any share certificate shall be worn out, defaced, destroyed or lost, it may be replaced upon payment of such fee as may from time to time be permitted under the rules prescribed by the Stock Exchange and on such evidence being produced and on such indemnity (if any) being given as the Directors shall require, and, in case of wearing out or defacement, after delivery up of the old certificate. In case of destruction or loss, the person to whom such replacement certificate is given shall also bear and pay to the Company any exceptional costs and the reasonable out-of-pocket expenses incidental to the investigation by the Company of the evidence of such destruction or loss and of such indemnity.

III-7

LIEN

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys, whether presently payable or not, called or payable at a date fixed by or in accordance with the terms of issue of such share, in respect of such share, and the Company shall also have a first and paramount lien on every share (not being a fully paid share) standing registered in the name of a member, whether singly or jointly with any other person or persons, for all the debts and liabilities of such member or his estate to the Company, whether the same shall have been incurred before or after notice having been given to the Company of any interest of any person other than such member, and whether the time for the payment or discharge of the same shall have already arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and other person, whether a member or not. The Company's lien on a share shall extend to all dividends and distributions payable thereon. The Directors may at any time either generally or in any particular case waive any lien that has arisen, or declare any share to be wholly or in part exempt from the provisions of this Article.
The Company may sell, in such manner as the Directors think fit, any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing stating and demanding payment of the sum presently payable and giving notice of intention to sell in default shall have been given to the holder for the time being of the share or the person entitled thereto by reason of his death, bankruptcy or winding-up or otherwise by operation of law or court order.
The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or discharge of the debt or liability in respect whereof the lien exists so far as the same are presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale and upon surrender, if required by the Company, of the certificate for the shares sold) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale the Directors may authorise some person to transfer the shares so sold to the purchaser thereof and may enter the purchaser's name in the Register as the holder of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by an irregularity or invalidity in the proceedings relating to the sale.

CALLS ON SHARES

The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares, whether on account of the nominal value of the shares or by way of premium, but subject always to the terms of issue of such shares, and any such call may be by instalments.
Each member shall, subject to receiving at least fourteen days' notice specifying the time or times and place for payment, pay to the Company the amount called on his shares and at the time or times and place so specified. The non-receipt of a notice of any call by, or the accidental omission to give send notice of a call to, any of the members shall not invalidate the call. Notice of the person appointed to receive payment of every call and of the times and places appointed for payment may be given sent to the members by notice as permitted under and in accordance with applicable law to be inserted once in the Hong Kong Government Gazette and by advertisement in at least one leading English language daily newspaper and at least one leading Chinese language daily newspaper circulating in Hong Kong. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect whereof the call was made.

III-8

A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. A call may be revoked, varied or postponed as to all or any of the members liable therefor as the Directors may determine.
If any sum called in respect of any shares or any instalment of a call be not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the amount unpaid from the day appointed for the payment of such call or instalment to the time of actual payment at such rate, not exceeding 15 per cent. per annum, as the Directors may determine, but the Directors may, if they shall think fit, waive the payment of such interest wholly or in part.
Any sum which, by the terms of issue of a share, becomes payable upon allotment or in accordance with such terms of issue at any fixed time, whether on account of the nominal amount of the shares or by way of premium, shall for all purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which, by the terms of issue, the same becomes payable and, in case of non-payment, all the relevant provisions of these Articles as to payment of interest, forfeiture or otherwise, shall apply as if such sum had become payable by virtue of a call duly made and notified. The Directors may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.
The Directors may, if they shall think fit, receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so paid in advance the Directors may (until the same would, but for such payment in advance, become presently payable) pay interest at such rate, not exceeding (unless the Company by ordinary resolution shall otherwise direct) 15 per cent. per annum, as may be agreed upon between the Directors and the member paying the moneys in advance.
On the trial or hearing of any action for the recovery of any money due for any call, it shall be sufficient to prove that the name of the member sued is recorded in the Register as the holder, or as one of the holders, of the shares in respect of which such money is due; that the resolution making the call is duly recorded in the minute books of the Company; and that notice of such call was duly given (or deemed to have been duly given) to the member sued in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence that the money is due.
No member shall, unless the Directors otherwise determine, be entitled to receive any dividend, or to receive notice of or to be present or vote at any general meeting, either personally or (save as proxy for another member) by proxy, or be reckoned in a quorum, or to exercise any other privilege as a member unless and until he shall have paid all calls or other sums for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any).

FORFEITURE OF SHARES

If any call or instalment of a call remains unpaid on any share after the day appointed for payment thereof, the Directors may at any time thereafter, during such time as any part of the call or instalment remains unpaid, serve send a notice on the holder of such share requiring payment of so much of the call or instalment as is unpaid together with interest accrued and any expenses incurred by reason of such non-payment.
The notice shall name a further day (not being less than fourteen days from the date of the notice) on or before which such call or instalment or part thereof and all interest accrued and expenses incurred by reason of such non-payment are to be paid, and it shall also specify the manner in which the name the place where payment is to be made, in all cases, as the Directors shall think fit such

III-9

place being either the Office, or some other place at which calls of the Company are usually made payable. The notice shall also state that, in the event of non-payment at or before the time and in the manner specified at the place appointed, the shares in respect of which such call or instalment is payable will be liable to forfeiture.

If the requirements with regard to payment of any such notice as aforesaid be not complied with, any shares in respect of which such notice has been given may, at any time thereafter and before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect, and any such forfeiture shall extend to all dividends declared in respect of the shares so forfeited, but not actually paid before such forfeiture. The Directors may accept the surrender of any shares liable to be forfeited hereunder and in such cases references in these Articles to forfeiture shall include surrender.
Any shares so forfeited shall become the property of the Company, and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture, the holder thereof or entitled thereto or to any other person upon such terms and in such manner and at such times as the Directors think fit. For the purpose of giving effect to any such sale or other disposition the Directors may authorise the transfer of the shares so sold or otherwise disposed of to the purchaser thereof or to any other person becoming entitled thereto. The Directors shall account to a person whose shares have been forfeited with any balance of moneys held by the Company and belonging to that person after deduction of expenses of forfeiture, sale or disposal of the shares and any other amount or amounts due to the Company in respect of the shares.
The Directors may, at any time before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.
A person whose shares have been forfeited shall thereupon cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, together with (if the Directors shall in their discretion so require) interest thereon from the date of forfeiture until payment at the rate fixed by the terms of issue of the shares or, if no such rate is fixed, at the rate of 15 per cent. per annum (or such lower rate as the Directors may determine), and the Company may enforce the payment thereof without being under any obligation to make any reduction or allowance for the value of the shares at the date of forfeiture or for any consideration received on their disposal. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.
When any share has been forfeited, notice of the forfeiture shall be served ~~upon~~ to the person who was before forfeiture the holder of the share and an entry of such notice having been given and of the forfeiture with the date thereof shall be made in the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.
Notwithstanding any such forfeiture as aforesaid the Directors may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, permit the shares forfeited to be redeemed by the former shareholders upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the shares, and upon such further terms (if any) as they think fit.
The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon.

III-10

A statutory declaration that the declarant is a Director or the Secretary of the Company and that a share has been duly forfeited or surrendered on the date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. Such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the share certificate delivered to a purchaser or allottee thereof shall constitute a good title to the share. Subject to the execution of any necessary transfer the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money or other consideration (if any), nor shall his title to the share be affected by any act, omission, irregularity or invalidity relating to or in connection with the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of share.

TRANSFER OF SHARES

Subject to such of the restrictions contained in these Articles as may be applicable, any member holder of shares may transfer all or any of his shares (including treasury shares) by an instrument of transfer in the usual common form or in any other form which the Directors may approve.
The instrument of transfer of a share (including a treasury share) shall be in writing and shall be executed by or on behalf of the transferor and the transferee. The transferor shall remain the holder of the share concerned until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Directors from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.
Every instrument of transfer shall be lodged for registration accompanied by the certificate relating to the shares (including treasury shares) to be transferred and such other evidence as the Directors may require to show the right of the transferor to make the transfer. All instruments of transfer which shall be registered shall be retained by the Company but, save where fraud is suspected, any instrument of transfer which the Directors may decline to register shall, on demand, be returned to the person depositing the same.
There shall be paid to the Company in respect of the registration of a transfer and of any Grant of Probate or Letters of Administration, Certificate of Marriage or Death, Power of Attorney or other document relating to or affecting the title to any share or for making any entry in the Register affecting the title to any share such fee as may from time to time be permitted under the rules prescribed by the Stock Exchange Listing Rules.
Subject to the Ordinance, The registration of transfers may be suspended, and the Register closed at such times and for such periods, as the Directors may, in accordance with Section 99 of the Ordinance, from time to time determine either generally or in respect of any class of shares.
The Directors may at any time in their absolute discretion, and without assigning any reason therefor, decline to register any share (not being a fully paid share).
The Directors may also decline to register any instrument of transfer unless:

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

III-11

(e) such other conditions as the Directors may from time to time impose for the purpose of guarding against losses arising from forgery are satisfied.

No transfer shall be made to a minor or to a person of unsound mind or under other legal disability.
If the Directors decline to register any transfer they shall, within two months after the date on which the instrument of transfer was lodged with the Company, send to the transferee notice of the refusal as required by Section 69 of the Ordinance.

TRANSMISSION OF SHARES

In the case of the death of a member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his shares; but nothing herein contained shall release the estate of a deceased holder, whether sole or joint, from any liability in respect of any share solely or jointly held by him.
Any person becoming entitled to shares in the Company in consequence of the death, bankruptcy or winding-up of any member or otherwise by operation of law or by court order may, upon producing such evidence of his title as the Directors may require, elect either to be registered himself as the holder of the shares concerned or to have some person nominated by him registered as the transferee thereof.
If the person becoming so entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he elects to have another person registered, he shall execute an instrument of transfer to that person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as if the same were a transfer of shares by a member, and the death or bankruptcy of the member or other event giving rise to the transmission had not occurred.
A person becoming entitled to a share in consequence of the death, bankruptcy or winding-up of any member or otherwise by operation of law or by court order shall (upon such evidence being produced as may from time to time be required by the Directors as to his entitlement) be entitled to receive and give a discharge for any dividends or other moneys payable in respect of the share, but he shall not be entitled to receive notice of or, subject to Article 79, to attend or vote at meetings of the Company, or, save as aforesaid, to any of the rights or privileges of a member in respect of the share, unless and until he shall be registered as the holder thereof. The Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within sixty days, the Directors may thereafter withhold payment of all dividends or other moneys payable in respect of the share until the requirements of the notice have been complied with.

STOCK (deleted)

(deleted) The Company may from time to time by ordinary resolution convert any fully paid-up shares into stock and may reconvert any stock into fully paid-up shares of any denomination. After the passing of any resolution converting all the fully paid-up shares of any class into stock, any shares of that class which subsequently become fully paid-up and rank pari-passu in all other respects with such shares shall, by virtue of this Article and such resolution, be converted into stock transferable in the same units as the shares already converted.

III-12

III-13

(deleted) The holders of stock may transfer the same or any part thereof, in the same manner and subject to the same regulations, as and subject to which the shares from which the stock arose might prior to conversion have been transferred, or as near thereto as circumstances admit. The Directors may from time to time fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of such minimum, but the minimum shall not, without the sanction of an ordinary resolution of the Company, exceed the nominal amount of each of the shares from which the stock arose.
(deleted) The holders of stock shall, according to the amount of the stock held by them, have the same rights and be subject to the same provisions of these Articles as if they held the shares from which the stock arose, but no such right (except as to participation in dividends and in assets on a reduction of capital or a winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such right.
(deleted) Such of these Articles as are applicable to fully paid-up shares shall apply mutatis mutandis to stock.

INCREASE OF CAPITAL (deleted)

(deleted) The Company may, from time to time, by ordinary resolution increase its share capital by such sum divided into shares of such amounts as the resolution shall prescribe.
(deleted) Subject to the Ordinance, the Company may, by the resolution increasing the capital, direct that the new shares or any of them shall be offered, in the first instance to all the holders for the time being of any class of shares in proportion to the number of shares of such class held by them respectively, or make any other provisions as to the issue and allotment of the new shares, and in default of any such direction, or so far as the same shall not extend, the new shares shall be at the disposal of the Directors, and Article 6 shall apply thereto.
(deleted) Subject to any direction or determination that may be given or made in accordance with the powers contained in these Articles, all new shares created pursuant to Article 53 shall be subject to the same provisions herein contained with reference to the payment of calls, transfer, transmission, forfeiture, lien and otherwise.

ALTERATIONS OF SHARE CAPITAL

The Company may from time to time by ordinary resolution alter its share capital (including shares held in treasury) in any one or more of the ways permitted by and subject to the Ordinance, as the Directors may determine:

(a) — subdivide its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association of the Company, provided that in the subdivision of an existing share the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived, and so that the resolution whereby any share is subdivided may determine that as between the holders of the shares resulting from such subdivision one or more of the shares may, as compared with the others, have any such preferred, deferred or other special rights or be subject to any such restrictions, as the Company has power to attach to unissued or new shares;

(b) — consolidate and divide its capital or any part thereof into shares of larger amount than its existing shares; or

(c) ——cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its authorised capital by the amount of the shares so cancelled.

Subject to the provisions of the Ordinance, the Company may by special resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner.
(deleted) Where any difficulty arises in regard to any consolidation and division under paragraph (b) of Article 56, the Directors may settle the same as they think fit and in particular may issue fractional certificates or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale either in due proportion amongst the members who would have been entitled to the fractions or to the Company for the Company's benefit, and for this purpose the Directors may authorise some person to transfer the shares representing fractions to or in accordance with the directions of the purchaser thereof, who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

MODIFICATION OF RIGHTS

Subject to the provisions of the Ordinance, all or any of the special rights or privileges for the time being attached to any class of shares in the capital of the Company may (whether or not the Company is being wound up) be altered or abrogated:-

(a) in such manner (if any) as may be provided by such rights; or

(b) in the absence of any such provision, with the consent in writing of the holders of not less than three-fourths in nominal value 75% of the issued-shares-total voting rights of shares of the in that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class, and all the provisions contained in these Articles relating to general meetings shall mutatis mutandis apply to every such meeting, but so that the quorum thereof shall be not less than one or more two persons holding or representing by proxy one-third in nominal value of the issued-shares-total voting rights of shares of the in that class, that each holder of shares of the class present in person or by proxy shall on a poll be entitled to one vote for every share of the class held by him, that any holder of shares of the class present in person or by proxy may demand a poll and that at any adjourned meeting of such holders any holder of the shares of the class present in person or by proxy (whatever the number of shares held by him) shall be a quorum.

The foregoing provisions of this Article 59 shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the rights whereof are to be varied.
The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be altered by the creation or issue of further shares ranking pari passu therewith.

GENERAL MEETINGS

The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year. The annual general meeting shall be held at such time (within a period of not more than fifteen months, or such longer period as the Registrar of Companies may authorise in writing, after comply with the requirements of the Ordinance regarding the holding of the last preceding annual general meetings) and place as may be determined by the Directors. All

III-14

otherOther than annual general meetings, all general meetings of members shall be called extraordinary general meetings.

The Directors may whenever they think fit and shall, on requisition in accordance with the Ordinance, convene an extraordinary general meeting. The Directors may in their absolute discretion determine how the Company will hold a general meeting, including:

(a) at one or more physical venue;
(b) by using virtual meeting technology; or
(c) by a combination of physical venue and using virtual meeting technology.

63A. (a) Subject to the Ordinance and notwithstanding Article 71,—If the Board considers that it is impractical or undesirable for any reason to hold a general meeting on the date or at the time or via the mode(s) of the meeting (including the virtual meeting technology) place specified in the notice calling the general meeting or as directed by the Directors (or the chairman of the meeting) pursuant to these Articles, it may postpone or move the general meeting or change the mode of the meeting (a "rearranged meeting"), to another date, time and/or place.

(b) The Board shall take reasonable steps to ensure that send notice to members of the rearranged date, time, and place and mode(s) of the meeting and, if applicable, the virtual meeting technology, but any failure to send notice of a rearrangement does not invalidate the rearrangement or any business transacted at that of the rearranged meeting is given to any member trying to attend the meeting at the original time and place. Notice of the date, time and place of the rearranged meeting shall, if practicable, also be placed in at least one English language newspaper and one Chinese language newspaper in Hong Kong.

(c) Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, the appointment of a proxy will be valid if it is received as required by these Articles not less than 48 hours before the time appointed for holding the rearranged meeting.

(d) The Board may also postpone or move or change the mode of the meeting or, if applicable, change the virtual meeting technology of the rearranged meeting under this Article.

NOTICE OF GENERAL MEETINGS

(a) Subject to the Ordinance, A an annual general meeting and a meeting called for the passing of a special resolution shall be called by not less than twenty-one days' notice in writing and any other general meeting (other than an adjourned meeting or a rearranged meeting) by not less than fourteen days' notice in writing. The notice shall be exclusive of the day on which it is served sent or deemed to be served sent and of the day for which it is given, and shall specify the place, day and time of the meeting, and, in the case of special business, the general nature of that business. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Notice of every general meeting shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are under these Articles entitled to receive such notices from the Company. There shall appear on every such notice with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him and that a proxy need not be a member of the Company.

III-15

(b) Notices of general meetings shall include all information required to be included by the Ordinance. In particular, the notice will specify the mode in which the general meeting will take place as decided by the Board.

Notwithstanding that a meeting of the Company is called by shorter notice than that specified in these Articles or required by the Ordinance, it shall be deemed to have been duly called if it is so agreed:-

(a) in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and
(b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95% of the total voting rights of all the members at the meeting per cent. in nominal value of the shares giving that right.

The accidental omission to give notice of (i) a meeting or (ii) resolution intended to be moved at a general meeting or (in case where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such notice or instrument shall not invalidate the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

(deleted)

All business shall be deemed special that is transacted at an extraordinary general meeting and also all business that is transacted at an annual general meeting with the exception of:-

(a) the declaration and sanctioning of dividends;
(b) the consideration and adoption of the accounts and balance sheet and the reports of the Directors and Auditors and other documents required to be annexed to the accounts;
(c) the election of Directors in place of those retiring (by rotation or otherwise);
(d) the appointment or re-appointment of the Auditors where special notice of the resolution for such appointment is not required by the Ordinance; and
(e) the fixing of, or the determination of the method of fixing, the remuneration of the Directors and the Auditors.

No business save the election of a chairman of the meeting shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Save as otherwise provided by these Articles three members present in person or by proxy and entitled to vote shall be a quorum for all purposes.
If, within half an hour from the time appointed for the meeting, a quorum be not present, the meeting, if convened upon requisition in accordance with the Ordinance, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week at the same time and place (through the same virtual meeting technology, where applicable), or to such other day, time, and place or through such virtual meeting technology as the chairman of the meeting may determine. If at such adjourned meeting a quorum be not present within half an hour from the time appointed for the meeting, the member or members present in person or by proxy shall be a quorum and may transact the business for which the meeting was called.

III-16

The Chairman (if any) of the Board or, in his absence, a Deputy Chairman (if any) shall preside as chairman at every general meeting. If there is no such Chairman or Deputy Chairman, or if at any meeting neither the Chairman nor a Deputy Chairman is present within fifteen minutes after the time appointed for holding the meeting, or if neither of them is willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to act as chairman, the persons present and entitled to vote shall elect one of their number to be chairman of the meeting.
In addition to the power given to the Directors and the chairman of meeting in Article 63A, the chairman of any general meeting at which a quorum is present may, with the consent of the meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place or sine die; but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place unless due notice thereof is given or such notice is waived in the manner prescribed by these Articles. When a meeting is adjourned for thirty days or more or sine die, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjourned meeting or the business to be transacted thereat. Where a meeting is adjourned sine die the time and place for the adjourned meeting shall be determined by the Directors.

71A. The Directors (and in addition, during a general meeting, the chairman of that meeting) may put in place, make and change from time to time such arrangements or impose any requirement or restriction as they (or the chairman of that meeting) shall in their (or the chairman's) absolute discretion consider appropriate to ensure the security and orderly conduct of the meeting (including the security of any virtual meeting technology) and the safety of persons attending it, including, without limitation, refusing entry to or removing from the meeting persons who fail to comply with the arrangements, requirements or restrictions.

71B. (a) For the purposes of these Articles, any general meeting taking place at two or more meeting locations (being physical, virtual, or a combination of both) shall be treated as taking place at where the chairman designates as the principal meeting place.

(b) Any member present in person or by proxy and entitled to vote may be counted in the quorum and may exercise all rights they are entitled to at the meeting (including the rights to listen, speak and vote). Provided a quorum specified in these Articles being present, a general meeting shall be duly constituted and its proceedings valid if the chairman of the meeting is satisfied that adequate facilities (including electronic facilities) are available during the meeting to allow members attending the meeting to be able to participate in the business of the meeting.

(c) In determining attendance at a general meeting, any two or more persons attending the meeting may be in different meeting locations (physical or virtual), irrespective of how they communicate with each other at the meeting. Two or more members who are not in the same meeting location (physical or virtual) attend a general meeting if their circumstances are such that where they have the right to listen, speak and vote at the meeting, they are able to exercise them at the same meeting.

71C. (a) If there is a failure of electronic facilities or any other failure in the arrangements for participation in the meeting at one or more meeting location (physical or virtual and including the arrangements put in place, made or changes as referred to in Article 71A), the chairman of the meeting may interrupt or adjourn the meeting. Such an interruption or adjournment will not affect the validity of the general meeting, or any business conducted at the meeting up to the point of interruption or adjournment, or any action taken pursuant to the meeting.

III-17

(b) All persons seeking to attend and participate in a general meeting using the virtual meeting technology shall be responsible for ensuring that they have access to the necessary electronic facilities. Subject to Article 71C(a), any failure of these facilities shall not affect the validity of the general meeting or any business conducted thereat or any action taken pursuant to the general meeting.

71D. Any decision of the chairman of a general meeting made in relation to the arrangements or proceedings of the general meeting shall be final and conclusive.

VOTING

Subject to the rules prescribed by the Stock Exchange from time to time. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. Subject to the provisions of the Ordinance, a poll may be demanded by:

(a) the chairman of the meeting; or
(b) at least three members present in person or by proxy and entitled to vote at the meeting; or
(c) any member or members present in person or by proxy and representing in the aggregate not less than one-tenth 5% of the total voting rights of all members having the right to attend and vote at the meeting; or
(d) any member or members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has, on a show of hands, been carried unanimously or by a particular majority or not carried by a particular majority or lost shall be final and conclusive, and an entry to that effect in the minute books of the Company shall be conclusive evidence of the fact without proof of the number of the votes recorded for or against such resolution.

The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded, and it may be withdrawn, with the consent of the chairman of the meeting, at any time before the close of the meeting or the taking of the poll, whichever is the earlier.
A poll demanded upon the election of a chairman or upon a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time (being not later than thirty days after the date of the demand) and place and in such manner as the chairman of the meeting shall direct. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll. The result of such poll shall be deemed for all purposes to be the resolution of the meeting at which the poll was demanded.
In the case of an equality of votes at any general meeting, whether upon a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote.
Subject to the provisions of the Ordinance, a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at general meetings shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. A written notice of confirmation of such resolution in writing sent by or on behalf of a

III-18

member shall be deemed to be his signature to such resolution in writing for the purposes of this Article. Such resolution in writing may consist of several documents each signed by or on behalf of one or more members.

VOTES OF MEMBERS

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 on a show of hands every member present in person shall have one vote, and on a poll every member present in person or by proxy shall have one vote for every fully paid up share of which he is the holder.
On a poll, votes may be given either personally or by proxy and a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.
Any person entitled under Article 46 to be registered as a shareholder may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided either that the Directors shall have previously admitted his right to vote at such meeting in respect thereof or that not less than 48 hours before the time of the holding of the meeting or adjourned meeting (as the case may be) at which he proposes to vote he shall have satisfied the Directors of his right to be registered as the holder of such shares.
A member in respect of whom an order has been made by any competent court or official on the ground that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs may vote, whether on a show of hands or on a poll, by any person authorised in such circumstances to do so on his behalf and such person may, on a poll, vote by proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be delivered at the Office, or at such other place as is specified sent to the Company in accordance with these Articles for the deposit the instructions contained in the notice of meeting or in any instrument of proxy for the sending of instruments of proxy, not less than the last time at which a valid instrument of proxy could be so delivered sent.
No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting or rearranged meeting or poll at which the vote objected to is given or tendered, and every vote not disallowed at such meeting or poll shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

81A. If any member is required under the Listing Rules to abstain from voting on any particular resolution or to vote only for or only against any particular resolution, any vote cast by or on behalf of such member in contravention of such requirement shall not be counted.

PROXIES

Any member entitled to attend and vote at a general meeting shall be entitled to appoint another person (who need not be a member of the Company) as his proxy to attend and vote instead of him. A member may appoint separate proxies to represent respectively such number of the shares held by him as may be specified in the instruments appointing them.
The instrument appointing a proxy:

(a) shall be in any usual or common form or in any other form which the Directors may approve;

III-19

(b) shall be deemed to confer authority upon the proxy to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks fit provided that any form issued to a member for use by him for appointing a proxy to attend and vote at an extraordinary general meeting or at an annual general meeting at which special business (determined as provided in Article 67) is to be transacted shall be such as to enable the member, according to his intention, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise his discretion in respect of) each resolution dealing with any such special business; and

(c) unless the contrary is stated therein, shall be valid as well for any adjournment of the meeting as for the meeting to which it relates.

The instrument appointing a proxy shall be in writing under the hand of the appointor, or his duly authorised attorney in writing, or if such appointor be a corporation, then either under its common seal, or signed by some officer, attorney or other person duly authorised in that behalf.
The instrument appointing a proxy and, if required by the Directors, 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 deposited at the Office or at such other place as is specified sent to the Company in accordance with the instructions contained in the notice of meeting or in any instrument of proxy issued by the Company, in relation to the meeting, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting or the rearranged meeting or, in the case of a poll taken more than 48 hours after it was demanded, not less than 24 hours before the time appointed for the taking of the poll at which the person named in such instrument proposes to attend and vote; otherwise the person so named shall not be entitled to attend the meeting and to vote in respect thereof. In calculating the above-mentioned periods, no account is to be taken of any part of a day that is a public holiday. No instrument appointing a proxy shall be valid except for the meeting mentioned therein and any adjournment or rearrangement thereof. Delivery of an 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.
A vote given or poll demanded in accordance with the terms of an instrument of proxy or power of attorney or by the duly authorised representative of a corporation shall be valid notwithstanding the previous death or mental disorder of the principal, or the revocation of the instrument of proxy or power of attorney or of the authority of the person voting or demanding a poll, or the transfer of the shares in respect of which the vote is given, unless intimation in writing of the death, mental disorder, revocation or transfer shall have been received at by the Company Office, or such other place as is referred to in Article 85, not less than 24 hours before the time appointed for holding the meeting or adjourned meeting or rearranged meeting or the taking of the poll at which the vote is given.
Any corporation which is a member of the Company 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 at any meeting of any class of members of the Company, 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 of the Company; references in these Articles to a member present in person at a meeting shall, unless the context otherwise requires, include a corporation which is a member represented at the meeting by such duly authorised representative.

DIRECTORS

Unless and until otherwise determined by an ordinary resolution of the Company, the number of Directors shall not be subject to any maximum limit but shall not be less than three.

III-20

A Director shall not be required to hold any shares in the Company. A Director who is not a member of the Company shall nevertheless be entitled to attend and speak at general meetings of the Company and of any class of members of the Company.

APPOINTMENT, ROTATION AND REMOVAL OF DIRECTORS

Subject to the provisions of these Articles and the Ordinance, 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 Board.
The Directors shall have power at any time and from time to time to appoint any other 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 following annual general meeting of the Company and shall then be eligible for re-election.
The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as the number of Directors is reduced below the number fixed by or pursuant to the provisions of Article 123 as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number.
All Directors shall retire at the third annual general meeting following their election by ordinary resolution. A retiring Director shall be eligible for re-election.
Subject to the provisions of these Articles, the Company at the meeting at which a Director retires in manner aforesaid may fill the vacated office by electing a person thereto and in default the retiring Director shall, if willing to continue to act, be deemed to have been re-elected, unless at such meeting it shall be expressly resolved not to fill such vacated office or unless a resolution for the re-election of such Director shall have been put to the meeting and lost.
No person, other than a retiring Director, shall, unless recommended by the Directors for election, be eligible for election to the office of Director at any general meeting, unless during a period of seven days commencing on and including the day after the despatch of the notice of the meeting there the Company shall have been left at the Office received notice in writing signed by some member (not being the person to be proposed) duly entitled to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed by that person of his willingness to be elected.
The Company may by ordinary resolution remove any Director before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between him and the Company (but without prejudice to any claim which such Director may have for damages for any breach of any contract of service between him and the Company) and may, if thought fit, by ordinary resolution, appoint another person in his stead.

DISQUALIFICATION OF DIRECTORS

Without prejudice to the provisions for retirement by rotation hereinafter contained, the office of a Director shall be vacated if:-

(a) he becomes bankrupt or has a receiving order made against him or makes any arrangement or composition with his creditors generally;

III-21

(b) he becomes of unsound mind or a patient for any purpose of any statute relating to mental health and the Board resolves that his office is vacated;

(c) he absents himself from the meetings of the Board during a continuous period of six months without special leave of absence from the Board, and his Alternate Director (if any) shall not during such period have attended in his stead, and the Board passes a resolution that he has by reason of such absence vacated his office;

(d) he becomes prohibited by law from being a Director;

(e) he ceases to be a Director by virtue of the Ordinance or is removed from office pursuant to these Articles;

(f) he is requested by notice in writing by all his co-Directors to resign;

(g) having been appointed to an office under Article 120, he is dismissed or removed therefrom pursuant to that Article; or

(h) by notice in writing delivered to the Office he resigns his office.

No Director shall be required to vacate office or be ineligible for re-election or re-appointment as a Director, and no person shall be ineligible for appointment as a Director, by reason only of his having attained any particular age.

ALTERNATE DIRECTORS

Each Director may at any time appoint any person to act as his Alternate Director in his place during his absence and may at his discretion remove from office any such Alternate Director. If such person is not another Director, such appointment, unless previously approved by the Directors, shall have effect only upon and subject to being so approved. Any appointment or removal of an Alternate Director shall be effected by an instrument in writing delivered at the Office and signed by the Director appointing or removing the Alternate Director. An Alternate Director shall (if his appointor so requests and except when absent from Hong Kong, for which purpose he shall be deemed absent from Hong Kong on any day if he has given to the Secretary notice of his intention to be absent from Hong Kong for any period including such day and has not revoked such notice) be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all the functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he (instead of his appointor) were a Director.
Every person acting as an Alternate Director shall have one vote for each Director he represents, in addition to his own vote if he is a Director, but he shall not be counted more than once in the quorum. If his appointor is for the time being absent from Hong Kong or otherwise not available, his signature to any resolution in writing of the Directors shall be effective as the signature of his appointor. To such extent as the Directors may from time to time determine with regard to any committees of the Directors, the foregoing provisions of this Article shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An Alternate Director shall not, save as aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles.
An Alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements with the Company and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director, but he shall not be entitled to receive from the

III-22

Company in respect of his appointment as Alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.

An Alternate Director shall ipso facto cease to be an Alternate Director if his appointor ceases for any reason to be a Director provided that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment made by him pursuant to Article 99 which was in force immediately before his retirement shall remain in force as though he had not retired.

DIRECTORS' REMUNERATION AND EXPENSES

The Directors shall be entitled to receive remuneration by way of fees for their services such sum as the Board shall from time to time determine (not exceeding such aggregate sum as the Company in general meeting shall from time to time authorise), such sum, unless otherwise directed by the resolution by which it is voted, to be divided amongst paid to the Directors in such proportions and in such manner as the Board may agree and, failing agreement, divided equally except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. The foregoing provisions shall not apply to a Director who holds any salaried employment or office in the Company except in the case of sums paid in respect of Directors' fees.
The Directors shall also be entitled to be repaid all travelling, hotel and other expenses reasonably incurred by them respectively in or about the performance of their duties as Directors, including their expenses of travelling to and from Board meetings, committee meetings, general meetings or separate meetings of the holders of any class of shares or debentures of the Company or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors.
If by arrangement with the Board any Director goes or resides outside the jurisdiction in which he normally resides for any purposes of the Company or performs any services which in the opinion of the Board go beyond his ordinary duties as a Director, the Board may pay him special remuneration as the Board may determine in addition to any fees or ordinary remuneration as a Director, and such special remuneration may be made payable by lump sum or by way of salary, commission, participation in profits or otherwise as may be arranged.
Notwithstanding the foregoing Articles 103, 104 and 105, the remuneration of a Managing Director, Joint Managing Director, Deputy Managing Director or other Executive Director or a Director appointed to any other office in the management of the Company shall from time to time be fixed by the Directors and may be made payable by way of salary, commission, participation in profits or otherwise or by all or any of those modes and with such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Directors may from time to time decide. Such remuneration shall be in addition to his fees or ordinary remuneration as a Director.

POWERS OF DIRECTORS

The business of the Company shall be managed by Directors who, in addition to the powers and authorities by these Articles expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not by the Ordinance or by these Articles expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Ordinance and of these Articles and to any regulations from time to time made by the Company in general meeting, being not

III-23

inconsistent with such provisions or these Articles, provided that no regulations so made shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. The general power given by this Article shall not be limited or restricted by any special authority or power given to the Directors by any other Article.

The Directors may from time to time appoint a general manager, a manager or managers of the Company and may fix his, its or their remuneration either by way of salary or commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes and may pay expenses reasonably incurred in respect of any of the staff of the general manager, manager or managers who may be employed by him or them upon the business of the Company. The appointment of such general manager, manager or managers may be for such period as the Directors may decide and the Directors may confer upon him or them all or any of the powers of the Directors as they may think fit. The Directors may enter into such agreement or agreements with any such general manager, manager or managers upon such terms and conditions in all respects as the Directors may in their absolute discretion think fit, including a power for such general manager, manager or managers to appoint an assistant manager or managers or other employees whatsoever under them for the purpose of carrying on the business of the Company.
The Directors may establish any local boards or agencies for managing any of the affairs of the Company, either in Hong Kong or elsewhere, and may appoint any persons to be members of such local boards, or any managers or agents for the Company, and may fix their remuneration, and may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Directors (other than their powers to make calls and to forfeit shares), with power to sub-delegate, and may authorise the members of any local boards, or any of them, to fill any vacancies therein, and to act notwithstanding vacancies, and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and the Directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
The Directors may from time to time and at any time by power of attorney or otherwise appoint any company, firm, partnership or person to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.
Subject to and to the extent permitted by the Ordinance, the Company, or the Directors on behalf of the Company, may cause to be kept in any territory a branch register of members for such territory, and the Directors may make and vary such regulations as they may think fit respecting the keeping of any such branch register.
All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time determine.
The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and to issue debentures, debenture stocks, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. Debentures, debenture stocks, bonds and other securities of the Company may be made assignable free from any equities between the Company and the person to whom the same

III-24

may be issued, and may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

The Directors shall cause a proper register to be kept, in accordance with the provisions of the Ordinance, of all mortgages and charges affecting the property of the Company and shall duly comply with the requirements of the Ordinance in regard to the registration of mortgages and charges therein specified and otherwise. If the Company issues a series of debentures or debenture stock not transferable by delivery, the Directors shall cause a proper register to be kept of the holders of such debentures in accordance with the provisions of the Ordinance. Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the members or otherwise, to obtain priority over such prior charge.

DIRECTORS' INTERESTS

Subject to the provisions of the Ordinance, no Director, Alternate Director or intended 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 is a member or otherwise in any way directly or indirectly interested be liable on that account to be avoided, nor shall any Director so contracting or being such member or so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office or the fiduciary relationship thereby established, but a Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall, if his interest in the contract or arrangement or proposed contract or arrangement is material, declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first taken into consideration, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general notice to the Board by a Director to the effect that (a) he is a member of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm or (b) he is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him, shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement; provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.
A Director shall not vote or be counted in the quorum in respect of any board resolution approving any contract or arrangement or proposed contract or arrangement in which he or any of his associates is materially interested, and if he shall do so his vote shall not be counted, but this prohibition shall not apply to:

(a) any contract or arrangement or proposed contract or arrangement for giving any Director or any of his associates any security or indemnity in respect of money lent by him or any of his associates or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries; and/or

(b) any contract or arrangement or proposed contract or arrangement for the giving by the Company of any guarantee, security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director himself or any of his associates has assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security; and/or

III-25

(c) any contract or arrangement or proposed contract or arrangement in relation to an offer or invitation of shares or debentures or other securities of or by the Company for subscription or purchase where the Director or any of his associates is or is to be interested as a participant in the underwriting or sub-underwriting of the offer or invitation; and/or

(d) any contract or arrangement or proposed contract or arrangement with any other company in which he or any of his associates is interested only as an officer of that other company; and/or

(e) any contract or arrangement or proposed contract or arrangement in relation to or concerning any other company in which the Director or any of his associates is interested, directly or indirectly, as a holder of shares or other securities of that company provided that the aggregate interest of such Director and his associates in such shares or securities is less than five per cent. of such issued shares or securities or the voting rights attaching to such issued shares or securities; and/or

(f) any contract or arrangement or proposed contract or arrangement in relation to or concerning the adoption, modification or operation of any employees' share scheme under which the Director or any of his associates may benefit.

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) no such Director shall be accountable 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 of the Company may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be or about to be appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid.
A Director of the Company may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or in which it may be interested as a vendor, shareholder or otherwise and no such Director shall be accountable for any remuneration, profit or other benefit received by him as a director or officer of or from his interest in such other company.
Subject to any independence requirements for directors under the Listing Rules, Any Director may act by himself or by his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, provided that nothing herein contained shall authorise a Director or his firm to act as the Auditors.

MANAGING DIRECTORS AND OTHER APPOINTMENTS

The Directors may from time to time appoint one or more of their number to be Managing Director, Joint Managing Director or Deputy Managing Director, or to hold such other employment or executive office in the management, administration or conduct of the business of the Company or place of profit under the Company, except that of the Auditors, as they may decide, and for such period (subject to the Ordinance) and upon such terms as to remuneration (whether by way of salary, commission, participation in profits or otherwise) and otherwise as the Directors shall think

III-26

fit, and the Directors may also from time to time revoke or terminate any of such appointments, but without prejudice to any claim for damages for breach of any contract of service between the Company and the Director.

A Managing Director or a Joint Managing Director (subject to the provisions of any agreement between him and the Company) shall be subject to the same provisions as to rotation, resignation and removal as the other Directors of the Company, and shall ipso facto and immediately cease to be Managing Director or Joint Managing Director if he shall cease to hold the office of Director.
The Directors may, from time to time, entrust to and confer upon any Managing Director, Joint Managing Director, Deputy Managing Director or Director holding any such other employment or executive office in the management, administration or conduct of the business of the Company or other place of profit under the Company, such of the powers exercisable under these Articles by the Directors as they may think fit, and may confer such powers for such time, and to be exercised for such objects and purposes, and upon such terms and conditions and with such restrictions as they may consider fit, and may confer such powers collaterally with, or in addition to, or to the exclusion of, or in substitution for, all or any of the powers of the Directors in that behalf, and may from time to time revoke, withdraw, alter or vary all or any of such powers, but no person dealing in good faith and without notice of such revocation, withdrawal, alteration or variation shall be affected thereby.

PROCEEDINGS OF DIRECTORS

Subject to the provisions of these Articles, the Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business; a single director shall not constitute a quorum. Until otherwise determined by the Board, three Directors shall constitute a quorum. A Director shall be deemed to be present in person at a meeting and will be entitled to vote and be counted in the quorum if he participates by telephone or any communication equipment or electronic means which allows all persons participating in the meeting to speak to and hear each other. Such meeting will be treated as taking place where most of the participants are or where the chairman of the meeting is if no more than one participant is in each place or if there are two or more places where most of the participants are. Matters to be decided upon at any meeting shall be determined by a majority of votes. In case of an equality of votes the chairman of the meeting shall have a second or casting vote. An Alternate Director shall be counted in a quorum but notwithstanding that an Alternate Director is also a Director or is an Alternate Director for more than one Director he shall for quorum purposes count as one Director. A Director may, and the Secretary, on the requisition of a Director, shall, at any time summon a meeting of the Directors.
Notice of a meeting of Directors shall be deemed to be duly given to a Director if it is given to him personally in writing or by word of mouth or sent to him at his last known address or any other address given by him to the Secretary for this purpose. A Director who is absent or intending to be absent from Hong Kong may request the Board that notices of Board meetings shall during his absence be sent to an address (inside or outside Hong Kong) given by him to the Company for this purpose but in the absence of any such request it shall not be necessary to give notice of a Board meeting to any Director who is for the time being absent from Hong Kong. A Director may consent to short notice of and may waive notice of any meeting and any such waiver may be prospective or retrospective.
The Directors may elect a Chairman and one or more Deputy Chairmen of the Board and determine the period (subject to the provisions of these Articles as to rotation of Directors) for which he is to hold office. If no such Chairman or Deputy Chairman is elected, or if at any meeting neither the Chairman nor any Deputy Chairman is present within ten minutes after the time appointed for holding the same, the Directors present shall choose one of their number to be chairman of such meeting.

III-27

A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Directors generally.
The Directors may, from time to time, appoint committees consisting of Directors or Alternate Directors or of such other persons as they think fit, and may delegate any of their powers, authorities and discretions to any such committee and, from time to time, revoke any such delegation and discharge any such committee wholly or in part. Any committee so appointed shall consist of not fewer than two members and, in the exercise of the powers, authorities and discretions so delegated, shall conform to any regulations that may, from time to time, be imposed upon it by the Directors.
The meetings and proceedings of any committee appointed under Article 127 shall be governed mutatis mutandis by the provisions of these Articles regulating the meetings and proceedings of the Directors, insofar as the same are not superseded by any regulations made by the Directors under the last preceding Article.
All acts done by such committee or by any person acting as a member of that committee in conformity with such regulations, and in fulfilment of the purposes for which it is appointed, but not otherwise, shall have the like force and effect, as if done by the Directors, and the Directors shall have power, with the consent of the Company in general meeting, to remunerate the members of any special committee, and charge such remuneration to the current expenses of the Company.
A resolution in writing signed by each Director entitled to vote on such resolution and presently in Hong Kong (or, subject to Article 99, their respective Alternate Directors), and being not fewer than three in number, or by all the members of a committee signifying each of their unqualified approval to such resolution shall be as effective for all purposes as a resolution of the Directors or, as the case may be, of such committee passed at a meeting duly convened, held and constituted. A written notification of confirmation of such resolution in writing sent by a Director or, as the case may be, committee member shall be deemed to be his signature to such resolution in writing for the purposes of this Article. Such resolution in writing may consist of several copies, each signed by one or more Directors, or, as the case may be, committee members.
All acts done bona fide by any meeting of the Directors or of a committee of Directors, or by any persons acting as Directors or as members of a committee, shall, notwithstanding that there was some defect in the appointment of any such Directors or persons acting as aforesaid, or that they or any of them were disqualified, or had vacated office, be as valid as if every such person had been duly appointed and was qualified and continued to be a Director or member of such committee.

MINUTES

The Directors shall cause minutes to be duly entered in books provided for the purpose:

(a) of all appointments of officers;

(b) of all the names of the Directors and any Alternate Director present at each meeting of the Directors and of any committee of Directors; and

Any such minutes of any meeting of the Directors, or of any committee, or of the Company, if purporting to be signed by the chairman of such meeting, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings of such meetings.

III-28

III-29

THE SEAL

The Directors 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 Directors authorised by the Directors in that behalf, and any instrument to which the Seal shall be affixed shall be signed by two Directors or by one Director and the Secretary or by one Director and some other person appointed by the Directors for the purpose: provided that the Directors may either generally or in any particular case or cases resolve (subject to such restrictions as to the manner in which the Seal may be affixed as the Board may determine) that such signatures or any of them may be affixed to certificates for shares or debentures or representing any other form of security by some mechanical means other than autographic to be specified in such resolution or that such certificates need not be signed by any person. Every instrument executed in the manner provided by this Article shall be deemed to be sealed and executed with the authority of the Directors previously given.
The Company may have:

(a) for use for sealing certificates for shares or other securities issued by the Company and other documents creating or evidencing any such shares or other securities, an official seal which is a facsimile of the common seal with the addition on its face of the word "securities", and no signature of any director, officer or any other person and no mechanical reproduction thereof shall be required on any such certificate or other document and so that every such certificate or other document to which such official seal is affixed shall be valid and shall be deemed to have been sealed and executed with the authority of the Directors notwithstanding the absence of any such signature or mechanical reproduction as aforesaid; and

(b) an official seal for use abroad under the provisions of the Ordinance, where and as the Directors shall determine, and the Company may by writing under the Seal appoint any agent or agents or committee or committees abroad to be the duly authorised agents of the Company for the purpose of affixing and using such official seal and may impose such restrictions on the use thereof as may be thought fit.

SECRETARY

The Directors shall appoint a Secretary for 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 Ordinance or these Articles required or authorised to be done by the Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by any assistant or deputy Secretary, or if there is no assistant or deputy Secretary capable of acting, by any officer of the Company authorised generally or specially in that behalf by the Board. In the event that the Secretary appointed is a corporation or other body, it may act and sign by the hand of any one or more of its Directors or officers duly authorised.
Any provision of the Ordinance or of these Articles requiring or authorising a thing to be done by a Director and the Secretary shall be not satisfied by its being done by the same person acting both as Director and as, or in place of, the Secretary.

RECORD DATES

Notwithstanding any other provision of these Articles, the Company or the Directors may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared, paid or made.

DIVIDENDS AND RESERVES

Subject to the provisions of the Ordinance, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no such dividend shall exceed the amount recommended by the Directors.
Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, and all dividends (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. For the purpose of this Article no amount paid up on a share in advance of calls shall be treated as paid up on the share.
The Directors may retain any dividends or other moneys payable on or in respect of a share on which the Company has a lien, and may apply the same in or towards satisfaction of the debts and liabilities in respect of which the lien exists. The Directors may deduct from any dividend payable to any member all sums of money (if any) presently payable by him to the Company on account of calls, instalments or otherwise.
No dividend shall be payable except out of profits or reserves of the Company available for distribution, and no dividend or other moneys payable on or in respect of a share shall bear interest as against the Company.
Any dividend (including an interim dividend) may be declared and/or paid in such currency or currencies as the meeting at which the dividend is declared shall determine. The Directors shall do all acts and things necessary or expedient to give effect to any such declaration including the conversion or reconversion of one or more currencies to another or others and, subject to these Articles, the procedure and provisions for payment as they think fit.
The Directors may, if they think fit, from time to time, declare and pay such interim dividends as appear to the Directors to be justified by the position of the Company. If at any time the share capital of the Company is divided into different classes the Directors may declare such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferred rights as well as in respect of those shares which confer on the holders thereof preferential or special rights in regard to dividend, and provided that the Directors act bona fide they shall not incur any responsibility to the holders of shares conferring a preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferred rights. The Directors may also declare and pay at half-yearly or at other suitable intervals to be settled by them any dividend which may be payable at a fixed rate if they are of the opinion that the position of the Company justifies the payment.
In respect of any dividend proposed to be paid or declared by the Directors or by the Company in general meeting, the Directors may further resolve either:

(a) THAT such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid provided that shareholders' holders of shares entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment. In such case, the following provisions shall apply:

(1) the basis of any such allotment shall be determined by the Directors;

(2) the Directors, after determining the basis of allotment, shall give not less than two weeks' notice in writing to the holders of shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place-address at which and the latest date and time by which

III-30

duly completed forms of election must be lodged-received by the Company in order to be effective;

(3) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

(4) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised ("the non-elected shares") and in lieu and in satisfaction thereof shares shall be allotted and credited as fully paid to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Directors shall capitalise and apply out of any part of any of the Company's reserves (including any share premium and undivided profit available for distribution) a sum equal to the aggregate nominal amount of the shares to be allotted on such basis and apply the same in paying up in full the appropriate number of unissued shares for allotment and distribution to and amongst the holders of the non-elected shares on such basis;

(b) THAT shareholders entitled to such dividend be entitled to elect to receive an allotment of shares credited as fully paid in lieu of the whole or such part of the dividend as the Directors may think fit. In such case, the following provisions shall apply:

(1) the basis of any such allotment shall be determined by the Directors;

(3) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

(4) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on shares in respect whereof the share election has been duly exercised ("the elected shares") and in lieu and in satisfaction thereof shares shall be allotted, credited as fully paid to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Directors shall capitalise and apply out of any part of any of the Company's reserves (including any share premium and undivided profit available for distribution) a sum equal to the aggregate nominal amount of the shares to be allotted on such basis and apply the same in paying up in full the appropriate number of unissued shares for allotment and distribution to and amongst the holders of the elected shares on such basis

and in either such case where the Directors shall resolve that part only of such dividend shall be subject to an election by the shareholders entitled thereto, the Directors may further resolve that the remaining part of such dividend not being subject to election as aforesaid shall be a separate dividend and in that event it shall be deemed to be a separate dividend for all purposes notwithstanding that it shall have originally been regarded as part of such dividend.

The shares allotted pursuant to the provisions of Article 144 shall rank respectively pari passu in all respects with shares then in issue save only as regards participation in:-

III-31

(a) the relevant dividend (or the right to receive or to elect to receive an allotment of shares in lieu thereof as aforesaid); or
(b) any other distributions or rights paid, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend

unless, contemporaneously with the announcement by the Directors of their proposal to apply the provisions of sub-clause (a) or (b) of Article 144 in relation to the relevant dividend or contemporaneously with their announcement of the distribution or rights in question, the Directors shall specify that the shares to be allotted pursuant to the provisions of Article 144 shall rank for participation in such distribution or rights.

The Directors may do all acts and things considered necessary or expedient to give effect to any capitalisation issue pursuant to the provisions of Article 144 with full power to the Directors to make such provisions as they think fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the members concerned). The Directors may authorise any person to enter into, on behalf of all members interested, an agreement with the Company providing for such capitalisation issue and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.
The Company may upon the recommendation of the Directors by special resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of Article 144 a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.
The Directors may on any occasion determine that rights of election and the allotment of shares under Article 144 shall not be made available or made to any shareholders with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of such rights of election or the allotment of shares would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.
All dividends unclaimed for one year after having become payable may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed, and all dividends unclaimed for six years after having become payable may be forfeited by the Directors and shall revert to the Company. The payment into a separate account of any moneys payable in respect of a dividend shall not constitute the Company a trustee in respect thereof for any person.
Notice of any dividend declared shall be given to each member in manner in which notices of general meetings are given to the members.
(a) Unless otherwise directed by the Directors, any dividend or other moneys payable in cash on or in respect of a share may will be paid to; by cheque or warrant sent through the post to the registered address of the member or person entitled thereto, or, in the case of joint holders, to the registered address of that one whose name stands first on the Register in respect of the joint holding, or addressed to such person at such address as the holder or joint holders shall direct. Every cheque or warrant so sent shall be made payable to the person to whom it is sent.

(1) the holder of that share;

III-32

(2) if the share is held by more than one person, whichever of the joint holders' names appears first in the Register;
(3) if the member is no longer entitled to the share, the person or persons entitled to it; or
(4) such other person or persons as the member (or, in the case of joint holders of a share, all of them) may direct,

who will be the "payee" for the purpose of this Article 151;

(b) Any dividend or other moneys payable on or in respect of any share may be paid by cheque, funds transfer system or such other electronic methods or a combination of methods as the Directors, in their absolute discretion, may decide. Different methods of payment may apply to different holders or groups of holders.
(c) The Company shall not be liable-or-responsible for any cheque-or-warrant-lost-in-transmission nor for any dividend or other moneys lost to the member or person entitled thereto by the forged endorsement of any cheque or warrant. Payment of the cheque or warrant by the banker on whom it is drawn loss in transmission, and payment by cheque or funds transfer system or electronic means or any other means by which the Directors have decided in accordance with these Articles shall be a good discharge to the Company.

Before recommending or determining a dividend the Directors may set aside any part of the net profits of the Company to one or more reserves, and may apply the same either by employing it in the business of the Company or by investing it in such manner as they shall think fit and the income arising from such reserves shall be treated as part of the profits of the Company. Such reserves may be applied for the purpose of maintaining the property of the Company, replacing wasting assets, meeting contingencies, forming an insurance fund, equalising dividends, paying special dividends, or for any other purpose for which the undivided profits of the Company may lawfully be used, and until the same shall be so applied it shall be deemed to remain undivided profit. The Directors may also resolve to carry forward as undivided profit any profit or balance of profit which they shall not think fit to divide or to place to reserve.
The Directors may at any time and from time to time resolve that any reserves or undivided profit representing capital profits arising from the realisation of any capital assets or any investments of the Company be distributed amongst the members on the footing that they receive the same as capital distributions in the proportions in which they would have been entitled to receive the same if it had been distributed in whole or in part by way of dividend.
Whenever the Directors or the Company in general meeting have resolved that a dividend or capital distribution be paid, made or declared, the Directors may further resolve that such dividend or capital distribution be satisfied wholly or in part by the distribution of specific assets of any kind, and in particular any shares or securities of any other company. The Directors may resolve to pay all or part of a dividend or other distribution payable in respect of a share by distributing non-cash assets of equivalent value (including, without limitation, shares or other securities in any company), provided always that no distribution shall be made which would amount to a reduction of capital except in the manner provided by law. For the purpose of giving effect to any such distribution as aforesaid the Directors may settle any difficulty which may arise in regard to the distribution as they think fit, and in particular (a) fixing the value of any assets; (b) paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients; and (c) vesting any assets in trustees may issue fractional certificates or authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution purposes of any such specific assets and may determine that cash payments shall be made to any member in whole or in part upon the footing of the value so fixed and the Directors may vest any such specific assets or cash in trustees as may seem expedient to the Directors.

III-33

A transfer of shares shall not pass the right to any dividend, capitalisation issue or capital distribution declared, made or paid thereon prior to the date of the registration of the transfer.

CAPITALISATION OF RESERVES

(a) Subject to and in accordance with the Ordinance, The Company in general meeting may, upon the recommendation of the Directors, 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 reserves or of its profit and loss account or otherwise available for distribution (and not required for the payment or provision of the dividend on any shares with a preferential right to dividend), and accordingly that such amount be set free for distribution amongst the members or class of members, who would have been entitled thereto if distributed by way of dividend and in the same proportions, 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 or debentures or other obligations of the Company to be allotted and distributed credited as fully paid to and amongst such members in the proportion aforesaid, or partly in one way and partly in the other; provided that for the purpose of this Article, any amount standing to the credit of share premium account or capital redemption reserve fund may only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid up shares. The Directors may apply such capitalised sum in paying up new shares (or, subject to any special rights previously conferred on any shares or class of shares, new shares of any class). The Company shall then allot such shares credited as fully paid to the entitled members or as they may direct.

(b) For the purposes of this Article 156:

(1) if the Directors decide to apply any capitalised sum in paying up new shares (or, subject to any special rights previously conferred on any shares or class of shares, new shares of any class); and

(2) if the Company holds treasury shares on the relevant date when entitlement is determined,

then the Company, notwithstanding the definition of members in the Ordinance, shall be treated as an entitled member and all shares held by it as treasury shares (in any class of shares) shall be included in determining the proportions in which the capitalised sum is set aside for the allotment of such new shares.

Whenever such a resolution as aforesaid shall have been passed the Directors shall make all appropriations and applications of the reserves or profits or other amounts resolved to be capitalised thereby, and all allotments and issues of fully paid shares, debentures, or other obligations and generally shall do all acts and things required to give effect thereto.
Where any difficulty arises in regard to giving effect to any such resolution as aforesaid, the Directors may settle the same as they think fit, and in particular may issue fractional certificates, and may determine that cash payments shall be made to any members in lieu of fractional certificates or that fractions of such value as the Directors may determine may be disregarded in order to adjust the rights of all parties. The Directors may appoint any person to sign on behalf of the persons entitled to participate in such distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon all concerned, and the contract may provide for the acceptance by such persons of the shares, debentures or other obligations to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalised.

III-34

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

(a) as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Article) maintain in accordance with the provisions of this Article a reserve (the "Subscription Right Reserve") the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the difference between the subscription price and the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (c) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Right Reserve in paying up in full such difference in respect of such additional shares as and when the same are allotted;

(b) the Subscription Right Reserve will not be used for any purpose other than that specified above unless all other reserves of the Company (other than share premium account and capital redemption reserve fund) have been extinguished and will then only be used to make good losses of the Company if and so far as is required by law;

(c) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:

(i) the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and

(ii) the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par;

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

(d) if upon the exercise of the subscription rights represented by any warrant the amount standing to the credit of the Subscription Right Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Directors shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by law, share premium account and capital redemption reserve fund) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue. Pending such payment up and allotment, the exercising warrantholder shall be issued

III-35

by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Directors may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate.

(deleted) Shares allotted pursuant to the provisions of Article 159 shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in Article 159 no fraction of any share shall be allotted on exercise of the subscription rights.
(deleted) The provisions of Article 159 as to the establishment and maintenance of the Subscription Right Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating, the provisions for the benefit of any warrantholder or class of warrantholders under this Article without the sanction of a special resolution of such warrantholders or class of warrantholders.
(deleted) A certificate or report by the Auditors of the Company as to whether or not the Subscription Right Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Right Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Right Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

ACCOUNTS AND AUDITORS

The Directors shall cause proper books of account to be kept with respect to all sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place, and of the property, assets, credits and liabilities of the Company and all other matters required by the Ordinance or necessary to give a true and fair view of the state of the Company's affairs and to show and explain its transactions, in accordance with the Ordinance.
The books of account and records shall be kept at the Office or at such other place as the Directors think fit and shall always be open to the inspection of the Directors. The Directors shall from time to time determine whether and to what extent, at what times and places and under what conditions or regulations, the books of account and records of the Company, or any of them, shall be open to the inspection of the members not being Directors, and no member (not being a Director) shall have any right of inspecting any book of account or record of the Company, except as conferred by the Ordinance or authorised by the Directors or by the Company in general meeting.
(a) The Board shall from time to time in accordance with the provisions of the Ordinance cause to be prepared and laid before the Company at its annual general meeting the relevant financial reporting documents.

(b) In accordance with the Ordinance, The Company shall, subject to paragraph (c) below, send to every entitled person member a copy of the relevant financial reporting documents for the financial year or (subject to compliance with applicable law) of the summary financial report, in each case not less than twenty-one days before the date of the general meeting before which the relevant financial documents shall be laid.

III-36

(c) Where, in accordance with applicable law, any entitled person (in this paragraph a "Consenting Person") has agreed or is deemed to have agreed to treat the publication of any relevant financial documents and/or any summary financial report (as the case may be) on a computer network (including the Company's website) or the publication or distribution of any relevant financial documents and/or any summary financial report (as the case may be) in any other manner, including by way of any other form of electronic communication, as discharging the Company's obligation under paragraph (b) to send a copy of the relevant financial documents and/or the summary financial report (as the case may be) to such person, then the publication by the Company on a computer network (including the Company's website) of the relevant financial documents and/or the summary financial report (as the case may be) not less than twenty-one days before the date of the relevant general meeting or the publication or distribution by the Company of the relevant financial documents and/or the summary financial report (as the case may be) in such other manner for such period or on or before such date as is permitted under applicable law shall, in relation to that Consenting Person, be deemed to discharge the Company's obligations under paragraph (b).

Auditors shall be appointed and their duties regulated in the manner provided by the Ordinance. Subject as otherwise provided by the Ordinance the remuneration of the Auditors shall be fixed by the Company in general meeting or in such manner as the Company in general meeting may determine.

NOTICES

(a) Any notice, or document or information to be given or issued sent by or on behalf of the Company to any entitled person under these Articles or any laws, rules or regulations (including any "corporate communication" within the meaning ascribed thereto in the Listing Rules, together referred to as "Corporate Communications" in these Articles) shall be in writing and may, subject to and to the extent permitted by and in accordance with applicable law, be served on or sent or delivered to any member or other entitled person by the Company: the Ordinance and the Listing Rules, be sent:

(1) in hard copy form;
(2) in electronic form;
(3) by electronic means; or
(4) by making it available on the Company's website.

(b) Subject to the Ordinance and the Listing Rules, the Company may send all types of Corporate Communications to any member or other intended recipient:

(1i) personally;
(2ii) by sending it through the post in a properly-prepaid letter, envelope or wrapper properly addressed to a member at his registered address as appearing in the Register (or in the case of any other entitled personintended recipient, to such address as he may provide to the Company for that purpose);
(3iii) by delivering it to or leaving it at such address as aforesaid;
(4iv) by publishing it by way of advertisement in one or more newspapers;

III-37

(5v) by sending it in as an electronic communication to the entitled person concerned form at such address as he may provide to the Company in writing for that purpose;

(6vi) by publishing it on a computer network (including the Company's making it available on a website) or other permitted means; or

(7vii) by any other means authorised—agreed in writing by the entitled person concerned member or intended recipient,

in each case in accordance with the requirements and, if required, subject to the satisfaction of all conditions set out or prescribed in the Ordinance and the Listing Rules from time to time.

A member shall be entitled to have notices served on Corporate Communications sent to him at any address within Hong Kong or elsewhere. Any member 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 shall be deemed to have received any notice which shall have been displayed at the Office and shall have remained there for the period of twenty-four 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.
Any notice or document (including any "corporate communication" within the meaning ascribed thereto in the Listing Rules) given or issued Corporate Communication sent by or on behalf of the Company:

(a) if sent by post, shall be deemed to have been served or delivered sent on the day following that on which the envelope or wrapper containing the same was put in the post, and in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document Corporate Communications was properly addressed and put into the post with the postage prepaid (airmail if posted from Hong Kong to an address outside Hong Kong);

(b) if not sent by post but left by the Company at the registered address of a member or at the address (other than an address for the purposes of electronic communications in electronic form) notified to the Company in accordance with these Articles by another entitled person not being a member, shall be deemed to have been served or delivered sent on the day it was so left;

(c) if sent in as an electronic form or by making it available on the Company's website, in each case communication, shall be deemed to have been sent in the manner permitted in the Ordinance and the Listing Rules; and served on the day following that on which it was sent and proof that the address provided by the entitled person concerned to the Company in writing for the purposes of electronic communications was used for sending the electronic communication containing the notice or document shall be conclusive evidence that the notice or document was served or delivered;

(d) if published on a computer network (including the Company's website), shall be deemed to have been served on the day on which the notice of such publication is served on or delivered to the entitled person concerned or where no notice of such publication is required by law to be served on or delivered to the entitled person concerned, the day on which the notice or document first appears on the computer network concerned; and

(eid) if served, sent, supplied or delivered by any other means authorised agreed in writing by the entitled person concerned intended recipient, shall be deemed to have been served,

III-38

received, or delivered when the Company has carried out the action it has been authorised to take agreed for that purpose.

Any person who, by operation of law, transfer or other means whatsoever, shall become entitled to any share shall be bound by every notice Corporate Communication in respect of such share which, previously to his name and address being entered in the Register, shall have been duly given to the person from whom he derives his title to such share.
A notice or document may be given Corporate Communication may be sent by or on behalf of the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a member in such manner as provided in Article 167 in which the same might have been given sent if the death, mental disorder or bankruptcy had not occurred.
Any Corporate Communication notice or document delivered or sent to any member in such manner as provided in Article 167 shall, notwithstanding such member be then deceased or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served sent in respect of any shares held by such member, 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 Corporate Communication on his executors, administrators or assigns and all persons (if any) jointly interested with him in any such share.
Save as otherwise expressly permitted in these Articles or the Ordinance. Any summons, notice, order or other document or information required to be sent to or served upon the Company, or upon any officer of the Company, may be sent or served by leaving the same or sending it through the post in a prepaid letter, envelope or wrapper, properly addressed to the Company or to such officer at the Office.

173A. The Directors may from time to time specify the form and manner in which a notice, document or information may be sent to the Company by electronic means, including designating one or more electronic address(es) or an electronic platform for the receipt of the notice, document or information by electronic means. A notice, document or information may be sent to the Company by electronic means only if it is sent in accordance with the requirements specified by the Directors.

173B. Where the Company permits a notice, document or information to be sent to the Company by electronic means and these Articles require such notice, document or information to be signed or authenticated by a member or other person, the Directors may prescribe such procedures as they think fit for verifying the authenticity or integrity of the notice, document or information. Any such notice, document or information must be signed or sufficiently authenticated in accordance with the prescribed requirements and procedures, failing which it shall be deemed not to have been received by the Company.

(a) The signature to any notice or document Corporate Communication by the Company may be written, printed or, to the extent permitted by and in accordance with applicable law, made electronically.

(b) To the extent permitted by and in accordance with applicable law, any Corporate Communication, may be sent notice or document, including but not limited to the documents referred to in Article 165 and any "corporate communication" within the meaning ascribed thereto in the Listing Rules, may be given by the Company in the English language only, in the Chinese language only or in both the English language and the Chinese language.

(blank)

In reckoning the period for any notice given sent under these Articles, the day on which notice is served sent or deemed to be served sent and the day for which such notice is given sent shall be excluded.

176A. Each member shall notify in writing to the Company the person's address for receiving Corporate Communications in hard copy form, in electronic form or other agreed form when there is a change.

176B. (a) The Company shall not be required to send Corporate Communications to a member who has not sent to the Company an address for receiving such communications.

(b) Subject to the Ordinance and the Listing Rules, a member ceases to be entitled to receive Corporate Communications if:

(1) the Company sends two consecutive Corporate Communications to the member over a period of at least twelve months; and

(2) each of those communications is returned undelivered, or the Company receives notification that it has not been delivered.

(c) A member who has ceased to be entitled to receive Corporate Communications from the Company becomes entitled to receive those communications again by sending the Company:

(1) an address to be recorded in the Register; or

(2) if the member has agreed that the Company should use a means of communication other than sending things to such an address, the information that the Company needs to use that means of communication effectively.

176C. Nothing in Articles 167 to 174 and Article 176B shall affect any provision of the Ordinance or the Listing Rules that requires or permits any particular Corporate Communications to be sent in any particular manner.

INFORMATION

No member (not being a Director) shall have any right to require information in respect of the Company's trading and other activities or any matter which is or may be in the nature of a trade secret or secret process relating to the conduct of the business of the Company, except as conferred by law or authorised by the Directors or by the Company in general meeting.

WINDING UP

If the Company shall be wound up, the surplus assets remaining after payment to all creditors shall be divided among the members in proportion to the capital paid up on the shares held by them respectively, and if such surplus assets shall be insufficient to repay the whole of the paid up capital, they 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 on the shares held by them respectively, but all subject to the rights of any shares which may be issued on special terms or conditions.
If the Company shall be wound up (whether the liquidation is voluntary, under supervision or by the court) the liquidator may, with the sanction of a special resolution and any other sanction required by the Ordinance, divide among the members in specie or kind the whole or any part of the assets of the Company and whether the assets shall consist of property of one kind or shall consist of

III-40

properties of different kinds and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members and the members within each class. The liquidator may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other assets upon which there is a liability.

In the event of a winding up of the Company every member of the Company who is not for the time being in Hong Kong shall be bound, within fourteen days after the passing of an effective resolution to wind up the Company voluntarily, or within the like period after 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 upon whom all summonses, notices, processes, 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 shall be deemed to be a 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 advertising in the Hong Kong Government Gazette 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 served on the day on which the advertisement appears or the letter is posted.

INDEMNITY

Subject to the provisions of and so far as may be consistent with the Ordinance but without prejudice to any indemnity to which he may be otherwise entitled, every Director, Secretary or other officer and the Auditors of the Company shall be entitled to be indemnified out of the assets of the Company against all costs, charges, expenses, losses and liabilities which he may sustain or incur in or about the execution and/or discharge of his duties and/or the exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office including (without prejudice to the generality of the foregoing) any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.

III-41

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

Names, Addresses and Descriptions of Initial Subscribers	Initial Number of Shares taken by each Subscriber
for and on behalf of
B & S INDUSTRIES LIMITED
H.J.C. BROWNE,
Director
Body Corporate	One
for and on behalf of
THE TAIKOO DOCKYARD & ENGINEERING
COMPANY OF HONG KONG LIMITED
J.H. BREMRIDGE,
Director
Body Corporate	One
Total Number of Shares Taken	Two
Initial Paid-up Share Capital of the Company	HK$20

Dated the 1st day of November, 1972

III-42

AGM-1

SWIRE PROPERTIES LIMITED

太古地產有限公司

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an ordinary general meeting of the shareholders of Swire Properties Limited, being the annual general meeting for 2026, will be held at the Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 12th May 2026 at 9:00 a.m. to receive the report of the Directors and the audited financial statements for the year ended 31st December 2025 and:

to re-elect Directors;
to re-appoint auditors and authorise the Directors to fix their remuneration;

and to consider and, if thought fit, to pass the following resolutions:

Ordinary Resolutions

3. THAT:

(a) subject to paragraph (b), the exercise by the Directors during the Relevant Period of all the powers of the Company to make on-market share buy-backs (within the meaning of the Code on Share Buy-backs) be approved;

(b) the aggregate number of shares which may be bought back pursuant to the approval in paragraph (a) above shall not exceed 10 per cent of the number of shares in issue at the date of passing this Resolution; and

“Relevant Period” means the period from the passing of this Resolution until the earliest of:

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

(ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

(iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting;

references to “shares” include securities which carry a right to subscribe for or purchase shares; and

treasury shares shall be excluded from the calculation of the number of shares of the Company in issue.

4. THAT:

(a) subject to paragraph (b), the exercise by the Directors during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares and to make or grant offers, agreements and options which will or might require the exercise of such powers during or after the end of the Relevant Period be approved;

(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares, shall not exceed 20 per cent of the number of shares in issue at the date of passing this Resolution provided that the aggregate number of shares so allotted (or so agreed conditionally or unconditionally to be

allotted) pursuant to this Resolution wholly for cash (otherwise than pursuant to (i) a Rights Issue or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares) shall not exceed 5 per cent of the number of shares in issue at the date of passing this Resolution; and

“Relevant Period” means the period from the passing of this Resolution until the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and
(iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting;

“Rights Issue” means an offer of shares to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong);

treasury shares shall be excluded from the calculation of the number of shares of the Company in issue; and

any reference to an allotment, issue, grant or offer of, or dealing with, shares of the Company shall include a sale or transfer of treasury shares of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for shares of the Company) to the extent permitted by, and subject to the provisions of, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all applicable laws and regulations.

Special Resolution

THAT the new Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be and are hereby approved and adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association of the Company.

By Order of the Board

SWIRE PROPERTIES LIMITED

太古地產有限公司

Bernadette Lomas

Company Secretary

Hong Kong, 9th April 2026

AGM-3

Notes:

Any member entitled to attend and/or vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and/or vote instead of him/her. A proxy need not be a member of the Company.
All forms of proxy must be deposited with the Company's share registrars, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for the meeting or any adjourned meeting thereof. In calculating the period mentioned for depositing the form of proxy, no account is to be taken of any part of a day that is a public holiday.
The register of members will be closed from 7th May 2026 to 12th May 2026, both days inclusive. The record date for determining the eligibility of shareholders to attend and vote at the annual general meeting is Tuesday, 12th May 2026. In order to be entitled to attend and vote at the annual general meeting, all transfers should be lodged with the Company's share registrars, Computershare Hong Kong Investor Services Limited, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 6th May 2026.
The Directors who will retire are Thomas Choi, Raymond Lim and May Wu. Separate resolutions will be proposed for their re-election.
Each of the resolutions set out in this notice will be voted on by poll.
If a Typhoon Warning Signal No. 8 or above is hoisted or a Black Rainstorm Warning is in force in Hong Kong, or "extreme conditions" are announced by the Hong Kong Government at any time between 6:00 a.m. to 9:00 a.m. on the date of the annual general meeting, the meeting may be postponed to a later date and/or time as determined by the Company. If the meeting is postponed, the Company will, as soon as practicable, post an announcement on the websites of both the Stock Exchange (www.hkexnews.hk) and the Company (www.swireproperties.com) to notify shareholders of the postponement (however, a failure to post such a notice shall not affect the postponement of such meeting). Shareholders may also call the share registrars' hotline on (852) 2862 8688 for enquiries. When the date, time and location of the rescheduled meeting have been fixed, the Company will post a further announcement on its website and on the website of the Stock Exchange to notify shareholders of such information.
Shareholders with disabilities are requested to indicate in advance whether, because of their disabilities, they need special arrangements to assist them in participating at the meeting.
The Company may announce further updates on the annual general meeting arrangement on the Company's website (www.swireproperties.com) as and when appropriate.

الخارجية. وقدْ كان من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من

AI assistant

Swire Properties Limited — Proxy Solicitation & Information Statement 2026

50311_rns_2026-04-08_bb877582-7515-48d2-a206-c6d424668c8a.pdf

Executive Directors:

Non-Executive Directors:

Independent Non-Executive Directors:

Registered Office:

NOTICE OF ANNUAL GENERAL MEETING

GENERAL MANDATES

RE-ELECTION OF DIRECTORS

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

APPENDIX II

A. Conduct of general meetings

B. Further expansion of the paperless listing regime

C. Changes introduced by the Companies Ordinance

THE OFFICE

SHARES

JOINT HOLDERS OF SHARES

SHARE CERTIFICATES

LIEN

CALLS ON SHARES

FORFEITURE OF SHARES

TRANSFER OF SHARES

TRANSMISSION OF SHARES

STOCK (deleted)

INCREASE OF CAPITAL (deleted)

ALTERATIONS OF SHARE CAPITAL

MODIFICATION OF RIGHTS

GENERAL MEETINGS

NOTICE OF GENERAL MEETINGS

PROCEEDINGS AT GENERAL MEETINGS

VOTING

VOTES OF MEMBERS

PROXIES

DIRECTORS

APPOINTMENT, ROTATION AND REMOVAL OF DIRECTORS

DISQUALIFICATION OF DIRECTORS

ALTERNATE DIRECTORS

DIRECTORS' REMUNERATION AND EXPENSES

POWERS OF DIRECTORS

DIRECTORS' INTERESTS

MANAGING DIRECTORS AND OTHER APPOINTMENTS

PROCEEDINGS OF DIRECTORS

MINUTES

THE SEAL

SECRETARY

RECORD DATES

DIVIDENDS AND RESERVES

CAPITALISATION OF RESERVES

ACCOUNTS AND AUDITORS

NOTICES

INFORMATION

WINDING UP

INDEMNITY

SWIRE PROPERTIES LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Ordinary Resolutions

3. THAT:

4. THAT:

Special Resolution

Notes:

More from Swire Properties Limited

Swire Properties Limited Proxy Solicitation & Information Statement 2026