THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Vision Values Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

VISION VALUES HOLDINGS LIMITED 遠見控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 862)

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION AND ADOPTION OF NEW MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting to be held at 10th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 23 February 2023 at 11:00 a.m. is set out on pages 136 to 140 of this circular.

Whether or not you are able to attend the meeting in person, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting at the meeting (or any adjournment thereof) should you so wish.

19 January 2023

			Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . . . .	1
PRECAUTIONARY MEASURES AT THE AGM . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER	FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . .	5
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	Re-election of retiring Directors . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . .	6
3.	General Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	Proposed amendments to the Memorandum of Association and
	Articles of Association and proposed adoption of the New
	Memorandum of Association and Articles of Association . . . . . . . . . . . . . . . . .		7
5.	Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Closure of Register of members . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . .	8
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . .	9
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . .	9
10.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I – PARTICULARS OF RETIRING DIRECTORS
	STANDING FOR RE-ELECTION	. . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II – EXPLANATORY STATEMENT FOR
	THE REPURCHASE MANDATE .	. . . . . . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX III – DETAILS OF THE PROPOSED
	AMENDMENTS TO THE MEMORANDUM OF
	ASSOCIATION AND ARTICLES OF ASSOCIATION . . . . . . . .		15
NOTICE	OF ANNUAL GENERAL MEETING . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . .	136

– i –

DEFINITIONS

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

‘‘AGM’’ the annual general meeting of the Company to be held at 10th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 23 February 2023 at 11:00 a.m.
‘‘Articles’’ or ‘‘Articles of the articles of association of the Company, as amended Association’’ from time to time
‘‘Board’’ the board of Directors
‘‘business day’’ has the meaning ascribed thereto under the Listing Rules
‘‘close associate(s)’’ has the meaning ascribed thereto under Chapter 1 of the Listing Rules
‘‘Company’’ Vision Values Holdings Limited (stock code: 862), a company incorporated in the Cayman Islands with limited liability, whose Shares are listed on the main board of the Stock Exchange

‘‘connected person’’ has the meaning ascribed thereto under Chapter 1 of the Listing Rules

‘‘Director(s)’’ the director(s) of the Company
‘‘Existing Memorandum of the memorandum of association and articles of association Association and Articles of of the Company, currently in force Association’’
‘‘General Mandates’’

collectively, the Issue Mandate and the Repurchase Mandate

‘‘Group’’ collectively, the Company and its subsidiaries
‘‘HK$’’ Hong Kong dollars, the lawful currency in Hong Kong
‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the People’s Republic of China

– 1 –

DEFINITIONS

‘‘Issue Mandate’’
a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and otherwise deal with new Shares in the manner as set out in the ordinary resolution numbered 4 of the Notice of AGM
‘‘Latest Practicable Date’’ 16 January 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange
‘‘Memorandum’’ or ‘‘Memorandum the memorandum of association of the Company, as of Association’’ amended from time to time
‘‘New Memorandum of Association and Articles of Association’’
the amended and restated memorandum of association and the amended and restated articles of association of the Company incorporating and consolidating all the Proposed Amendments, proposed to be adopted by the Company at the AGM
‘‘Notice of AGM’’ the notice convening the AGM as set out on pages 136 to 140 of this circular
‘‘Proposed Amendments’’ the proposed amendments to the Existing Memorandum of Association and Articles of Association
‘‘Repurchase Mandate’’ a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to repurchase Shares in the manner as set out in the ordinary resolution numbered 5 of the Notice of AGM
‘‘SFO’’ the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
‘‘Share Capital’’ the issued ordinary share capital of the Company
‘‘Shareholder(s)’’ holder(s) of the Share(s)
‘‘Share(s)’’ the ordinary shares in the Share Capital of the Company, which are listed on the Stock Exchange
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

– 2 –

DEFINITIONS

‘‘Takeovers Code’’ the issued amended, to time ‘‘%’’ per cent

the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission as amended, supplemented or otherwise modified from time to time

– 3 –

PRECAUTIONARY MEASURES AT THE AGM

To safeguard the health and safety of the Shareholders and to prevent the spreading of the COVID-19 pandemic, attendees of the AGM are required to wear surgical face masks and there will be no provision of refreshments or drinks or corporate gifts at the AGM. Attendees of the AGM who do not wear surgical face masks or are subject to any Government of Hong Kong prescribed quarantine may be denied entry to the AGM venue as permitted by the applicable laws of Hong Kong.

To the extent permitted under the laws of Hong Kong, the Company reserves the right to limit the number of attendees at the AGM venue. The number of attendees allowed in the AGM venue is subject to the latest requirements and restrictions under the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Chapter 599G of the Laws of Hong Kong).

Shareholders who would like to physically attend the AGM will be admitted to the AGM venue on a ‘‘first-come-first-served’’ basis.

In the interest of all stakeholders’ health and safety, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using forms of proxy with voting instructions inserted, Shareholders may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

– 4 –

LETTER FROM THE BOARD

VISION VALUES HOLDINGS LIMITED 遠見控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 862)

Executive Directors: Mr. Lo Lin Shing, Simon (Chairman) Mr. Ho Hau Chong, Norman Ms. Yvette Ong Mr. Lo, Rex Cze Kei Mr. Lo, Chris Cze Wai

Independent Non-executive Directors: Mr. Tsui Hing Chuen, William JP Mr. Lau Wai Piu Mr. Lee Kee Wai, Frank

Registered office: Third Floor, Century Yard, Cricket Square, P.O. Box 902, Grand Cayman, KY1-1103, Cayman Islands

Head office and principal place of business in Hong Kong: Unit 902, 9th Floor Shui Hing Centre 13 Sheung Yuet Road Kowloon Bay Hong Kong 19 January 2023

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION AND ADOPTION OF NEW MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the AGM. The Notice of AGM is set out on pages 136 to 140 of this circular.

– 5 –

LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

At the AGM, Mr. Lo Lin Shing, Simon, Mr. Lo, Chris Cze Wai and Ms. Yvette Ong will retire from office in accordance with article 116 of the Articles of the Company and being eligible, offer themselves for re-election. Pursuant to Rule 13.74 of the Listing Rules, brief biographical and other details of the retiring Directors required under Rule 13.51(2) of the Listing Rules are set out in Appendix I.

Pursuant to Code Provision B.2.4 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules, the length of tenure of each independent non-executive Director who have served the Board for more than nine years is set out below:

		Length of Tenure
		as at Latest
Name	Date of Appointment	Practicable Date
Mr. Tsui Hing Chuen, William JP	8 September 2006	16 years
Mr. Lau Wai Piu	8 March 2007	15 years
Mr. Lee Kee Wai, Frank	27 April 2007	15 years

3. GENERAL MANDATES

The current general mandates granted to the Directors to issue and repurchase Shares will expire at the conclusion of the AGM. In order to provide flexibility and discretion to the Directors to issue new Shares and repurchase Shares, ordinary resolutions will be proposed at the AGM to grant to the Directors general mandates authorising them (i) to exercise the powers of the Company to allot and issue new Shares up to an amount not exceeding 20% of the Share Capital as at the date of the passing of such resolution; (ii) to repurchase Shares not exceeding 10% of the Share Capital as at the date of the passing of such resolution; and (iii) subject to the passing of the ordinary resolutions approving the General Mandates at the AGM, to extend the Issue Mandate by an amount representing the aggregate nominal amount of Shares repurchased by the Company pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, there were 3,924,190,467 Shares in issue. Subject to the passing of the ordinary resolutions to approve the General Mandates at the AGM and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed to issue up to a maximum of 784,838,093 Shares under the Issue Mandate and to repurchase up to a maximum of 392,419,046 Shares under the Repurchase Mandate.

– 6 –

LETTER FROM THE BOARD

The Directors believe that it is in the interests of the Company and the Shareholders as a whole if the General Mandates are granted at the AGM. The Issue Mandate provides the Directors with flexibility to issue Shares especially in the context of a fund raising exercise in a timely manner or a transaction involving an acquisition by the Group where Shares are to be issued as consideration and which has to be completed speedily. As at the Latest Practicable Date, the Directors had no present intention of any acquisition by the Company nor any present plan for raising capital by issuing new Shares under the proposed Issue Mandate.

The Company at present does not have any plan for repurchases of Shares. Repurchase will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.

The Repurchase Mandate can provide more flexibility to the Directors to enhance the net asset value of the Company and/or its earnings per Share. The General Mandates, if approved by the Shareholders at the AGM, will continue until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; and
(iii) the revocation or variation of such authority by the Shareholders.

An explanatory statement providing all the requisite information concerning the Repurchase Mandate required under the Listing Rules is set out in the Appendix II to this circular.

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

The Directors propose to seek the approval of the Shareholders at the AGM by way of special resolution for the Proposed Amendments and the proposed adoption of the New Memorandum of Association and Articles of Association as the memorandum of association and articles of association of the Company in substitution for, and to the exclusion of, the Existing Memorandum of Association and Articles of Association, so as to (i) reflect and align with the relevant amendments to the Listing Rules and the applicable laws of Hong Kong and the Cayman Islands, (ii) enable the Company to convene and hold hybrid general meetings and provide flexibility to the Company in relation to the conduct of general meetings; and (iii) make other consequential, tidy-up and housekeeping amendments.

– 7 –

LETTER FROM THE BOARD

Details of the Proposed Amendments are set out in Appendix III to this circular. The legal advisers to the Company as to Hong Kong laws and Cayman Islands laws have respectively confirmed that the Proposed Amendments comply with the requirements of the Listing Rules and do not violate the applicable laws of the Cayman Islands. The Company confirms that there is nothing unusual about the Proposed Amendments for a company incorporated in the Cayman Islands whose shares are listed on the Stock Exchange. Shareholders are advised that the Proposed Amendments are available only in English, and the Chinese translation of the Proposed Amendments provided in Appendix III to this circular in Chinese is for reference only. In case of any inconsistency, the English version shall prevail.

5. NOTICE OF AGM

The Notice of AGM is set out on pages 136 to 140 of this circular. A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so desire.

6. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of such meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the AGM will therefore put all resolutions to be proposed at the AGM to be voted by way of poll. An announcement on the results of the vote by poll will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules. None of the Shareholders is required to abstain from voting on the resolutions to be proposed at the AGM pursuant to the Listing Rules and/or the Articles.

7. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 20 February 2023 to Thursday, 23 February 2023, both dates inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch registrar and transfer office in Hong Kong, Tricor Abacus Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong, not later than 4:30 p.m. on Friday, 17 February 2023.

– 8 –

LETTER FROM THE BOARD

8. RESPONSIBILITY STATEMENT

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

9. RECOMMENDATION

The Board considers that the re-election of the retiring Directors, granting of the General Mandates to the Directors to issue and repurchase Shares, the Proposed Amendments and the proposed adoption of the New Memorandum of Association and Articles of Association are in the best interests of the Company and the Shareholders as a whole. The Board recommends the Shareholders to vote in favour of all the proposed resolutions at the AGM.

10. GENERAL

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

Yours faithfully By order of the Board Vision Values Holdings Limited Tang Chi Kei Company Secretary

– 9 –

APPENDIX I

PARTICULARS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

The biographical and other details of the retiring Directors standing for re-election at the AGM are set out below:

(1) MR. LO LIN SHING, SIMON (‘‘MR. LO’’) – EXECUTIVE DIRECTOR

Mr. Lo, aged 66, joined the Company in March 2000 and is currently an Executive Director. He has over 30 years of experience in the financial, securities and futures industries, including many trans-border transactions. He is also the chairman and executive director of Mongolia Energy Corporation Limited (‘‘MEC’’) which is listed on the Stock Exchange. He is the father of Mr. Lo, Rex Cze Kei, and Mr. Lo, Chris Cze Wai, both are executive Directors of the Company.

Mr. Lo has entered into a service contract with the Company for a fixed term of three years, commencing on 1 April 2022 and expiring on 31 March 2025, with a monthly remuneration of HK$500,000 and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. He is also entitled to a director’s fee of HK$100,000 per annum, which is determined by reference to his duties and responsibilities with the Company, subject to review by the Board from time to time. In 2010, Mr. Lo was censured by the Listing Committee of the Stock Exchange for breach of the Rule 3.08(f) of the Listing Rules for failing to apply such degree of skill, care and diligence as may reasonably be expected of a person of his knowledge and experience and holding his office within MEC; and the Director’s Undertaking: (i) to comply with the Listing Rules to the best of his ability; and (ii) use best endeavours to procure MEC’s compliance with the Listing Rules.

As at the Latest Practicable Date, Mr. Lo (i) was interested in 1,247,809,889 Shares (1,755,000 Shares on an individual basis while 1,246,054,889 Shares represent interest of Moral Glory International Limited, a company wholly-owned by Mr. Lo), representing approximately 31.80% of the Share Capital; and (ii) held the share options granted by the Company to subscribe for 47,000,000 Shares within the meaning of Part XV of the SFO.

(2) MR. LO, CHRIS CZE WAI (‘‘MR. CHRIS LO’’) – EXECUTIVE DIRECTOR

Mr. Chris Lo, aged 28, holds a master’s degree of Engineering in mechanical engineering from University of Bristol, UK. He joined the Group in 2017 and is a director of a subsidiary of the Group. He also has experienced in property management and corporate finance. He is the son of Mr. Lo, the chairman and the executive director of the Company, and the brother of Lo, Rex Cze Kei, an executive director of the Company. Mr. Chris Lo is also an executive director of MEC which is listed on the Stock Exchange.

He is entitled to a monthly emolument of HK$50,000 with discretion bonus, which is determined by reference to his duties and responsibilities with the Company, subject to review by the Board from time to time and recommendation from the remuneration committee of the Company. Saved as aforesaid, Mr. Chris Lo has not had other forms of remuneration such as

– 10 –

PARTICULARS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

bonus and other kinds of benefits. As at the Latest Practicable Date, Mr. Chris Lo held the share options granted by the Company to subscribe for 15,000,000 Shares within the meaning of Part XV of the SFO. Save as disclosed herein, Mr, Chris Lo has no interest in the Shares within the meaning of Part XV of the SFO.

(3) MS. YVETTE ONG (‘‘MS. ONG’’) – EXECUTIVE DIRECTOR

Ms. Ong, aged 58, was appointed as an executive Director in February 2018. She has over 30 years of managerial experience in the Asia-Pacific region including worked as a managing director of AT&T EasyLink Services Asia Pacific Ltd. Ms. Ong holds an MBA degree in Management Information Systems and Marketing and a bachelor degree in Finance and Management from the University of San Francisco. She is a director of certain subsidiaries of the Company. Ms. Ong is also an executive director of MEC which is listed on the Stock Exchange. In 2010, Ms. Ong was censured by the Listing Committee of the Stock Exchange for breach of the Rule 3.08(f) of the Listing Rules for failing to apply such degree of skill, care and diligence as may reasonably be expected of a person of her knowledge and experience and holding her office within MEC; and the director’s undertaking: (i) to comply with the Listing Rules to the best of her ability; and (ii) use best endeavours to procure MEC’s compliance with the Listing Rules.

She is entitled to a monthly emolument of HK$100,000 with discretionary bonus, which is determined by reference to her duties and responsibilities with the Company, subject to review by the Board from time to time and recommendation from the remuneration committee of the Company. Save as aforesaid, Ms. Ong has not had other remuneration such as bonus and other kinds of benefits. As at the Latest Practicable Date, Ms. Ong held the share options granted by the Company to subscribe for 20,000,000 Shares within the meaning of Part XV of the SFO. Save as disclosed herein, Ms. Ong has no interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, none of the abovementioned Directors enters into any service contract with the Company. According to the Articles, all the abovementioned Directors are subject to retirement by rotation and re-election at the AGM of the Company.

Save as disclosed above, each of the retiring Directors does not have any relationships with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; each of them did not hold any directorships in any other listed public companies in the last three years immediately prior to the Latest Practicable Date. In addition, there is no other information concerning the retiring Directors that need to be brought to the attention of the Shareholders nor any information required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

– 11 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX II

This is an explanatory statement given to the Shareholders relating to proposed resolution granting the Repurchase Mandate to the Directors to be passed by the Shareholders at the AGM.

This explanatory statement contains a summary of the information required pursuant to Rule 10.06(1)(b) of the Listing Rules which is set out as follows:

(1) EXERCISE OF THE REPURCHASE MANDATE

Resolution numbered 5 set out in the Notice of AGM will, if passed, give a general unconditional mandate to the Directors authorising the repurchase by the Company of the issued and fully paid Shares up to a maximum of 10% of the nominal amount of the share capital of the Company as at the date of the AGM. It will be valid until the next annual general meeting unless revoked or varied before such meeting.

Assuming that no further Shares are issued or repurchased after the Latest Practicable Date and before the date of the AGM, there will be 3,924,190,467 Shares in issue and exercise in full of the Repurchase Mandate would result in up to a maximum of 392,419,046 Shares being repurchased by the Company.

(2) REASONS FOR REPURCHASES

The Directors believe that it is in the interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.

(3) FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the applicable laws of the Cayman Islands, the memorandum of association of the Company and the Articles. The laws of the Cayman Islands provide that the amount to be paid in connection with a share repurchase may be paid out of profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, provided the Company can, immediately following such payments, pay its debts as they fall due in the ordinary course of business.

There might be a material adverse impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the

– 12 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX II

Repurchase 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.

(4) STATUS OF REPURCHASED SHARES

The Listing Rules provide that the listing of all the Shares repurchased by the Company will automatically be cancelled and the Company must ensure that the corresponding certificates are cancelled and destroyed. Under the Cayman Islands law, the Shares so repurchased will be treated as having been cancelled.

(5) SHARE REPURCHASES

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six (6) months preceding the Latest Practicable Date.

(6) SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months were as follows:

	Highest	Lowest
	HK$	HK$
2022
January	0.285	0.180
February	0.209	0.180
March	0.212	0.168
April	0.170	0.129
May	0.155	0.130
June	0.215	0.125
July	0.135	0.113
August	0.140	0.114
September	0.148	0.129
October	0.144	0.085
November	0.096	0.075
December	0.200	0.084
2023
January (Up to the Latest Practicable Date)	0.120	0.100

– 13 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX II

(7) EFFECT OF THE TAKEOVERS CODE

If, as a result of a share repurchase by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could, depending upon the level of increase in shareholding, 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.

As at the latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Lo Lin Shing, Simon (‘‘Mr. Lo’’), chairman and executive Director, by himself and through his wholly-owned company, Moral Glory International Limited, held approximately 31.8% of the Share Capital. In the event that the Directors exercise in full the Repurchase Mandate, the aggregate shareholding of Mr. Lo in the Company would increase to approximately 35.3% of the Share Capital. The Directors consider that such increase may give rise to an obligation on the part of Mr. Lo to make a mandatory offer under Rule 26 of the Takeovers Code. However, the Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in such takeover obligation. Besides, the Directors have no present intention to repurchase Shares to an extent which will result in the number of Shares held by the public being reduced to less than 25.0%.

(8) GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates has any present intention to sell any Shares to the Company under the Repurchase Mandate if the Repurchase Mandate is approved by the Shareholders.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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

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VISION VALUES HOLDINGS LIMITED 遠見控股有限公司

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

~~(Incorporation all amendments up to and including 20 April 2017a~~ dopted by special resolution passed on [•] February 2023)

INCORPORATED ON 25 MAY 1998

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CAYMAN ISLANDS

The Companies Act ~~Law~~ (As Revised) of the Cayman Islands ~~(Cap. 22)~~

Company Limited by Shares

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

VISION VALUES HOLDINGS LIMITED 遠見控股有限公司

(adopted by special resolution passed on [•] February 202 ~~3Incorporating all amendments up to and including 20 April 2017)~~

The name of the company is Vision Values Holdings Limited 遠見控股有限公司 .
The Registered Office of the Company ~~shall be at the offices of [Tricor Services (Cayman Islands) Limited, P.O. Box 10008, Willow House, Cricket Square, Grand Cayman KY1-1001,~~ is -

situated at Third Floor, Century Yard, Cricket Square, P.O. Box 902, Grand Cayman KY1 1103,

Cayman Islands or at such other place in the Cayman Islands as the Board may from time to time decide.

The objects for which the Company is established are unrestricted and shall include, but without limitation, the following:
(i) To carry on business as an investment company and as an investment holding company and to acquire and hold shares, stocks, debenture stock, bonds, mortgages, obligations and securities of any kind issued or guaranteed by any company, corporation or undertaking of whatever nature and wherever constituted or carrying on business, and shares, stock, debenture stock, bonds, obligations and other securities issued or guaranteed by any government, sovereign ruler, commissioners, trust, local authority or other public body, and to vary, transpose, dispose of or otherwise deal with from time to time as may be considered expedient any of the Company’s investments for the time being;

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

(ii) To subscribe for, conditionally or unconditionally, to underwrite, issue on commission or otherwise, take, hold, deal in and convert stocks, shares and securities of all kinds and to enter into partnership or into any arrangement for sharing profits, reciprocal concessions or cooperation with any person or company and to promote and aid in promoting, to constitute, form or organise any company, joint venture, syndicate or partnership of any kind, for the purpose of acquiring and undertaking any property and liabilities of the Company or of advancing, directly or indirectly, the objects of the Company or for any other purpose which the Company may think expedient.
(iii) To exercise and enforce all rights and powers conferred by or incidental to the ownership of any shares, stock, obligations or other securities including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof, to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interested upon such terms as may be thought fit.
(iv) To stand surety for or to guarantee, indemnify, support or secure the performance of all or any of the obligations of any person, firm or company whether or not related or affiliated to the Company in any manner and whether by personal covenant or by mortgage, charge or lien upon the whole or any part of the undertaking, property and assets of the Company, both present and future, including its uncalled capital or by any such method and whether or not the Company shall receive valuable consideration therefor.
(v) (a) To carry on the business of promoters and entrepreneurs and to carry on business as financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents, importers and exporters and to undertake and carry on and execute all kinds of investment, financial, commercial, mercantile, trading and other operations.
(b) To carry on whether as principals, agents or otherwise howsoever the business of realtors, developers, consultants, estate agents or managers, builders, contractors, engineers, manufacturers, dealers in or vendors of all types of property including the provision of any services.
(vi) To purchase or otherwise acquire, to sell, exchange, surrender, lease, mortgage, charge, convert, turn to account, dispose of and deal with real and personal property and rights of all kinds and, in particular, mortgages, debentures, produce, concessions, options, contracts, patents, annuities, licences, stocks, shares, bonds, policies, book debts, business concerns, undertakings, claims, privileges and choses in action of all kinds.

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

(vii) To engage in or carry on any other lawful trade, business or enterprise which may at any time appear to the Directors of the Company capable of being conveniently carried on in conjunction with any of the aforementioned businesses or activities or which may appear to the Directors of the Company likely to be profitable to the Company.

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

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

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connection with the business aforesaid PROVIDED THAT the Company shall only carry on the businesses for which a licence is required under the laws of the Cayman Islands when so licensed under the terms of such laws.

The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
The share capital of the Company is HK$200,000,000.00 divided into 20,000,000,000 shares of a nominal or par value of HK$0.01 each with power for the Company insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Act ~~Law~~ (As Revised) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.
If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 174 of the Companies Act ~~Law~~ (As Revised) and, subject to the provisions of the Companies Act ~~Law~~ (As Revised) and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

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APPENDIX III

CAYMAN ISLANDS

The Companies Act ~~Law~~ (As Revised) of the Cayman Islands ~~(Cap. 22)~~

Company Limited by Shares

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION OF

VISION VALUES HOLDINGS LIMITED 遠見控股有限公司

(adopted by special resolution passed on [•] February 202 ~~3Incorporating all amendments up to and~~

~~including 20 April 2017)~~

Table A

Exclusion of Table A

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

Interpretation

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

these Articles

“these Articles” shall mean the present Articles of Association and all supplementary, amended or substituted Articles for the time being in force;

Alternate Director

“Alternate Director” shall mean an alternate director approved by a Director pursuant to Article 100.

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announcement “announcement” shall mean an official publication of a notice or document of the Company, including a publication, subject to and to such extent permitted by the Listing Rules, by electronic communication or by advertisement published in the newspapers or in such manner or means ascribed and permitted by the Listing Rules and applicable laws.

~~associate(s)~~

Auditors

Board

branch register

~~“associate(s)” shall have the meaning attributed to it in the Listing Rules;~~ “Auditors” shall mean the persons appointed by the Company from time to time to perform the duties of auditors of the Company; “Board” shall mean the majority of the Directors present and voting at a meeting of Directors at which a quorum is present; “branch register” shall mean any branch register which the Company may maintain at such place within or outside the Cayman Islands as the Board shall determine from time to time.

business day

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

capital

close associate

the Chairman

“capital” shall mean the share capital from time to time of the Company; “close associate” shall have the meaning given to it in the Listing Rules; “the Chairman” shall mean the Chairman presiding at any meeting of members or of the Board;

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APPENDIX III

the Company/this Company

Corporate Communication

Companies Act ~~Law/~~ the Act ~~Law~~

Companies Ordinance

Company’s website

Directors

dividend

“the Company” or “this Company” shall mean Vision Values Holdings Limited 遠見控股有限公司 (formerly known as Vision Values Holdings Limited, in turn formerly known as New World Mobile Holdings Limited ( 新世界移動控股有限公司 ), in turn formerly known as Asia Logistics Technologies Limited, and in turn formerly known as Wah Yik Holdings Company Limited);

“Corporate Communication” shall mean any document issued or to be issued by the Company for information or action of holders of any of its securities, including but not limited to: (a) the directors’ report, its annual accounts together with a copy of the auditor’s report, where applicable, its summary financial report; (b) the interim report and, where applicable, its summary interim report; (c) a notice of meeting; (d) a listing document; (e) a circular; and (f) a proxy form, within the meaning ascribed thereto under the Listing Rules;
“Companies Act ~~Law”~~ or “the Act ~~Law”~~ shall mean the Companies ~~LawA~~ ct (As Revised), Cap. 22 of the Cayman Islands and any amendments thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;
“Companies Ordinance” shall mean the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) as in force from time to time;
“Company’s website” shall mean the website of the Compan ~~y, the address or domain name of which the corporate information (including Corporate Communication) of the Company is hoisted~~ ;
“Directors” shall mean the directors ~~or Alternate Directors~~ from time to time of the Company ~~and shall include any non-executive directors as well as executive directors unless otherwise indicated and each a Director;~~
“dividend” shall include bonus dividends and distributions permitted by the Act ~~Law~~ to be categorised as dividends;

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dollars/HK$ “dollars” and “HK$” shall mean Hong Kong dollars the lawful currency of Hong Kong; electronic “electronic” shall have the meaning given to it in the Electronic Transactions Act; electronic communication “electronic communication” shall mean a communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other electron magnetic means in any form through any medium; electronic means “electronic means” includes sending or otherwise making available to the intended recipients of the communication ~~in the electronic formata~~ n electronic communication; Electronic Transactions “Electronic Transactions Act ~~Law~~ ” mean the Electronic Act ~~Law~~ Transactions Act ~~Law~~ (As Revised ~~2003 Revision)~~ of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; Electronic Signature “Electronic Signature” shall mean an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication; Exchange “Exchange” shall mean The Stock Exchange of Hong Kong Limited; Exchange’s website “Exchange’s website” shall mean the website of the Exchange; financial year “financial year” shall mean the financial period of the Company ending or ended on the date as determined in accordance with Article 180 for preparation of its financial statements to be laid before the Company at the annual general meeting of the Company;

Hong Kong

“Hong Kong” shall mean the Hong Kong Special Administrative Region of the People’s Republic of China;

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hybrid meeting “hybrid meeting” shall mean a general meeting convened for the (1) physical attendance by members of the Company and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by members of the Company and/ or proxies by means of electronic facilities;

HK Code on

Takeovers & Mergers

“HK Code on Takeovers & Mergers” shall mean the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong as amended and supplemented from time to time;

Listing Rules

“Listing Rules” shall mean the Rules Governing the Listing of Securities on the Exchange as amended from time to time;

Meeting Location “Meeting Location” shall have the meaning given to it in Article 79A;

month

“month” shall mean a calendar month;

ordinary resolution

“ordinary resolution” shall mean a resolution passed by a simple majority of the votes of such members of the Company as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting held in accordance with these Articles and includes an ordinary resolution passed pursuant to Article 84;

physical meeting “physical meeting” shall mean a general meeting held and conducted by physical attendance and participation by members of the Company and/or proxies at the Principal Meeting Place and/or where applicable, one or more Meeting Locations;

Principal Meeting Place “Principal Meeting Place” shall have the meaning given to it in Article 73(a);

principal register

“principal register” shall mean the register of members of the Company maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time;

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APPENDIX III

published on the Exchange’s “published on the Exchange’s website ~~”o~~ r “publication on the website or publication Exchange’s website” shall mean published in English and on the Exchange’s Website Chinese on the Exchange’s website in accordance with the Listing Rules;

publish in the newspapers

“published in the newspapers” means published as a paid advertisement in English in at least one English language newspaper and in Chinese in at least one Chinese language newspaper, being in each case a newspaper published daily and circulating generally in Hong Kong in accordance with the Listing Rules;

recognised clearing house

“recognised clearing house” shall mean a clearing house or authorised share depository recognised by the laws of the jurisdiction in which the shares are listed or quoted on a stock exchange in such jurisdiction;

the register “the register” shall mean the principal register and any branch registers; registration office “registration office” shall mean in respect of the shares of the Company, such place or places where the Board from time to time determines to keep a branch register of holders in respect of such shares and where (except in cases where the Board otherwise determines) transfers of documents of title for such shares are to be lodged for registration and are to be registered;

registration office

seal

Secretary

“seal” shall include the common seal of the Company, the securities seal or any duplicate seal adopted by the Company pursuant to Article 137; “Secretary” shall mean the person appointed as company secretary by the Board from time to time;

“share” shall mean a share in the capital of the Company and includes stock except where a distinction between stock and shares is expressed or implied;

Share Registrar

“Share Registrar” shall mean the share registrar(s) to be retained by the Company from time to time for handling matters in connection with the register of the Company;

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shareholders

special resolution

Subsidiary and holding company

transfer office

Words in Act ~~Law~~ to bear same meaning in Articles

“shareholders” or “members” shall mean the persons who are duly registered as the holders from time to time of shares in the register including persons who are jointly so registered (subject to Article 19);

“special resolution” shall have the same meaning as ascribed thereto in the Act ~~Law~~ and shall include a unanimous written resolution of all members: for this purpose, the requisite majority shall be not less than three-fourths of the votes of such members of the Company as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given and includes a special resolution passed pursuant to Article 84;

“subsidiary” and “holding company” shall have the meanings ascribed to such terms in the Companies Ordinances;

“transfer office” shall mean the place where the principal register is situated for the time being;

Subject as aforesaid, any words defined in the Act ~~Law~~ shall, if not inconsistent with the subject and/or context, bear the same meanings in these Articles;

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writing/printing

gender

persons/companies

singular and plural

applicable

“writing” or “printing” shall ~~include writing, printing, lithograph, photograph, type-writing and every other mode of representing words or figures in a legible and non-transitory form, including in the form of electronic display, provided that both the mode of service of the relevant document or notice and the members’ election (where applicable) comply with all applicable laws, rules and regulations; references to a document being executed include reference to it being executed under hand or under seal or by electronic signature or by any other legally acceptable method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not~~ unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing or - reproducing words or figures in a legible and non transitory form or, to the extent permitted by and in accordance with the Act and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the election by members of the Company comply with the Act and other applicable laws, rules and regulations (including the Listing Rules);

words importing either gender shall include the other gender and the neuter;

words importing persons and the neuter shall include companies and corporations and vice versa;

words denoting the singular shall include the plural and words denoting the plural shall include the singular;

Section 8 and 19 of the Electronic Transactions ~~Law A~~ ct shall not apply.

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2.1 References to a document (including, but without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by electronic communication or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.
2.2 References to a meeting shall mean a meeting convened and held in any manner permitted by these Articles and any member of the Company or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Act, other applicable laws, rules and regulations and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly.
2.3 References to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Act and all other applicable laws, rules and regulations or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly.
2.4 References to the right of a member to speak at an electronic meeting or a hybrid meeting shall include the right to raise questions or make statements to the Chairman of the meeting, verbally or in written form, by means of electronic facilities. Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the persons present at the meeting (or only by the Chairman of the meeting) in which event the Chairman of the meeting shall relay the questions raised or the statements made verbatim to all persons present at the meeting, either orally or in writing using electronic facilities.

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APPENDIX III

2.5 References to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise).
2.6 Where a member of the Company is a corporation, any reference in these Articles to a member of the Company shall, where the context requires, refer to a duly authorised representative of such member.

Share Capital and Modification of Rights

Capital

Issue of shares

The authorised share capital of the Company at the date of the adoption of these Articles is HK$200,000,000.00 divided into 20,000,000,000 shares of HK$0.01 each.
Subject to the provisions of these Articles and to any direction that may be given by the Company in general meeting and without prejudice to any special rights conferred on the holders of any existing shares or attaching to any class of shares, any share may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise, and to such persons at such times and for such consideration as the Board may determine. ~~Adequate voting rights will, in appropriate circumstances, be secured to preference shareholders of the Company.~~ Subject to the Act ~~Law~~ and to any special rights conferred on any shareholders or attaching to any class of shares, any share may, with the sanction of a special resolution, be issued on terms that it is, or at the option of the Company or the holder thereof is, liable to be redeemed. No shares shall be issued to bearer ~~for so long as a recognised clearing house (in its capacity as such) is a member of the Company.~~

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Issue of warrants

How class rights may be modified

Subject to the Listing Rules, the Board may issue warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for any class of shares or other securities of the Company on such terms as it may from time to time determine. ~~No warrants shall be issued to bearer for so long as a recognised clearing house (in its capacity as such) is a member of the Company. Where warrants are issued to bearer, no new warrant shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original has been destroyed and the Company has received an indemnity in such form as the Board shall think fit with regard to the issue of any such new warrant.~~
(a) If at any time the share capital of the Company is divided into different classes of shares, all or any of the rights attached to any class of shares for the time being issued (unless otherwise provided for in the terms of issue of the shares of that class) may, subject to the provisions of the Act ~~Law~~ , be varied or abrogated with the consent in writing of the holders of not less than three-fourths ~~in nominal value of the issued shares~~ of the voting rights of the holders of shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of shares of that class. To every such separate meeting all the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so ~~except~~ that the quorum for the purposes of any such separate meeting and of any adjournment or postponement thereof shall be a person or persons together holding (or representing by proxy or duly authorised representative) at the date of the relevant meeting not less than one-third in nominal value of the issued shares of that class.
(b) The special rights conferred upon the holders of shares of any class shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

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APPENDIX III

Purchase and finance of 7. (a) purchase of own shares and warrants

~~Except as would, if the Company were a company incorporated in Hong Kong, be permitted by the Companies Ordinance, and except as permitted by the Companies Law, and subject to any rights conferred on the holders of any class of shares, the Company may not, directly or indirectly, purchase or otherwise acquire, or give financial assistance for the purchase or acquisition of, all or any of its own shares.~~ Subject to the Companies Act, or any other law or so far as not prohibited by any law or the Listing Rules and subject to any rights conferred on the holders of any class of shares, the Company shall have the power to purchase or otherwise acquire any of its own shares (which expression as used in this Article includes redeemable shares) provided that the manner of purchase has first been authorised by a resolution of the members, and to purchase or otherwise acquire warrants for the subscription or purchase of its own shares, and shares and warrants for the subscription or purchase of any shares in any company which is its holding company and may make payment therefor in any manner authorised or not prohibited by law, including out of capital, or to give, directly or indirectly, by means of a loan, a guarantee, a gift, an indemnity, the provision of security or otherwise howsoever, financial assistance for the purpose of or in connection with a purchase or other acquisition made or to be made by any person of any shares or warrants in the Company or any company which is a holding company of the Company and should the Company purchase or otherwise acquire its own shares or warrants neither the Company nor the Board shall be required to select the shares or warrants to be purchased or otherwise acquired rateably or in any other manner as between the holders of shares or warrants of the same class or as between them and the holders of shares or warrants of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares provided always that any such purchase or other acquisition or financial assistance shall only be made in accordance with any relevant code, rules or regulations issued by the Exchange or the Securities and Futures Commission of Hong Kong from time to time in force.

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Membership of holding (b) Except as would, if the Company were a company company incorporated in Hong Kong, be permitted by the Companies Ordinance, and except as permitted by the Companies Act ~~Law~~ , the Company shall not permit any of its subsidiaries to own any or all of the Company’s shares.
Power to increase capital 8. The Company in general meeting may, from time to time, whether or not all the shares for the time being authorised shall have been issued and whether or not all the shares for the time being issued shall have been fully paid up, by ordinary resolution, increase its share capital by the creation of new shares, such new capital to be of such amount and to be divided into shares of such respective amounts as the resolution shall prescribe.
Redemption 9. (a) Subject to the provisions of the Act ~~Law~~ and the Memorandum of Association of the Company, and to any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holders are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

(b) Where the Company purchases or redeems any of its shares ~~for redemption a redeemable share~~ , purchases or redemption not made through the market or by tender shall be limited to a maximum price, and if purchases are by tender, tenders shall be available to all shareholders alike. Purchase or redemption not 10. (a) The purchase or redemption of any share shall not be to give rise to other deemed to give rise to the purchase or redemption of purchases or redemptions any other share.

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Certificates to be surrendered for cancellation

(b) The holder of the shares being purchased, surrendered or redeemed shall be bound to deliver up to the Company or its principal place of business in Hong Kong or such other place as the Board shall specify the certificate(s) thereof for cancellation and thereupon the Company shall pay to him purchase or redemption monies in respect thereof.

Shares at the disposal of the Board

Subject to the provisions of the Act ~~Law, of t~~ he Memorandum of Association of the Company, and ~~of~~ these Articles relating to new shares, the unissued shares in the Company (whether forming part of its original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration, and upon such terms, as the Board shall determine.

Company may pay commissions

The Company may, unless prohibited by law, at any time pay a commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, provided that the conditions and requirements of the Act ~~Law~~ shall be observed and complied with, and in each case the commission shall not exceed 10% of the price at which the shares are issued.
Company not to recognise 13. Except as otherwise expressly provided by these Articles trusts in respect of shares or as required by law or as ordered by a court of competent jurisdiction, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any shares or any interest in any fractional part of a share or any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

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

APPENDIX III

Register of Members and Share Certificates

Share register

(a) The Board shall cause to be kept at such place within or outside the Cayman Islands as it deems fit a principal register of the members and there shall be entered therein the particulars of members and the shares issued to each of them and other particulars required under the Act ~~Law.~~

(b) If the Board considers it necessary or appropriate, the Company may establish and maintain a branch register or registers of members ~~(s)~~ at such location or locations within or outside the Cayman Islands as the Board thinks fit ~~and there shall be entered therein the particulars of members and the shares issued to each of them and other particulars required under the Law.~~ The principal register and the branch register(s) shall together be treated as the register for the purposes of these Articles.

(c) (d)	The Board may, in its absolute discretion, at any time transfer any share~~up~~ ~~o~~n the principal register to any branch register or any share on any branch register to the principal register or any other branch register. Notwithstanding anything contained in this Article, the
	Company shall as soon as practicable and on a regular
	basis record in the principal register all transfers of
	shares effected on any branch register and shall at all
	times maintain the principal register in such manner as
	to show at all times the members for the time being and
	the shares respectively held by them, in all respects in
	accordance with the Companies Act.

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(e)	For so long as any shares are listed on the Exchange,
	title to such listed shares may be evidenced and
	transferred in accordance with the Listing Rules that
	are or shall be applicable to such listed shares. The
	register of members maintained by the Company in
	respect of such listed shares (whether the principal
	register or a branch register) may be kept by recording
	the particulars required by Section 40 of the Companies
	Act in a form otherwise than legible (provided it is
	capable of being reproduced in a legible form) if such
	recording otherwise complies with the Listing Rules
	that are or shall be applicable to such listed shares.

(a) Except when a register is closed and, if applicable, subject to the additional provisions of paragraph (c) of this Article, the principal register and any branch register shall during business hours be kept open to ~~the~~ inspection by ~~of~~ any member without charge.
(b) The register may, on ~~the Company giving at least 14 days’~~ notice being given by ~~advertisement published~~ publication on the Exchange’s website, or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided or by advertisement published in the newspapers or by any electronic means in such manner as may be accepted by the Exchange to that effect, be closed at such times and for such periods as the Board may from time to time determine, either generally or in respect of any class of shares, provided that the register shall not be closed for more than 30 days in any year (or such longer period as the members may by ordinary resolution determine provided that such period shall not be extended beyond 60 days in any year). The Company shall, on demand, furnish any person seeking to inspect the register or part thereof which is closed by virtue of thes ~~eis~~ Articles with a certificate under the hand of the Secretary stating the period for which, and by whose authority, it is closed.

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(c) Any register held in Hong Kong shall during normal business hours (subject to such reasonable restrictions as the Board may impose) be open to inspection by a member without charge and ~~by~~ any other person on payment of such fee not exceeding HK$2.50 (or such higher amount as may from time to time be permitted under the Listing Rules) as the Board may determine for each inspection. Any member may require a copy of the register, or any part thereof, on payment of HK$0.25, or such lesser sum as the Company may prescribe, for every 100 words or fractional part thereof required to be copied. The Company shall cause any copy so required by any person to be sent to that person within a period of 10 days commencing on the date next after the day on which the request is received by the Company.

(d) The reference to business hours in this Article is subject to such reasonable restrictions as the Company in general meeting may impose, but not less than two hours in each business day is to be allowed for inspections.

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

APPENDIX III

Share certificates

Share certificates to be sealed

Every certificate to specify number of shares

Joint holders

Every person whose name is entered as a member in the register shall be entitled without payment to receive, within the relevant time limit as prescribed in the Act ~~Law~~ or as the Exchange may from time to time determine, whichever is shorter, after allotment or lodgment of transfer (or within such other period as the conditions of issue shall provide), one certificate for all his shares of each class or, if he shall so request, in a case where the allotment or transfer is of a number of shares in excess of the number for the time being forming an Exchange board lot, upon payment, in the case of a transfer, of a sum equal to the relevant maximum amount as the Exchange may from time to time determine for every certificate after the first or such lesser sum as the Board shall from time to time determine, such numbers of certificates for shares in Exchange board lots or multiples thereof as he shall request and one for the balance (if any) of the shares in question, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders.
Every certificate for shares or debentures or representing any other form of security of the Company shall be issued under the seal of the Company, which shall only be affixed with the authority of the Board.
Every share certificate shall specify the number and class of shares in respect of which it is issued and the amount paid thereon or the fact that they are fully paid, as the case may be, and may otherwise be in such form as the Board may from time to time prescribe.
The Company shall not be bound to register more than four persons as joint holders of any share. If any share shall stand in the names of two or more persons, the person first named in the register shall be deemed the sole holder thereof as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the share.

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APPENDIX III

Replacement of share certificates

If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such fee, if any, not exceeding such amount as may from time to time be permitted under the Listing Rules or such lesser sum as the Board may from time to time require and on such terms and conditions, if any, as to publication of notices, evidence and indemnity, as the Board thinks fit and where it is defaced or worn out, after delivery up of the old certificate to the Company for cancellation.

Lien

Company’s lien

Lien extends to dividends

and bonuses

The Company shall have a first and paramount lien on every share (not being a fully paid up share) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of such share; and the Company shall also have a first and paramount lien and charge on all shares (other than fully paid up shares) standing registered in the name of a member (whether solely or jointly with others) for all the debts and liabilities of such member or his estate to the Company and whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether such person is a member of the Company or not.

The Company’s lien (if any) on a share shall extend to all dividends and bonuses declared in respect thereof. The Board may resolve that any share shall for some specified period be exempt wholly or partially from the provisions of this Article.

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APPENDIX III

Sale of shares subject to lien

Application or proceeds of such sale

The Company may sell in such manner as the Board thinks fit any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, not until the expiration of 14 days after a notice in writing, stating and demanding payment of the sum presently payable or specifying the liability or engagement and demanding fulfillment or discharge thereof and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the shares or the person, of which the Company has notice, entitled to the shares by reason of such holder’s death, mental disorder or bankruptcy.
The net proceeds of such sale by the Company after the payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debt or liability or engagement in respect whereof the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities nor presently payable as existed upon the shares prior to the sale and upon surrender, if required by the Company, for cancellation of the certificate for the share sold) be paid to the holder immediately before such sale of shares. For giving effect to any such sales, the Board may authorise any person to transfer the shares sold to the purchaser thereof and may enter the purchaser’s name in the register as holder of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

Calls on Shares

Calls, how made

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

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

APPENDIX III

Notice of call

At least 14 days’ notice of any call shall be given to each member specifying the time and place of payment and to whom such payment shall be made.
Copy of notice to be sent 26. A copy of the notice referred to in Article 25 shall be sent in the manner in which notices may be sent to members by the Company as herein provided.
Every member liable to 27. Every member upon whom a call is made shall pay the pay call at appointed time amount of every call so made on him to the person and at the and place time or times and place or places as the Board shall specify. A person upon whom a call is made shall remain liable on such call notwithstanding the subsequent transfer of the shares in respect of which the call was made.
Notice of call may be 28. In addition to the giving of notice in accordance with Article published in newspapers 26, notice of the person appointed to receive payment of every call and of the times and places appointed for payment may be given to the members affected by notice published on the Exchange’s website, or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided or by advertisement published in the newspapers.
When call deemed to have 29. A call shall be deemed to have been made at the time when been made the resolution of the Board authorising such call was passed.
Liability of joint holders 30. The joint holders of a share shall be severally as well as jointly liable for the payment of all calls and instalments due in respect of such share or other moneys due in respect thereof.
Board may extend time fixed 31. The Board may from time to time at its discretion extend the for call time fixed for any call, and may extend such time as to all or any of the members, whom by reason of residence outside Hong Kong or other cause the Board considers it reasonable to grant an extension to, but no member shall be entitled to any such extension as a matter of grace and favour.

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

APPENDIX III

Interest on calls

Suspension of privileges

while call in arrears

Evidence in action for call

Sums payable in allotment/in future deemed a call

If the sum or any instalment payable in respect of any call is unpaid on or before the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding 15% per annum as the Board shall determine from the day appointed for the payment thereof to the time of actual payment, but the Board may waive payment of such interest wholly or in part.
No member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for an other member) at any general meeting, either personally or by proxy, or be reckoned in a quorum, or to exercise any other privilege as a member until all sums or instalments due from him to the Company in respect of any call, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.
At the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the member sued is entered in the register as the holder, or one of the holders, of the shares in respect of which such debt accrued; that the resolution making the call is duly recorded in the minute book; and that notice of such call was duly given to the member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, and the proof of the matters aforesaid shall be conclusive evidence of the debt.
Any sum which by the terms of allotment of a share is made payable upon allotment or at any fixed date, whether on account of the nominal value of the share and/or by way of premium or otherwise, shall for all purposes of these Articles be deemed to be a call duly made and payable on the date fixed for payment, and in case of non-payment, all the relevant provisions of these Articles as to payment of interest and expenses, liabilities of joint holders, forfeiture and the like, shall apply as if such sum had become payable by virtue of a call duly made and notified.

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

APPENDIX III

Payment of calls in advance

The Board may, if it thinks fit, receive from any member willing to advance the same, and either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and upon all or any of the moneys rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such member not less than one month’s notice in writing of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. No such sum paid in advance of calls shall entitle the member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.

Transfer of Shares

Form of transfer

All transfers of shares may be effected by an instrument of transfer in the usual common form or in a form prescribed by the Exchange or in such other form as the Directors may accept and may be under hand or, if the transferor or transferee is a recognised clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time. All instruments of transfer must be left at the registered office of the Company or at such other place as the Directors may appoint.

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APPENDIX III

Execution

Board may refuse to register

a transfer

Notice of refusal

Requirements as to transfer

The instrument of transfer (which may be a photostat of any printed form) shall be executed by or on behalf of the transferor and by or on behalf of the transferee PROVIDED that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. The instrument of transfer of any share shall be in writing and shall be executed with a manual signature or facsimile signature (which may be machine imprinted or otherwise) by or on behalf of the transferor and transferee PROVIDED that in the case of execution by facsimile signature by or on behalf of a transferor or transferee, the Board or the Share Registrar shall have previously been provided with a list of specimen signatures of the authorised signatories of such transferor or transferee and the Board, upon its own investigation and confirmation by the Share Registrar, shall be reasonably satisfied that such facsimile signature corresponds to one of those specimen signatures. The transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the register in respect thereof.
The Board may, in its absolute discretion, and without assigning any reason, refuse to register a transfer of any share which is not fully paid up or on which the Company has a lien.
If the Board refuses to register a transfer of any share, it shall, within two months after the date on which the transfer was lodged with the Company, send to each of the transferor and the transferee a notice of such refusal.
The Board may also decline to register any transfer of any shares unless:
(a) the instrument of transfer is lodged with the Company accompanied by the certificates for the shares to which it (they) relate(s) (which shall upon registration of the transfer be cancelled) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and

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(b) the instrument of transfer is in respect of only one class of shares; and
(c) the instrument of transfer is properly stamped (in circumstances where stamping is required); and
(d) in the case of a transfer to joint holders, the number of joint holders to which the share(s) is (are) to be transferred does not exceed four; and
(e) the shares concerned are free of any lien in favour of the Company; and
(f) a fee of such maximum amount as the Exchange may from time to time determine to be payable (or such lesser sum as the Board may from time to time require) is paid to the Company in respect thereof.
No transfer to an infant etc. 42. No transfer shall be made to an infant or to a person in respect of whom an order has been made by any competent court or official on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs or under other legal disability.
Certificate to be given up 43. Upon every transfer of shares the certificate(s) held by on transfer the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued without charge to the transferee in respect of the shares transferred to him, and if any of the shares included in the certificate(s) so given up shall be retained by the transferor, a new certificate in respect thereof shall be issued to him without charge. The Company shall also retain the instrument(s) of transfer.

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

APPENDIX III

When transfer books and register may be closed

The registration of transfers may, on ~~the Company giving at least 14 days’~~ notice being given by publication ~~advertisement published~~ on the Exchange’s website, or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided or by advertisement published in the newspapers or by any electronic means in such manner as may be accepted by the Exchange to that effect, be suspended and the register ~~may, subject to the requirements in Article 15(b), be~~ closed at such times for such periods as the Board may from time to time determine, provided always that such registration shall not be suspended or the register may not be closed for more than 30 days in any year (or such longer period as the members may by ordinary resolution determine provided that such period shall not be extended beyond 60 days in any year).

Transmission of Shares

Death of registered holder or of joint holder 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 holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or jointly held by him.
Registration of personal 46. Any person becoming entitled to a share in consequence of the representatives and trustee death or bankruptcy or winding-up of a member may, upon in bankruptcy such evidence as to his title being produced as may from time to time be required by the Board and subject as hereinafter provided, either be registered himself as holder of the share or elect to have some other person nominated by him registered as the transferee thereof.

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APPENDIX III

Notice of election to be 47. If the person so becoming entitled shall elect to be registered registered/Registration of himself as a member, he shall deliver or send to the Company nominee a notice in writing signed by him stating that he so elects. If he shall elect to have his nominee registered as a member he shall testify his election by executing in favour of his nominee a transfer of such share. 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 aforesaid as if the death or bankruptcy or winding-up of the member had not occurred and the notice or transfer were a transfer executed by such member.
Retention of dividends, etc., 48. A person becoming entitled to a share by reason of the death until transfer or or bankruptcy or winding-up of the holder shall be entitled to transmission of shares of the same dividends and other advantages to which he would a deceased or bankrupt be entitled if he were the registered holder of the share. member However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 86 being met, such a person may vote at meetings.

Forfeiture of Shares

If call or instalment not paid 49. If a member fails to pay any call or instalment of a call on the notice may be given day appointed for payment thereof, the Board may, at any time during such time as any part thereof remains unpaid, without prejudice to the provisions of Article 33, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment.

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

APPENDIX III

Form of notice

The notice shall name a further day (not earlier than the expiration of 14 days from the date of service of the notice) on or before which, and the place where, the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time and at the place appointed, the shares in respect of which the call was made or instalment is unpaid will be liable to be forfeited. The Board may accept a surrender of any share liable to be forfeited hereunder and in such case, references in these Articles to forfeiture shall include surrender.
If notice not complied with 51. If the requirements of any such notice as aforesaid are not shares may be forfeited complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share, and not actually paid before the forfeiture.
Forfeited shares to be deemed 52. Any share so forfeited shall be deemed to be the property property of Company of the Company, and may be re-allotted sold or otherwise disposed of on such terms and in such manner as the Board thinks fit and at any time before a re-allotment, sale or disposition the forfeiture may be cancelled by the Board on such terms as it thinks fit.

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APPENDIX III

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

Arrears to be paid notwithstanding forfeiture

A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, together with (if the Board shall in its discretion so require) interest thereon from the date of forfeiture until payment at such rate not exceeding 15% per annum as the Board may prescribe, and the Board may enforce the payment thereof if it thinks fi ~~ht~~ , and without any deduction or allowance for the value of the shares forfeited, at the date of forfeiture. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium or otherwise, shall notwithstanding that time has not yet arrived, be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

Evidence of forfeiture

A statutory declaration in writing that the declarant is a Director or Secretary of the Company, and that a share in the Company has been duly forfeited on a 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, The Company may receive the consideration, if any, given for the share on any re-allotment, sale or disposition thereof and the Board may authorise any person to execute a letter of re-allotment or transfer the share in favour of the person to whom the share is re-allotted, sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the subscription or purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, re-allotment, sale or other disposal of the share.

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APPENDIX III

Notice after forfeiture

When any share shall have been forfeited, notice of the forfeiture shall be given to the member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register. Notwithstanding the above, no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid.

Power to redeem

forfeited shares

Notwithstanding any such forfeiture as aforesaid, the Board may at any time, before any share so forfeited shall have been re-allotted, sold, or otherwise disposed of, permit the share forfeited to be redeemed upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit.
Forfeiture not to prejudice 57. The forfeiture of a share shall not prejudice the right of the Company’s right to call or Company to any call already made or instalment payable instalment thereon.
Forfeiture for non-payment of 58. The provisions of these Articles as to forfeiture shall apply any sum due on shares in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium or otherwise, as if the same had been payable by virtue of a call duly made and notified.

Stock

Power to convert into stock

Subject to the Companies Act ~~Law,~~ the Company may by ordinary resolution convert any fully paid up shares into stock, and may from time to time by like resolution re-convert any stock into fully paid up shares of any denomination.

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APPENDIX III

Transfer of stock

Rights of stockholders

Interpretation

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, but the Board may from time to time, if it thinks fit, fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, provided that such minimum shall not exceed the nominal amount of the shares from which the stock arose. No warrants to bearer shall be issued in respect of any stock.
The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, participation in assets on a winding up, voting at meetings, and other matters, as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Company) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such privilege or advantage.
Such of the provisions of these Articles as are applicable to paid up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.

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APPENDIX III

Alteration of Capital

Consolidation and division of 63. (a) The Company may from time to time by ordinary capital and sub-division and resolution: cancellation of shares

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

(ii) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled subject to the provisions of the Act ~~Law;~~ and

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(iii) sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association of the Company, subject nevertheless to the provisions of the Act ~~Law,~~ and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred or other special rights, over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new shares.
(b) The Company may by special resolution reduce its capital o ~~r,~~ any capital redemption reserve ~~or any share premium account~~ in any manner authorised and subject to any conditions prescribed by the Act ~~Law.~~

Borrowing Powers

Power to borrow

The Board may from time to time at its discretion exercise all the powers of the Company to raise or borrow or to secure the payment of any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof.
Conditions on which money 65. The Board may raise or secure the payment or repayment of may be borrowed such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit and, in particular, by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debts, liability or obligations of the Company or of any third party.

Assignment

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

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Special privileges 67. Register of charges to be kept 68. Register of debentures or debenture stock Mortgage of uncalled capital 69. When annual general meeting to be held 70.	Any debentures, debenture stock, bonds or other securities may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise. (a) The Board shall cause a proper register to be kept, in accordance with the provisions of theAct ~~Law~~ , of all mortgages and charges specifically affecting the property of the Company and shall duly comply with the requirements of the~~Law~~ Act in regard to the registration of mortgages and charges therein specified and otherwise. (b) the Company issues debentures or debenture stock (whether as part of a series or as individual instruments) not transferable by delivery, the Board shall cause a proper register to be kept of the holders of such debentures. 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. General Meeting The Company shall in eachfinancial year hold a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notices calling it~~;~~ and~~not more than 15 months shall~~ ~~l h l id h h hi~~
	~~eapse (or suc onger pero as te Excange may autorse)~~ ~~between the date of one~~ such annual general meetingmust be ~~of the Company and that of the next. So long as the first~~ ~~annual general meeting of the Company is~~ held within~~15~~ six (6) months~~from the date of its incorporation, it need not~~ ~~be held in the year of its incorporation.~~ after the end of the Company’s financial year unless a longer period would not
	infringe the Listing Rules, if any. The annual general meeting shall be held at such time and place as the Board shall appoint.

Special privileges
67.
Register of charges to be kept
68.
Register of debentures or
debenture stock
Mortgage of uncalled capital
69.
When annual general meeting
to be held
70.

Any debentures, debenture stock, bonds or other securities
may be issued at a discount, premium or otherwise and with
any special privileges as to redemption, surrender, drawings,
allotment of shares, attending and voting at general meetings
of the Company, appointment of Directors and otherwise.
(a)
The Board shall cause a proper register to be kept,
in accordance with the provisions of theAct
~~Law~~
,
of all mortgages and charges specifically affecting
the property of the Company and shall duly comply
with the requirements of the~~Law~~
Act
in regard to the
registration of mortgages and charges therein specified
and otherwise.
(b)
the Company issues debentures or debenture stock
(whether as part of a series or as individual instruments)
not transferable by delivery, the Board shall cause
a proper register to be kept of the holders of such
debentures.
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.
General Meeting
The Company shall in eachfinancial
year hold a general
meeting as its annual general meeting in addition to any other
meeting in that year and shall specify the meeting as such
in the notices calling it~~;~~
and~~not more than 15 months shall~~
~~l h l id h h hi~~

~~eapse (or suc onger pero as te Excange may autorse)~~
~~between the date of one~~
such
annual general meetingmust
be
~~of the Company and that of the next. So long as the first~~
~~annual general meeting of the Company is~~
held within~~15~~
six (6)
months~~from the date of its incorporation, it need not~~
~~be held in the year of its incorporation.~~
after the end of the
Company’s financial year unless a longer period would not

infringe the Listing Rules, if any.
The annual general meeting
shall be held at such time and place as the Board shall appoint.

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Extraordinary general meeting

Convening of extraordinary general meeting

All general meetings other than annual general meetings shall be called extraordinary general meetings. All general meetings (including an annual general meeting, any adjourned meeting or postponed meeting) may be held as a physical meeting in any part of the world and at one or more locations as provided in Article 79A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board in its absolute discretion.
The Board may, whenever it thinks fit, convene an extraordinary general meeting. General meetings shall also be convened on the written requisition of any one ~~two~~ or more members ~~of the Company deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionists, provided that such requisitionists hold~~ holding together, as at the date of deposit of the requisition, share representing not less than one-tenth of the paid up capital of the Company which carry ~~carries~~ the right of voting, on a one vote per share basis, at general meetings of the Company. ~~General meetings may also be convened on the~~ The written requisition shall be ~~of any one member of the Company which is a recognised clearing house (or its nominee)~~ deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and the resolution to be added to the meeting agenda, and signed by the requisitionist(s). ~~, provided that such requisitionist hold as at the date of deposit of the requisition not less than onetenth of the paid up capital of the Company which carries the right of voting at general meetings of the Company.~~ If the Board does not within 21 days from the date of deposit of the requisition proceed duly to convene the meeting, to be held within a further 40 days, the requisitionist(s) themselves ~~or any of them representing more than one-half of the total voting rights of all of them,~~ may convene the general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the Board provided that any meeting so convened shall not be held after the expiration of three months from the date of deposit of the requisition, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to them by the Company.

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An annual general meeting~~and any extraordinary~~ ~~l i lld f h i f il~~	An annual general meeting~~and any extraordinary~~ ~~l i lld f h i f il~~	An annual general meeting~~and any extraordinary~~ ~~l i lld f h i f il~~	An annual general meeting~~and any extraordinary~~ ~~l i lld f h i f il~~	~~d di~~	~~d di~~	~~d di~~
~~genera meetng cae or te passng o a speca~~ ~~resolution~~ ~~s~~hall be called by not less than 21 days’ notice in writing~~(or such longer period as may~~ ~~f i i b id d h libl~~
		~~(or suc onger pero as may~~ ~~b id d h libl~~
~~rom tme to tme e requre uner te appcae~~ ~~l d li ildi ih liii~~
~~aws an reguatons, ncung wtout mtaton~~ ~~to the Listing Rules)~~ andall ~~any~~ other~~extraordinary~~ general meetings (including an extraordinary general meetings) shall be called by not less than 14 days’ notice in writing~~(or such longer period as~~ ~~may from~~ ~~time to time be required under the~~ ~~applicable laws and~~ ~~regulations, including without~~ ~~limitation to the Listing~~ ~~Rules)~~ . Subject to the requirement under the Listing Rules, the notice shall beex ~~in~~ clusive of the day on which it is served or deemed to be served and of the day for which it is given.~~, and shall specify the time,~~ ~~place, and~~ ~~agenda of the meeting, particulars of the~~ ~~resolutions~~ ~~to be considered at the meeting and in the~~ ~~case of~~ ~~special business (as defined in Article 75) 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 to the Auditors and to~~ ~~all members other than~~ ~~such as, under the provisions~~ ~~hf h f~~ ~~i f h h h hld~~
~~ereo or te terms o~~ ~~ssue o te sares tey o, are~~ ~~not entitled to~~ ~~receive such notice from the Company.”~~ The notice shall specify (a) the time and date of the meeting, (b) save for an electronic meeting, the place of the meeting and if there is more than one meeting location as determined by the Board pursuant to Article			~~ssue o te sares tey o, are~~ ~~h i f h ”~~
						Article
79A, the principal place of the meeting (the					“Principal
Meeting Place”) and other place(s) of the				meeting, (c)
if the general meeting is to be a hybrid
electronic meeting, the notice shall
to that effect and with details of
for attendance	and	participation by electronic means
all persons entitled to a share in consequence of the
death or bankruptcy or winding-up of a member of the Company and to each of the Directors and the Auditors.

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(b) (c) Omission to give notice/ instrument of proxy 74. (a) (b)	Notwithstanding~~paragraph (a) above, all extra~~ ~~ordinary general meetings may be~~ that a meeting of the Company is called byshort noticethan that referred to in Article 73(a), it shall be deemed to have been	Notwithstanding~~paragraph (a) above, all extra~~ ~~ordinary general meetings may be~~ that a meeting of the Company is called byshort noticethan that referred to in Article 73(a), it shall be deemed to have been	~~h b ll~~
	duly called	~~f l h 1 l bi d if~~

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Proceedings at General Meetings

Special business

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

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Quorum

For all purposes the quorum for a general meeting shall be two members present in person or by proxy, or, for quorum purposes only, two persons appointed by the clearing house as authorized representative or proxy shall form a quorum for all purposes provided always that if the Company has only one member of record the quorum shall be that one member present in person or by proxy. No business (except the appointment of a Chairman) shall be transacted at ~~l~~ any general meeting unless the requisite quorum shall be present at the commencement of the business.
When if quorum not present 77. If within thirty (30) minutes (or such longer time not meeting to be dissolved and exceeding one hour as the chairman of the meeting may when to be adjourned determine to wait) after the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of members of the Company, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and (where applicable) same place(s) or to such day, such time and (where applicable) such place(s) and in such form and manner referred to in Article 71 as the chairman of the meeting (or in default, the Board) may absolutely determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved. ~~If within 15 minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition~~

~~of members, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and place as shall be decided by the Board, and if at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding 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.~~

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Chairman of general meeting 78. (1) The Chairman shall take the chair at every general meeting, or, if there be no such Chairman or, if at any general meeting such Chairman shall not be present within 15 minutes after the time appointed for holding such meeting or is unwilling to act, the Directors present shall choose another Director as Chairman, and if no Director be present, or if all the Directors present decline to take the chair, or if the Chairman chosen shall retire from the chair, then the members present (whether in person or represented by proxy or duly authorised representative) shall choose one of their own number to be Chairman. For the avoidance of doubt and without prejudice to the foregoing, the chairman of the meeting is not required to be physically present at the Principal Meeting Place as long as he/she is electronically present in the manner provided in Article 79A.

(2) If the Chairman is participating in the general meeting using an electronic facility or facilities and becomes unable to participate in the general meeting using such electronic facility or facilities, another person (determined in accordance with Article 78(1) above) shall preside as Chairman of the meeting unless and until the original Chairman of the meeting is able to participate in the general meeting using the electronic facility or facilities.

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Power to adjourn general meeting/business of adjourned meeting

Subject to Article 79C, the Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time (or indefinitely) and/or from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting) as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the details set out in Article 73(a) but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment. ~~The Chairman may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for 14 days or more, at least seven clear days’ notice, specifying the place, the day and the hour of the adjourned meeting shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of business to be transacted at the adjourned meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.~~

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79A (1) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (“ Meeting Location(s) ”) determined by the Board at its absolute discretion. Any member of the Company or any proxy attending and participating in such way or any member of the Company or proxy attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.

(2) All general meetings are subject to the following and, where appropriate, all references to a “member of the Company” or “members of the Company” in this sub-paragraph (2) shall include a proxy or proxies respectively:
(a) where a member of the Company is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;
(b) members of the Company present in person or by proxy at a Meeting Location and/or members of the Company attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the Chairman is satisfied that adequate electronic facilities are available throughout the meeting to ensure that members of the Company at all Meeting Locations and members of the Company participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;

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(c) where members of the Company attend a meeting by being present at one of the Meeting Locations and/or where members of the Company participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more members of the Company or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and

(d) if any of the Meeting Locations is not in the same jurisdiction as the Principal Meeting Place and/or in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place; and in the case of an electronic meeting, the time for lodging proxies shall be as stated in the notice for the meeting.

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79B The Board and, at any general meeting, the Chairman may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a member of the Company who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any member of the Company so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.
79C If it appears to the chairman of the general meeting that:
(a) the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Article 79A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of the meeting; or
(b) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or
(c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or

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(d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;

then, without prejudice to any other power which the Chairman may have under these Articles or at common law, the Chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period) and the Chairman may change the meeting to another date and/or time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the members of the Company. All business conducted at the meeting up to the time of such adjournment shall be valid.

79D The Board and, at any general meeting, the Chairman may make any arrangement and impose any requirement or restriction the Board or the Chairman, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Members of the Company shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.

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79E If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by the form or by means of electronic facilities specified in the notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the members of the Company. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:

(a) when a meeting is so postponed, the Company shall endeavour to post a notice of such postponement on the Company’s website as soon as practicable (provided that failure to post such a notice shall not affect the automatic postponement of a meeting);
(b) when only the form of the meeting or electronic facilities specified in the notice are changed, the Board shall notify the members of the Company of details of such change in such manner as the Board may determine;

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(c) when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice to Article 79, unless already specified in the original notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the members of the Company of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Articles not less than 48 hours before the time of the postponed meeting; and
(d) notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original notice of general meeting circulated to the members of the Company.
79F All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 79C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.
79G Without prejudice to other provisions in Articles 79 to 79F, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

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79H Without prejudice to Articles 79A to 79G, and subject to the Companies Act and the Listing Rules, the Board may resolve to enable persons entitled to attend an electronic meeting to do so by simultaneous attendance by electronic means with no member necessarily in physical attendance at the electronic meeting. Each member or (in the case of a member being a corporation) its duly authorised representative or its proxy shall be counted in the quorum for, and entitled to vote at, the electronic meeting in question, and that general meeting shall be duly constituted and its proceedings valid if the chairman of the electronic meeting is satisfied that adequate facilities are available throughout the electronic meeting to ensure that members attending the electronic meeting who are not present together at the same place may, by electronic means, attend and speak or communicate and vote at it.

Poll

At any general meeting a resolution put to the vote of the meeting shall be decided on a poll save that in the case of a physical meeting, the Chairman may, in good faith, allow a resolution which relates purely to a procedural or administrative matter as prescribed under the Listing Rules to be voted on by a show of hands. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the Chairman may determine. The result of a poll shall be deemed to be the resolution of a meeting ~~and the Company shall disclose the voting figures on al poll as required by the Listing Rules~~ at which the poll was taken.
[intentionally deleted] ~~A poll shall (subject as provided in Article 82) be taken in such manner (including the use of ballot or voting papers or tickets) as the Chairman directs.~~

In what case poll taken without adjournment

Any poll on the election of a Chairman of a meeting or question of adjournment shall be decided at the meeting and without adjournment.
Chairman to have casting vote 83. In the case of an equality of votes, the Chairman of the meeting shall be entitled to a second or casting vote.

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Written resolutions

Subject to the Listing Rules, a resolution in writing (in one or more counterparts), including a special resolution, signed by all members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly appointed representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign.

Votes of 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 every member present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for each share registered in such member’s name in the register. 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. For the avoidance of doubt, where more than one proxy is appointed by a recognised clearing house (or its nominee(s)), each proxy is under no obligation to cast all his votes in the same way.
85A. Where any member of the Company is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member of the Company in contravention of such requirement or restriction shall not be counted.

Votes in respect of decreased and bankrupt members

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 that at least 48 hours before the time of the holding of the meeting or adjourned meeting or postponed meeting (as the case may be) at which he proposed to vote, he shall satisfy the Board of his right to be registered as the holder of such shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

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APPENDIX III

Votes of joint holders

Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding. Several executors or administrators of a deceased member in whose name any share stands shall for the purposes of the Article be deemed joint holders thereof.
Votes of member of 88. A member in respect of whom an order has been made by any unsound mind competent court or official on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs may vote, by any person authorised in such circumstances to do so, and such person may vote ~~on a poll~~ by proxy.
Qualification for voting 89. (a) Save as expressly provided in these Articles or as otherwise determined by the Board, no person other than a member duly registered and who shall have paid all sums for the time being due from him payable to the Company in respect of his shares shall be entitled to be present or to vote (save as proxy for another member), or to be reckoned in a quorum, either personally or by proxy at any general meeting. All members shall have the right to (a) speak at a general meeting; and (b) vote at a general meeting except where a member is required, by the Listing Rules to abstain from voting to approve the matter under consideration.

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Objections to voting

(b) No objection shall be raised as to the qualification of any person exercising or purporting to exercise any vote or to the admissibility of any vote except at the meeting or adjourned meeting or postponed meeting at which the person exercising or purporting to exercise his vote or the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. In the case of any dispute as to the admission or rejection of any vote, the Chairman of the meeting shall determine the same and such determination shall be final and conclusive.
Proxies 90. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the meeting. ~~On a poll~~ V ~~v~~ otes may be given either personally or by proxy. A proxy need not be a member of the Company. A member (whether or not a recognised clearing house) may appoint any number of proxies to attend in his stead at any one general meeting (or at any one class meeting).

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Instrument appointing proxy to be in writing

The instrument appointing a proxy shall be in writing and if the Board in its absolute discretion determines, may be contained in an electronic communication, and (i) if in writing but not contained in an electronic communication, under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same; or (ii) in the case of an appointment contained in an electronic communication, submitted by or on behalf of the appointer, subject to such terms and conditions and authenticated in such manner as the Board may in its absolute discretion determine. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts. ~~The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney authorised in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.~~

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Delivery of authority for appointment of proxy

The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority, shall be deposited at the registered office of the Company (or at such other place as may be specified in the notice convening the meeting or in any notice of adjournment or postponement or in the instrument of proxy issued by the Company) or if the Company has provided an electronic address in accordance with Article 92A, shall be received at the electronic address specified, not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting or postponed meeting at which the person named in such instrument or, resolution, as the case may be proposes to vote, or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting or postponed meeting, not less than 48 hours before the time appointed for the taking of the poll, and in default the instrument of proxy or, resolution, as the case may be shall not be treated as valid provided always that the Chairman of the meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex or cable or facsimile confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company. No instrument or power of attorney appointing an authorised representative shall be valid after the expiration of twelve months from the date named in it as the date of its execution. Delivery of any instrument appointing a proxy shall not preclude a member from attending and voting in person, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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92A The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address provided in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information.

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Form of proxy

Every instrument of proxy, whether for a specified meeting or otherwise, shall be in common form or such other form that complies with the Listing Rules as the Board may from time to time approve, provided that it shall enable a member, according to his intention, to instruct his proxy to vote in favour of or against (or in default of instructions or in the event of conflicting instructions, to exercise his discretion in respect of) each resolution to be proposed at the meeting to which the form of proxy relates. The Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under these Articles has not been received in accordance with the requirements of these Articles. Subject to aforesaid, if the proxy appointment and any of the information required under these Articles is not received in the manner set out in these Articles, the appointee shall not be entitled to vote in respect of the shares in question.
Authority under instrument 94. The instrument appointing a proxy to vote at a general appointing proxy meeting shall: (a) be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit; and (b) unless the contrary is stated therein, be valid as well for any adjournment or postponement of the meeting as for the meeting to which it relates, provided that the meeting was originally held within 12 months from such date.

When vote by proxy valid though authority revoked

A vote given in accordance with the terms of an instrument of proxy or resolution of a member shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or power of attorney or other authority under which the proxy or resolution of a member was executed or revocation of the relevant resolution or the transfer of the share in respect of which the proxy was given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its registered office, or at such other place as is referred to in Article 92, at least two hours before the commencement of the meeting or adjourned meeting or postponed meeting at which the proxy is used.

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Corporations/clearing 96. (a) Any corporation which is a member of the Company house acting by may, by resolution of its directors or other governing representatives at meetings body or by power of attorney, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of members of any class of shares 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 and where a corporation is so represented, it shall be treated as being present at any meeting in person. A corporation may execute a form of proxy under the hand of a duly authorised officer.

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

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Registered Office

Registered office

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

Board of Directors

Constitution

The number of Directors shall not be less than two.
Board may fill vacancies/ 99. The Board shall have power from time to time and at any appoint additional Directors time to appoint any person as a Director either to fill a casual vacancy on or as an addition to the Board. Any Director so appointed shall hold office only until the first ~~next following~~ annual general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting ~~provided that any Director who so retires shall not be taken into account in determining the number of Directors who are to retire at such meeting by rotation pursuant to Article 116.~~
Alternate Directors 100. (a) A Director may at any time by notice in writing delivered to the registered office of the Compan ~~y.~~ , the principal office of the Company in Hong Kong or at a meeting of the Board, appoint any person (including another Director) to be his Alternate Director in his place during his absence and may in like manner at any time determine such appointment. Such appointment, unless previously approved by the Board, shall have effect only upon and subject to being so approved, provided that the Board may not withhold approval of any such appointment where the proposed appointee is a Director.
- (b) The appointment of an Alternate Director shall determine on the happening of any event which, were he a Director, would cause him to vacate such office or if his appointor ceases to be a Director.

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(c) An Alternate Director shall ~~(except when absent from Hong Kong),~~ be entitled to receive and waive (in lieu of his appointor) notices of meetings of the Directors and shall be entitled to attend and vote as a Director and be counted in the quorum at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all the functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he (instead of his appointor) were a Director. If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director his voting rights shall be cumulative and he need not use all his votes or cast all the votes he uses in the same way. If his appointor is for the time being absent from Hong Kong or otherwise not available or unable to act (as to which a certificate by the alternate shall in the absence of actual notice to the contrary to other Directors be conclusive), his signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor. To such extent as the Board may from time to time determine in relation to any committee of the Board, the foregoing provisions of this paragraph 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.

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(d) An Alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director, but he shall not be entitled to receive from the Company in respect of his appointment as Alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.
(e) In addition to the foregoing provisions of this Article, a Director may be represented at any meeting of the Board (or of any committee of the Board) by a proxy appointed by him, in which event the presence or vote of the proxy shall for all purposes be deemed to be that of the Director. A proxy need not himself be a Director and the provisions of Articles 90 to 95 shall apply mutatis mutandis to the appointment of proxies by Directors save that an instrument appointing a proxy shall nor become invalid after the expiration of twelve months from its date of execution but shall remain valid for such period as the instrument shall provide or, if no such provision is made in the instrument, until revoked in writing and save also that a Director may appoint any number of proxies although only one such proxy may attend in his stead at meetings of the Board (or of any committee of the Board).

Qualification of Directors

A Director need not hold any qualification shares. No Director shall be required to vacate office or be ineligible for reelection 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.

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Directors’ remuneration 102. (a) The Directors shall be entitled to receive by way of remuneration for their services such sum as shall from time to time be determined by the Company in general meeting or by the Board, as the case may be, such sum (unless otherwise directed by the resolution by which it is determined) to be divided amongst the Directors in such proportions and in such manner as they may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. Such remuneration shall be in addition to any other remuneration to which a Director who holds any salaried employment or office in the Company may be entitled by reason of such employment or office.

(b) Payment to any Director or past Director of any sum by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being a payment to which the Director is contractually entitled) must first be approved by the Company in general meeting.

Directors’ expenses

The Directors shall be entitled to be paid all expenses, including travel expenses, reasonably incurred by them in or in connection with the performance of their duties as Directors including their expenses of travelling to and from Board meetings, committee meetings or general meetings or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors.
Special remuneration 104. The Board may grant special remuneration to any Director, who shall perform any special or extra services at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as may be agreed.

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Remuneration of Managing 105. The remuneration of an Executive Director (as appointed Directors, etc. according to Article 108) or a Director appointed to any other office in the management of the Company shall from time to time be fixed by the Board and may be by way of salary, commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits (including share option and/or pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time decide. Such remuneration shall be in addition to such remuneration as the recipient may be entitled to receive as a Director.

When office of Director to be 106. The office of a Director shall be vacated: vacated

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

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(vii) if he shall be removed from office by an ordinary resolution of the members of the Company under Article 122(a).
Directors may contract with 107. (a) (i) No Director or proposed Director shall be Company disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company with any person, company or partnership of or in which any Director shall be member or otherwise interested be capable on that account of being avoided, nor shall any Director so contracting or being any member or so interested be liable to account to the Company for any profit so realized by any such contract or arrangement by reason only of such Director holding that office or the fiduciary relationship thereby established, provided that such Director shall, if his interest in such contract or arrangement is material, declare the nature of his interest at the earliest meeting of the Board at which it is practicable for him to do so, either specifically or by way of a general notice stating that, by reason of the facts specified in the notice, he is to be regarded as interested in any contracts of a specified description which may subsequently be made by the Company.

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(ii) Any Director may continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company in which the Company may be interested and (unless otherwise agreed between the Company and the Director) no such Director shall be liable to account to the Company or the members for any remuneration or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any such other company. The Directors may exercise the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or is about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in the manner aforesaid.

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(b) A Director may hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profit or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Article. Director may not vote where (c) A Director shall not be entitled to vote on (nor shall be he has a material interest counted in the quorum in relation to) any resolution of the Board in respect of any contract or arrangement or any other proposal whatsoever in which he or any of his close associates (or, if required by the Listing Rules, his other associates) has any material interest, and if he shall do so his vote shall not be counted (nor is he to be counted in the quorum for the resolution), but this prohibition shall not apply to any of the following matters, namely:

(aa) the giving of any security or indemnity either: (i) to the Director or any of his close associates in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or
(ii) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or any of his close associates has himself/ themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

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(bb)	any proposal concerning an offer of shares	any proposal concerning an offer of shares	any proposal concerning an offer of shares	any proposal concerning an offer of shares	any proposal concerning an offer of shares	any proposal concerning an offer of shares	any proposal concerning an offer of shares
(cc)	or	debentures or other securities of or by the
					or any other company which the
						promote or be interested in for
	subscription or					purchase where the Director or
							associates is/are or is/are to be
							of the offer; arrangement concerning the
	any proposal or
(dd)	benefit		of employees of the Company or any of
	its
	Director			or any			of his close associates is/are
							same manner as other holders
	Company.

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

~~A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associates is materially interested, but this prohibition shall not apply to any of the following matters namely:~~

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~~(i) any contract or arrangement for giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associates or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;~~

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

~~(iii) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or subunderwriting of the offer;~~

~~(iv) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;~~

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~~(v) any contract or arrangement concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in five (5) per cent or more of the issued shares of any class of shares of such company (or of any third company through which his interest or that of any of his associates is derived) or of the voting rights; or~~

~~(vi) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including: (a) the adoption, modification or operation of any employee’s share scheme or any share incentive or share option scheme under which the Director or his associate(s) may benefit; or~~
~~(b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors, their associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or his associate(s) as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates.~~

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~~Director may vote on proposals (d)~~ ~~not concerning own appointment~~

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

~~Who to decide whether a (e) Where a company in which a Director and/or his~~ ~~Director may vote associate(s) hold(s) five (5) per cent or more is/are materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.~~

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Definition of “Assoiates”

~~(f) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or his associate(s) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director and/or his associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting, such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board.~~

Managing Directors

Power to appoint Managing Directors, etc.

The Board may from time to time appoint any one or more of its body to the office of Managing Director, Joint Managing Director, Deputy Managing Director, or other Executive Director and/or such other employment or executive office in the management of the business of the Company as it may decide for such period and upon such terms as it thinks fit and upon such terms as to remuneration as it may decide in accordance with Article 105.
Removal of Managing 109. Every Director appointed to an office under Article 108 hereof Director, etc shall, without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company, be liable to be dismissed or removed therefrom by the Board.

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Cessation of appointment

A Director appointed to an office under Article 108 shall be subject to the same provisions as to removal as the other Directors of the Company, and he shall, without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company, ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.
Powers may be delegated 111. The Board may from time to time entrust to and confer upon a Managing Director, Joint Managing Director, Deputy Managing Director or Executive Director all or any of the powers of the Board that it may think fit. But the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose, and the said powers may at any time be withdrawn, revoked or varied but no person dealing in good faith and without notice of such withdrawal, revocation or variation shall be affected thereby.

Management

General powers of Company 112. (a) Subject to any exercise by the Board of the powers vested in Board conferred by Articles 113 to 115, the management of the business of the Company shall be vested in the Board which, in addition to the powers and authorities by these Articles expressly conferred upon it, may exercise a l l such powers and do all such acts and things as may be exercised or done or approved by the Company and are not hereby or by the Act ~~Law~~ expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Act ~~Law~~ and of these Articles and to any regulation from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.

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(b) Without prejudice to the general powers conferred by these Articles, it is hereby expressly declared that the Board shall have the following powers:
(i) to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed; and
(ii) to give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.
(c) Except as would, if the Company were a company incorporated in Hong Kong, be permitted by ~~Section l57H of~~ the Companies Ordinance ~~as in force at the date of adoption of these Articles~~ , and except as permitted under the Companies Act ~~Law,~~ the Company shall not directly or indirectly:
(i) make a loan t o a Director or his close associate(s) ~~Associates (as defined in Article 107(f) above)~~ or a director of any holding company of the Company or a body corporate controlled by such Director as defined in section 492 of the Companies Ordinance;
(ii) enter into any guarantee or provide any security in connection with a loan made by any person to a Director or such a director; or
(iii) if any one or more of the Directors hold (jointly or severally or directly or indirectly) a controlling interest in another company, make a loan to that other company or enter into any guarantee or provide any security in connection with a loan made by any person to that other company.

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Article 112(c) shall only have effect for so long as the shares of the Company are listed on The Stock Exchange of Hong Kong Limited.

Managers

Appointment and 113. The Board may from time to time appoint a general manager, remuneration of managers manager or managers of the Company and may fix, his or their remuneration either by way of salary or commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes and pay the working expenses of any of the staff of the general manager, manager or managers who may be employed by him or them in connection with the conduct of the business of the Company.
Tenure of office and power 114. The appointment of such general manager, manager or managers may be for such period as the Board may decide and the Board may confer upon him or them all or any of the powers of the Board as it may think fit.
Terms and conditions of 115. The Board may enter into such agreement or agreements appointment with any such general manager, manager or managers upon such terms and conditions in all respects as the Board may in its absolute discretion think fit, including a power for such general manager, manager or managers to appoint an assistant manager or managers or other employees whatsoever under them for the purpose of carrying on the business of the Company.

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Rotation of Directors

Rotation and retirement of 116. Notwithstanding any other provisions in these Articles, at each Directors annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who become Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. A retiring Director shall retain officer until the close of the meeting at which he retires, and shall be eligible for re-election thereat.
Meeting to fill up vacancies 117. The Company at any general meeting at which any Directors retire in manner aforesaid may fill the vacated office by electing a like number of persons to be Directors.
Retiring Directors to 118. If at any general meeting at which an election of Directors remain in office till ought to take place, the places of the retiring Directors are successors appointed not filled the retiring Directors or such of them as have not had their places filled shall be deemed to have been re-elected and shall, if willing, continue in office until the next annual general meeting and so on from year to year until their places are filled, unless:
(i) it shall be determined at such meeting to reduce the number of Directors; or
(ii) it is expressly resolved at such meeting not to fill up such vacated offices; or
(iii) a resolution for the re-election of such Directors is put to the meeting and lost.

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Power of general meeting to 119. The Company may from time to time in general meeting by increase or reduce the ordinary resolution increase or reduce the number of Directors number of Directors provided that the number of Directors shall not be less than two. Subject to the provisions of these Articles and the Act ~~Law,~~ the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy on the Board or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election ~~, but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting.~~
Notice to be given when 120. No person other than a Director retiring at the meeting shall, person proposed for election unless recommended by the Directors for election, be eligible for election as Director at any general meeting unless a notice signed by a member of the Company (other than the person to be proposed) entitled to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the registered office of the Company or its principal place of business in Hong Kong provided that the minimum length of the period, during which such notice(s) is/ are given, shall be at least seven (7) days and that the period for lodgment of such notice(s) shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.
Register of Directors and 121. The Company shall keep at its registered office a register of notification of changes d ~~D~~ irectors and officers containing their names and addresses to Registrar ~~and occupations~~ and any other particulars required by the Act ~~Law~~ and shall send to the Registrar of Companies of the Cayman Islands a copy of such register and shall from time to time notify the Registrar of Companies of the Cayman Islands of any change that takes place in relation to such Directors and officers as required by the Act ~~Law.~~

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Power to remove Director 122. (a) The Company may by ordinary resolution at any time by ordinary resolution in general meeting remove any Director (including a Managing Director or other executive Director, but without prejudice to any claim for damages under any contract) before the expiration of his term ~~period~~ of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and may by ordinary resolution elect another person in his stead. Any person so elected shall hold office during such time only as the Director in whose place he is elected would have held the same if he had not been removed.

(b) Nothing in this Article should be taken as depriving a Director removed under any provisions of this Article of, or otherwise prejudice his claim for, compensation or damages payable to him, under any contract in respect of the termination of his appointment as Director or of any other appointment or office as a result of the termination of his appointment as Director or as derogatory from any power to remove a Director which may exist apart from the provision of this Article.

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Proceedings of Directors

Meeting of Directors/ Quorum etc.

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

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Convening of board meeting 124. A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board whenever he shall be required so to do by any Director. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or by electronic means to an electronic address from time to time notified to the Company by such Director or (if the recipient consents to it being made available on a website) by making it available on a website or by telephone or in such other manner as the Board may from time to time determine. ~~A Director may, and on request of a Director the Secretary shall, at any time summon a meeting of the Board. Notice thereof shall be given to each Director either in writing or by telephone or by facsimile, telex or telegram at the address or telephone, facsimile or telex number from time to time notified to the Company by such Director or in such other manner as the Board may from time to time determine provided that notice need not be given to any Director or Alternate Director for the time being absent from Hong Kong.~~

How questions to be decided

Subject to Article 107, questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of an equality of votes the Chairman shall have a second or casting vote.

Chairman

The Board may elect a Chairman of its meetings and determine the period (not being a period extending beyond the date of the annual general meeting at which such Chairman is due to retire by rotation under Article 116) for which he is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present within 15 minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting.

Power of meeting

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

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Power to appoint committee 128. The Board may delegate any of its powers to committees and to delegate consisting of such member or members of the Board (including Alternate Directors in the absence of their appointers) as the Board thinks fit, and it may from time to time revoke such delegation or revoke the appointment of and discharge any committees either wholly or in part, and either as to persons or purposes, but every committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Board.
Acts of committee to be of 129. All acts done by any such committee in conformity with same effect as act of such regulations and in fulfilment of the purposes for which Directors it is appointed, but not otherwise, shall have the like force and effect as if done by the Board, and the Board shall have power, with t h e consent of the Company in general meeting, to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.

Proceedings of committee

(a) The meetings and proceedings of any such committee consisting of two or more members of the Board shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not replaced by any regulations imposed by the Board pursuant to Article 128.
(b) The Board shall cause minutes to be made of:–
- (i) all appointments of officers made by the Board;
- (ii) the names of the Directors present each meeting of the Board and of committees appointed pursuant Article 128;
- (iii) all declarations made or notices given by any Director of his interest in any contract or proposed contract or of his holding of any office or property whereby any conflict of duty or interest may arise; and

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(iv) all resolutions and proceedings at all meetings of the Company and of Board and of such committees.

Any such minutes shall be conclusive evidence of any such proceedings if they purport to be signed by the chairman of the meeting or by the chairman of the succeeding meeting.

When acts of Directors 131. All acts bona fide done by any meeting of the Board or by a or committee to be valid committee of Directors or by any person acting as Director notwithstanding defects shall, notwithstanding that it shall be afterwards discovered that there was some defect in the appointment of such Director or persons acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or member of such committee as the case may be.

Directors’ power when vacancies exist

The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.

Directors’ resolutions

A resolution in writing signed by each and every one of the Directors (or their respective alternates pursuant to Article 100(c)) in writing or by facsimile shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held and may consist of several documents in like form each signed by one or more of the Directors or Alternate Directors. A notification of consent to such resolution given by a Director in writing to the Board by any means (including by means of electronic communication) shall be deemed to be his/her signature to such resolution in writing for the purpose of this Article.

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Secretary

Appointment of Secretary

The Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit, and any Secretary so appointed may be removed by the Board. Anything by the Act ~~Law~~ or these Articles required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by or to any assistant or deputy Secretary appointed by the Board, or if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised generally or specifically in that behalf by the Board.
Same person not to act in 135. A provision of the Act ~~Law~~ or of these Articles requiring or two capacities at once authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

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General Management and Use of the Seal

Custody and use of seal

Duplicate seal

The Board shall provide for the safe custody of the seal which shall only be used by the authority of the Board or of a committee of the Board authorised by the Board in that behalf, and every instrument to which such seal shall be affixed shall be signed by a Director or by some other person appointed by the Board for the purpose. The securities seal which shall be a facsimile of the common seal with the word “Securities” engraved thereon shall be used exclusively for sealing securities issued by the Company and for sealing documents creating or evidencing securities so issued. The Board may either generally or in any particular case resolve that the securities seal or any signatures or any of them may be affixed or imprinted on to certificates for shares, warrants, debentures or any other form of security by facsimile or other mechanical means specified in such authority or that any such certificates sealed with the securities seal need not be signed by any person. Every instrument to which the seal is affixed or on which the seal is imprinted as aforesaid shall, as regards all persons dealing in good faith with the Company, be deemed to have been affixed or imprinted on to that instrument with the authority of the Directors previously given.
The Company may have duplicate seal(s) of the common seal or securities seal for use outside of the Cayman Islands under the provisions of the Act ~~Law~~ as and where the Board shall determine, and the Company may by writing under the seal appoint any agents or agent, committees or committee abroad to be the agents of the Company for the purpose of affixing and using such duplicate seal(s) and they may impose such restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the seal, the reference shall, when and so far as may be applicable, be deemed to include any such duplicate seal(s) as aforesaid.

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Cheques and banking arrangements

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, indorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

Power to appoint attorney

(a) The Board may from time to time and at any time, by power of attorney under the seal, appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.
Execution of deeds by (b) The Company may, by writing under its seal, empower attorney any person, either generally or in respect of any specified matter, as its attorney to execute deeds and instruments on its behalf in any part of the world and to enter into contracts and sign the same on its behalf and every deed signed by such attorney on behalf of the Company and under his seal shall bind the Company and have the same effect as if it were under the seal of the Company.

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Regional or local boards

The Board may establish any committees, regional or local boards or agencies for managing any of the affairs of the Company, either in the Cayman Islands, Hong Kong, the People’s Republic of China or elsewhere, and may appoint any persons to be members of such committees, regional or local boards or agencies and may fix their remuneration, and may delegate to any committee, regional or local board or agent any of the powers, authorities and discretions vested in the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any local board or any of them to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be upon such terms and subject to such conditions as the Board may think ~~tf~~ it, and the Board may remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

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Power to establish pension funds and employee share option schemes

The Board may establish and maintain or procure the establishment and maintenance of any contributory or noncontributory pension or provident or superannuation funds or (with the sanction of an ordinary resolution) employee or executive share option schemes for the benefit of, or give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company, or is allied or associated with the Company or with any such subsidiary company, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid, and holding or who have held any salaried employment or office in the Company or such other company, and the wives, widows, families and dependents of any such persons. The Board may also establish and subsidies or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid, and may make payments for or towards the insurance of any such persons as aforesaid, and subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. The Board may do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid. Any Director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument.

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Capitalisation of Reserves

Power to capitalise

The Company in general meeting may upon the recommendation of the Board by ordinary resolution resolve that it is desirable to capitalise all or any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or funds or to the credit of the profit and loss account or otherwise available for distribution (and no ~~rt~~ required for the payment of provision of dividend on any shares with a preferential right to dividend) and accordingly that such sums be set free for distribution amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportion or such other proportions as the members may by ordinary resolution determine on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such members respectively or paying up in full unissued shares, debentures or other securities of the Company to be allotted and distributed credited as fully paid up to and amongst such members in proportion aforesaid or partly in one way and partly in the other, and the Board shall give effect to such resolution, provided that a share premium account and a capital redemption reserve and any reserve or fund representing unrealised profits may, for the purposes of this Article, only be applied in paying up unissued shares to be issued to members of the Company as fully paid up shares or paying up calls or instalments due or payable on partly paid securities of the Company subject always to the provisions of the Act ~~Law.~~

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Effect of resolution to 143. (a) Wherever such a resolution as referred to in Article capitalise 142 shall have been passed the Board shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid up shares, debentures or other securities, if any, and generally shall do all acts and things required to give effect thereto, with full power to the Board:
(i) to make such provision by the issue of fractional certificates or by payment in cash or otherwise (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the members concerned) as they think fit in cases where shares, debentures or other securities become distributable in fractions;
(ii) to exclude the right of participation or entitlement of any member with a registered address outside any territory where in the absence of a registration statement or other special or onerous formalities the circulation of an offer of such right or entitlement would or might be unlawful or where the Board consider the costs, expense or possible delays in ascertaining the existence or extent of the legal and other requirements applicable to such offer or the acceptance of such offer out of proportion to the benefits of the Company; and

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(iii) to authorise any person to enter on behalf of all members entitled thereto into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares, debentures or other securities to which they may be entitled upon such capitalisation, or, as the case may require, for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding o n all such members.

(b) The Board may, in relation to any capit ~~ra~~ lisation sanctioned under this Article in its absolute discretion, specify that and in such circumstances and if directed so to do by a member or members entitled to an allotment and distribution credited as fully paid up of unissued shares or debentures in the Company pursuant to such capitalisation, shall allot and distribute credited as fully paid up the unissued shares, debentures or other securities to which that member is entitled to such person or persons as that member may nominate by notice in writing to the Company, such notice to be received not later than the day for which the general meeting of the Company to sanction the capitalisation is convened.

Dividends and Reserves

Power to declare dividends

(a) Subject to the Act ~~Law~~ and these Articles, the Company in general meeting may declare dividends in any currency but no dividends shall exceed the amount recommended by the Board.

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(b) The dividends, interest and bonuses and any other benefits and advantages in the nature of income receivable in respect of the Company’s investments, and any commissions, trusteeship, agency, transfer and other fees and current receipts of the Company shall, subject to the payment thereout of the expenses of management, interest upon borrowed money and other expenses which in the opinion of the Board are of a revenue nature, constitute the profits Company available for distribution. Board’s power to pay 145. (a) The Board may from time to time pay to the members interim dividends such interim dividends as appear to the Board to be justified by the profits of the Company and in particular (but without prejudice to the generality of the foregoing), if at any time the capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts bona fide, the Board shall not incur any responsibility to the holders of shares conferring any preferential rights. (b) The Board may also pay half-yearly or at other intervals to be selected by it any dividend which may be payable at a fixed rate if the Board is of the opinion that the profits available for distribution justify the payment, Power of Directors to declare (c) The Board may in addition from time to time declare and pay special dividends and pay special dividends on shares of any class of such amounts and on such dates as they think fit, and the provisions of paragraph (a) as regards the powers and the exemption from liability of the Board as relate to declaration and payment of interim dividends shall apply, mutatis mutandis, to the declaration and payment of any such special dividends.

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Dividends not to be paid out 146. No dividend shall be declared or payable except out of the of capital profits and reserves of the Company lawfully available for distribution including share premium. No dividend shall carry interest against the Company. Scrip dividends 147. (a) Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on the capital of the Company, the Board may further resolve:

either

As to cash election

(i) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or pan thereof) in cash in lieu of such allotment. In such case, the following provisions shall apply:
(aa) the basis of any such allotment shall be determined by the Board;
(bb) the Board, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(cc) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded;

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

or

As to scrip election

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

(aa) the basis of any such allotment shall be determined by the Board;

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(bb) the Board, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(cc) 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;
(dd) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares shall be allotted credited as fully paid to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company’s reserve accounts (including any special account, share premium account and capital redemption reserve (if there be any such reserve)) or profit and loss account or amounts otherwise available for distribution as the Board may determine, a sum equal to the aggregate nominal amount of the shares to be allotted on such basis and apply the same in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the elected shares on such basis.

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(b) The shares allotted pursuant to the provisions of paragraph (a) of this Article shall be of the same class as the class of, and shall rank pari passu in all respects with, the shares then held by the respective allottees save only as regards participation:
(i) in the relevant dividend (or share or cash election in lieu thereof as aforesaid); or
(ii) in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend, unless contemporaneously with the announcement by the Board of its proposal to apply the provisions of paragraph (i) or (ii) of paragraph (a) in relation to the relevant dividend or contemporaneously with its announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of this paragraph (a) shall rank for participation in such distributions, bonuses or rights.
(c) The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (a) with full power to the Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the members concerned). The Board may authorise any person to enter into on behalf of all members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.

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(d) The Company may upon the recommendation of the Board by ordinary resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (a) 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.
(e) The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (a) 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, or where the Board considers the costs, expenses or possible delays in ascertaining the existence or extent of the legal and other requirements applicable to such offer or the acceptance of such offer out of proportion to the benefit of the Company, and in any such case the provisions aforesaid shall be read and construed subject to such determination.
Share Premium and Reserves 148. (a)
The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. The Company may apply the share premium account in any manner permitted by the Companies Act ~~Law.~~ The Company shall at all times comply with the provisions of the Companies Act ~~Law~~ in relation to the share premium account.

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(b) The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for meeting claims on or liabilities of the Company or contingencies or for paying off any loan capital or for equalising dividends or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (including shares, warrants and other securities of the Company) as the Board may from time to time think fit, and so that it shall not be necessary to keep any reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute by way of dividend.

Dividends to be paid in 149. Unless and to the extent that the rights attached to any shares proportion to paid up or the terms of issue thereof otherwise provide, all dividends capital shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. For the purpose of this Article no amount paid up on a share in advance of calls shall be treated as paid up on the share.

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Retention of dividends, etc. 150. (a) The Board may retain any dividends or other moneys payable on or in respect of a share upon which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.
(b) The Board may retain any dividends or other monies payable upon shares in respect of which any person is, under the provisions as to the transmission of shares hereinbefore contained, entitled to become a member, or in respect of which any person is under those provisions entitled to transfer, until such person shall become a member in respect of such shares or shall transfer the same.

Deduction of debts

(c) The Board may deduct from any dividend or other monies payable to any member all sums of money (if any) presently payable by him to the Company on account of calls, instalments or otherwise.
Dividend and call together 151. Any general meeting sanctioning a dividend may make a call on the members of such amount as the meeting resolves, but so that the call on each member shall not exceed the dividend payable to him, and so that the call be made payable at the same time as the dividend, and the dividend may, if so arranged between the Company and the member, be set off against the call.

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Dividend in specie

Effect of transfer

The Board, with the sanction of the members in general meeting, may direct that any dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may disregard fractional entitlements, round the same up or down or provide that the same shall accrue to the benefit of the Company, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend and such appointment shall be effective. Where required, a contract shall be filed in accordance with the provisions of the Act ~~Law~~ and the Board may appoint any person to sign such contract on behalf of the persons entitled to the dividend and such appointment shall be effective.
(a) A transfer of shares shall not pass therewith the right to any dividend or bonus declared thereon before the registration of the transfer.

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(b) Any resolution declaring or resolving upon the payment of a dividend or other distribution on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board may specify that the same shall be payable or made to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend or other distribution shall be payable or made to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares.

Receipt for dividends by 154. If two or more persons are registered as joint holders of any joint holders of share shares, any one of such persons may give effectual receipts for any dividends, interim and special dividends or bonuses and other moneys payable or rights or property distributable in respect of such shares.
Payment by post 155. (a) Unless otherwise directed by the Board, any dividend, bonus, interest or other sum payable in cash to a holder of shares may be paid by cheque or warrant sent through the post to the registered address of the member entitled, or, in case of joint holders, to the registered address of the person whose name stands first in the register in respect of the joint holding or to such person and to such address as the holder or joint holders may in writing direct. Every cheque or warrant so sent shall be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the register in respect of such shares and shall be sent at his or their risk, and the payment of any such cheque or warrant by the bank on which it is drawn shall operate as a good discharge to the Company in respect of the dividend and/or bonus and/or other sum represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged.

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(b) The Company may cease sending such cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise its power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

Unclaimed dividend

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

Untraceable Shareholders

Sale of shares of untraceable 157. (a) The Company shall be entitled to sell any shares of shareholders a member or the shares to which a person is entitled by virtue of transmission on death or bankruptcy or operation of law if and provided that:
(i) all cheques or warrants, not being less than three in number, for any sums payable in cash to the holder of such shares have remained uncashed for a period of 12 years;
(ii) the Company has not during that time or before the expiry of the three month period referred to in paragraph (iv) below received any indication of the whereabouts or existence of the member or person entitled to such shares by death, bankruptcy or operation of law;

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(iii) during the 12-year period, at least three dividends in respect of the shares in question have become payable and no dividend during that period has been claimed by the member; and

(iv) upon expiry of the 12-year period, the Company has caused an advertisement to be published in the newspapers, giving notice of its intention to sell such shares, and a period of three months has elapsed since such advertisement and the Exchange has been notified of such intention.

The net proceeds of any such sale shall belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former member for an amount equal to such net proceeds.

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

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Document Destruction

Destruction of registrable 158. (1) The Company shall be entitled to destroy all documents, etc. instruments of transfer, probate, letters of administration, stop notices, powers of attorney, certificates of marriage or death and other documents relating to or affecting title to securities in or of the Company (“Registrable Documents”) which have been registered at any time after the expiration of six years from the date of registration thereof and all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificated which have been cancelled at any time after the expiration of one year from the date of the cancellation thereof and it shall conclusively be presumed in favour of the Company that every entry in the register if purporting to have been made on the basis of an instrument of transfer or Registrable Document so destroyed was duly and properly made and every instrument of transfer or Registrable Document so destroyed was a valid and effective instrument or document duly and properly registered and every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company, provided always that:
(a) the provisions aforesaid shall apply only to the destruction of a document in good faith and without express notice of the Company of any claim (regardless of the parties thereto) to which the document might be relevant;

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(b) nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article; and
(c) references herein to the destruction of any document include references to the disposal thereof in any manner.
(2) Notwithstanding any provision contained in these Articles, the Directors may if permitted by applicable laws, authorise the destruction of documents set out in Article 158(l) and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the Share Registrar on its behalf provided always that this Article shall only apply to the destruction of a document in good faith and without express notice to the Company and its Share Registrar that the preservation of such document was relevant to a claim.

Annual Returns and Filings

Annual returns and filings

The Board shall make the requisite annual returns and any other requisite filings in accordance with the Act ~~Law,~~ the Companies Ordinance and the requirements of such place or places to which the Company may from time to time be subject.

Accounts

Accounts to be kept

The Board shall cause to be kept such proper books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions and otherwise in accordance with the Act ~~Law.~~

Where accounts are to be kept 161. The books of account shall be kept at the Company’s principal place of business in Hong Kong or, subject to the provisions of the Act ~~Law~~ , at such other place or places as the Board thinks fit and shall always be open to the inspection of the Directors.

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Inspection by members 162. The Board shall from time to time determine whether, to what extent, at what times and places and under what conditions or regulations, the accounts and books of the Company, or any of them, shall be open to the inspection of members (other than officers of the Company) and no member shall have any right of inspecting any accounts or books or documents of the Company except as conferred by the Act ~~Law~~ or any other relevant law or regulation or as authorised by the Board or by the Company in general meeting.
Annual profit and loss 163. (a) The Board shall, commencing with the first annual account and balance sheet general meeting, cause to be prepared and to be laid before the members of the Company at every annual general meeting a profit and loss account for the period, in the case of the first account, since the incorporation of the Company and, in any other case, since the preceding account, together with a balance sheet as at the date to which the profit and loss account is made up and a Directors’ report with respect to the profit or loss of the company for the period covered by the profit and loss account and the state of the Company’s affairs as at the end of such period, an Auditors’ report on such accounts prepared pursuant to Article 164 and such other reports and accounts as may be required by law.
Annual report of Directors (b) Printed copies of those documents to be laid before the and balance sheet to be sent members of the Company at an annual general meeting to members etc. shall, not less than 21 days before the date of the meeting, be delivered or sent by post to the registered address of every member of the Company and every holder of debentures of the Company, provided that the Company shall not be required to send printed copies of those documents to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

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(c) To the extent permitted by and subject to due compliance with all applicable laws, rules and regulations, including, without limitation, the Listing Rules, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 163(b) shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the laws, a summary financial statement derived from the Company’s annual accounts and the Directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the Directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the Directors’ report thereon
(d) The requirement to send to a person referred to in Article 163(b) the documents referred to in that provision or a summary financial report in accordance with Article 163(c) shall be deemed satisfied where, in accordance with all applicable laws, rules and regulations, including, without limitation, the Listing Rules, the Company publishes copies of the documents referred to in Article 163(b) and, if applicable, a summary financial report complying with Article 163(c), on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

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Audit

Auditors

The Auditors shall audit the profit and loss account and balance sheet of the Company each year and shall prepare a report thereon to be annexed thereto. Such account and report shall be laid before the Company at its annual general meeting and shall be open to inspection by any member. The Auditors shall at the next annual general meeting following their appointment and at any other time during their term of office, upon request of the Board or any general meeting of the members, make a report on the accounts of the Company in general meeting during their tenure of office.
Appointment and 165. The Company shall at any annual general meeting by ordinary remuneration of Auditors resolution appoint an auditor or auditors of the Company who shall hold office until the next annual general meeting. The removal of an Auditor before the expiration of his period of office shall require the approval of an ordinary resolution of the members in general meeting. The remuneration of the Auditors shall be fixed by the Company by ordinary resolution at the annual general meeting at which they are appointed provided that, unless prohibited by the Listing Rules, in respect of any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board. No person may be appointed as the, or an, Auditor, unless he is independent of the Company. ~~The Board may before the first annual general meeting appoint an auditor or auditors of the Company who shall hold office until the first annual general meeting unless previously removed by an ordinary resolution of the members in general meeting in which case the members at that meeting may appoint Auditors.~~ The Board may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed to fill any casual vacancy by the Board under this Article may be fixed by the Board.

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When accounts to be deemed settled

Every statement of accounts audited by the Auditors and presented by the Board at an annual general meeting shall after approval at such meeting be conclusive except as regards any error discovered therein within three months of the approval thereof. Whenever any such error is discovered within that period, it shall forthwith be corrected, and the statement of account amended in respect of the error shall be conclusive.

Notices

Service of notices

(a) Any notice or document (including any “corporate communication” within the meaning ascribed thereto under the Listing Rules) whether or not to be given or issued under these Articles from the Company shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and any such notice and document may be given or issued by the following means: (a) by serving it personally on the relevant person; (b) by sending it through the post in a prepaid envelope addressed to such member at his registered address as appearing in the register of members or at any other address supplied by him to the Company for the purpose; (c) by delivering or leaving it at such address as aforesaid; (d) by placing an advertisement in appropriate newspapers or other publication and where applicable, in accordance with the requirements of the Exchange; (e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 168, subject to the Company complying with the Companies Act and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person; (f) by publishing it on the Company’s website to which the relevant person may have access, subject to the Company complying with the Companies Act and any other applicable laws,

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rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person and/ or for giving notification to any such person stating that the Notice, document or publication is available on the Company’s website (a “notice of availability”); or (g) by sending or otherwise making it available to such person through such other means to the extent permitted by and in accordance with the Companies Act and other applicable laws, rules and regulations. ~~Any notice or document (including any “Corporate Communication”), whether or not, to be given or issued under these Articles from the Company to a member of the Company shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such notice and document may be served or delivered by the Company on or to any member of the Company either personally or by sending it through the post in a prepaid envelope addressed to such member of the Company at his registered address as appearing in the register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number~~

~~or address or website supplied by him to the Company for the giving of notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the notice being duly received by the member of the company or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Exchange or, to the extent permitted by the applicable laws, by placing it on the company’s website or the Exchange’s website and giving to the member of the Company a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the member of the company by any of the means set out above. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.~~

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(b) Notice of every general meeting shall be given in any manner hereinbefore authorised to:
(i) every person shown as a member in the register of members as of the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the register of members;
(ii) every Person upon whom the ownership of a share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a member of record where the member of record but for his death or bankruptcy would be entitled to receive notice of the meeting;
(iii) the Auditors;
(iv) each Director and Alternate Director;
(v) the Exchange; and
(vi) such other person to whom such notice is required to be given in accordance with the Listing Rules.

No other person shall be entitled to receive notices of general meetings.

The notice of availability may be given by any of the means set out above other than by posting it on the Company’s website.

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Members out of Hong Kong

Every member of the Company or a person who is entitled to receive notice from the Company under the provisions of the Companies Act or these Articles may register with the Company an electronic address to which notices can be served upon him. ~~A member shall be entitled to have notice served on him at any address within Hong Kong. The Company shall give notice sufficient to enable members, whose registered addresses are in Hong Kong, to exercise their rights or comply with the terms of the notice. Any member who has not given an express positive confirmation in writing to the Company or is not deemed to have given an express confirmation in the manner specified in the Listing Rules to receive or otherwise have made available to him notices and documents to be given or issued to him by the Company by electronic means and whose registered address is outside Hong Kong may notify the Company in writing of an address in Hong Kong which for the purpose of service of notice shall be deemed to be his registered address. A member who has no registered address in Hong Kong shall be deemed to have received any notice which shall have been displayed at the transfer office and shall have remained there for a period of 24 hours and such notice shall be deemed to have been received by such member on the day following that on which it shall have been first so displayed, provided that, without prejudice to the other provisions of these Articles, nothing in this Article 168 shall be construed as prohibiting the Company from sending, or entitling the Company not to send, notices or other documents of the Company to any member whose registered address is outside Hong Kong.~~

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When notice by post deemed to 169. Any notice or other document: be served

(a) if served or delivered by post, shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the company or other person appointed by the Board that the envelope or wrapper containing the notice o r other document was so addressed and put into the post shall be conclusive evidence thereof;
(b) if sent by electronic communication, shall be deemed to be given on the day ~~any~~ on which it is transmitted from the server of the Company or its agent. Any notice if ~~or document~~ published ~~laced~~ on the Company’s website or the Exchange’s website, shall be ~~is~~ deemed to have been served on which the notice, document or publication first so appears on the Company’s website or the Exchange’s website to which the relevant person may have access or the day on which the notice of availability is deemed to have been served or delivered to such person under these Articles, whichever is later ~~given by the Company to a member of the Company on the day following that on which a notice of availability is deemed served on the member of the Company;;~~
(c) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof;

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(d) may be given to a member of the Company either in the English language or the Chinese language, subject to due compliance with all applicable laws, rules and regulations; and
(e) if published as an advertisement in a newspaper or other publication permitted under these Articles, shall be deemed to have been served on the day on which the advertisement first so appears ~~Any notice or document sent or made available by using electronic means as provided herein shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by the Listing Rules or any applicable laws or regulations~~ .
Service of notice to persons 170. A notice may be given by the Company to the person or entitled on death, mental persons entitled to a share in consequence of the death, mental disorder or bankruptcy of disorder or bankruptcy of a member by sending it through the a member post in a prepaid letter addressed to him or them by name, or by the title of ~~the personal~~ representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, within Hong Kong supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.
Transferee bound by 171. Any person who by operation of law, transfer or other means prior notices whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which prior to his name and address being entered on the register shall have been duly given to the person from whom he derives his title to such share.

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Notice valid though member decreased

How notice to be signed

Any notice or document delivered or sent ~~by post or left at the registered address of~~ to any member in pursuance of these Articles shall, notwithstanding that such member be then deceased and whether or not the Company has notice of his death be deemed to have been dul ~~t~~ y served in respect of any registered shares whether held solely or jointly with other persons by such member until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice or document on his personal representatives and all persons (if any) jointly interested with him in any such shares.
The signature to any notice to be given by the Company may be written or printed means of facsimile or, where relevant, by Electronic Signature.

Information

Member not entitled to information

Directors entitled to disclose information

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

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

APPENDIX III

Winding Up

Power to distribute assets in specie following liquidation

Subject to the Companies Act, the Company may by special resolution resolve that the Company be wound up voluntarily. If the Company shall be wound up (whether the liquidation is voluntary, under supervision or by the court) the liquidator may, with the authority of a special resolution of the Company and any other sanction required by the Act ~~Law,~~ divide among the members in specie or kind the whole or any part of the assets of the Company (whether the assets shall consist of property of one kind or shall consist of properties of different kinds) and may for such purpose set such value as he deems fair upon any property to be divided and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like authority or sanction vest the whole or any of such assets in trustees upon such trusts for the benefit of the members as the liquidator, with the like authority or sanction and subject to the Act ~~Law,~~ shall think fit, and the liquidation of the Company may be closed and the Company dissolved, provided that no member shall be compelled to accept any assets, shares or other securities in respect of which there is a liability.
Distribution of assets in 177. If the Company shall be wound up, and the assets available for liquidation distribution amongst the members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution amongst the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. This Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

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

APPENDIX III

Service of process

In the event a winding-up of the Company in Hong Kong, every member of the Company who is not for the time being in Hong Kong shall be bound, within 14 days after the passing of an effective resolution to wind up the Company voluntarily, or the making of an order for the winding-up of the Company, to serve notice in writing on the Company appointing some person resident in Hong Kong and stating that person’s full name, address and occupation upon whom all summonses, notices, process, orders and judgments in relation to or under the winding-up of the Company may be served, and in default of such nomination the liquidator of the Company shall be at liberty on behalf of such member to appoint some such person, and service upon any such appointee, whether appointed by the member or the liquidator, shall be deemed to be good personal service on such member for all purpose, and, where the liquidator makes any such appointment, he shall with all convenient speed give notice thereof to such member by advertisement as he shall deem appropriate or by registered post and addressed to such member at his address as appearing in the register, and such notice shall be deemed to be service on the day following that on which the advertisement first appears or the letter is posted.

Indemnities

Indemnities of Directors and officers

(a) Every Director, Auditor or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities incurred or sustained by him as a Director, Auditor or other officer of the Company in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted.

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

APPENDIX III

(b) Subject to the Companies Act ~~Law~~ , if any Director or other person shall become personally liable for the payment of any sum primarily due from the Company, the Board may execute or cause to be executed any mortgage, charge, or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Director or person so becoming liable as aforesaid from any loss in respect of such liability.

Financial Year

Financial year

Unless otherwise determined by the Board, the financial year end of the Company shall be 30 June in each year. ~~The financial year of the Company shall be prescribed by the Board and may, from time to time, be changed by it.~~

Amendment of Memorandum and Articles

Amendment of Memorandum 181. Subject to the Act ~~Law~~ , the Company may at any time and and Articles from time to time by special resolution alter or amend its Memorandum of Association and Articles of Association in whole or in Part.

– 135 –

NOTICE OF ANNUAL GENERAL MEETING

VISION VALUES HOLDINGS LIMITED 遠見控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 862)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Vision Values Holdings Limited (the ‘‘Company’’) will be held at 10th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 23 February 2023 at 11:00 a.m. (the ‘‘Meeting’’) to transact the following ordinary business:

To receive and consider the audited financial statements and the reports of the directors and independent auditor of the Company for the year ended 30 June 2022;
(a) To re-elect Mr. Lo Lin Shing, Simon as an executive director.
(b) To re-elect Mr. Lo, Chris Cze Wai as an executive director.
(c) To re-elect Ms. Yvette Ong as an executive director.
(d) To authorise the board of directors to fix the directors’ remuneration.
To re-appoint Messrs. PricewaterhouseCoopers as independent auditor and to authorise the board of directors to fix its remuneration.

By way of special business to consider and, if thought fit, pass the following ordinary resolutions, with or without modification:

ORDINARY RESOLUTIONS

‘‘THAT:
(a) subject to the following provisions of this resolution, the exercise by the directors of the Company (the ‘‘Directors’’) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company, and to make or grant offers, agreements or options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

– 136 –

NOTICE OF ANNUAL GENERAL MEETING

(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) an issue of shares pursuant to any existing specific authority, including upon the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any bonds, notes, debentures or securities convertible into shares of the Company; (iii) the exercise of options granted under any share option scheme adopted by the Company; and (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution; and
(d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of passing this resolution until whichever is the earliest of:

(1) the conclusion of the next annual general meeting of the Company;
(2) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or
(3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

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

– 137 –

NOTICE OF ANNUAL GENERAL MEETING

‘‘THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) or on any other exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (‘‘Recognised Stock Exchange’’), subject to and in accordance with all applicable laws, rules and regulations and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, or of any other Recognised Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of the shares which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the shares in the capital of the Company in issue as at the date of passing this resolution; and
(c) for the purposes of this resolution, ‘‘Relevant Period’’ means the period from the date of passing this resolution until whichever is the earliest of:
- (1) the conclusion of the next annual general meeting of the Company;
- (2) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or
- (3) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’
‘‘THAT:

subject to the passing of resolutions numbered 4 and 5 as set out in the notice convening this meeting (the ‘‘Notice’’), the general mandate granted to the Directors to allot, issue and deal with additional shares of the Company pursuant to resolution numbered 4 set out in the Notice be and is hereby extended by the addition to it of an amount representing the aggregate nominal amount of the shares in the capital of the Company which are repurchased by the Company pursuant to and since the granting to the Company of the general mandate to repurchase shares in accordance with resolution numbered 5 set out in the Notice.’’

– 138 –

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

By way of special business to consider and, if thought fit, pass the following special resolution:

‘‘THAT:
(a) the proposed amendments (the ‘‘Proposed Amendments’’) to the existing memorandum of association and articles of association of the Company (together, the ‘‘Existing Memorandum of Association and Articles of Association’’), details of which are set forth in Appendix III to the circular of the Company dated 19 January 2023, be and are hereby approved;
(b) the amended and restated memorandum of association and amended and restated articles of association of the Company (incorporating the Proposed Amendments) (together, the ‘‘New Memorandum of Association and Articles of Association’’) in the form of the document marked ‘‘A’’ and produced to this Meeting (for the purpose of identification initialed by the chairman of the Meeting), be and are hereby approved and adopted as the memorandum of association and articles of association of the Company in substitution for, and to the exclusion of, the Existing Memorandum of Association and Articles of Association respectively with immediate effect; and
(c) any one Director be and is hereby authorised to do all such acts and things and execute all such documents, deeds and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the New Memorandum of Association and Articles of Association and to make relevant registrations and filings in accordance with the relevant requirements of the applicable laws, rules and regulations in the Cayman Islands and Hong Kong.’’

By Order of the Board Vision Values Holdings Limited Tang Chi Kei Company Secretary

Hong Kong, 19 January 2023

Registered office: Head office and principal place of Third Floor, Century Yard, business in Hong Kong: Cricket Square, P.O. Box 902, Unit 902, 9/F Grand Cayman, KY1-1103, Shui Hing Centre Cayman Islands 13 Sheung Yuet Road Kowloon Bay Hong Kong

– 139 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

Any member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint another person(s) as his/her proxy to attend and vote instead of him/her. In the case of a recognised clearing house, it may authorise such person(s) as it thinks fit to act as its representative(s) at the meeting and vote in its stead. A proxy need not be a member of the Company.
In order to be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Abacus Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof (as the case may be).
Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting or any adjournment thereof or upon the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.
Where there are joint holders of any share, any one of such holders may vote at the Meeting either personally or by proxy in respect of such share as if he/she were solely entitled to vote; but if more than one of such joint holders be present at the meeting in person or by proxy, then the one of such holders whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
The register of members will be closed from Monday, 20 February 2023 to Thursday, 23 February 2023, both dates inclusive, during which period no transfer of shares will be registered. In order to be entitled to attend and vote at the annual general meeting, all transfers should be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong, for registration not later than 4:30 p.m. on Friday, 17 February 2023.
In accordance with Articles of the Company, Mr. Lo Lin Shing, Simon, Mr. Lo, Chris Cze Wai and Ms. Yvette Ong will retire at the Meeting and being eligible, offer themselves for re-election. Details of the retiring directors have been set out in the circular of the Company dated 19 January 2023.
If typhoon signal no. 8 or above remains hoisted or a black rainstorm warning signal is in force at 8:00 a.m. on the date of the annual general meeting, the meeting will be postponed. Details of alternative meeting arrangements will be published on the Company’s website (www.visionvalues.com.hk) and Hong Kong Exchanges and Clearing Limited’s website (http://www.hkexnews.hk).

The annual general meeting will be held as scheduled when an amber or a red rainstorm warning signal is in force. Shareholders should make their own decision as to whether they would attend the meeting under the bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.

Shareholders who have any queries concerning the alternative meeting arrangements, please call the Customer Service Hotline of Tricor Abacus Limited at telephone number (852) 2980 1333 from 9:00 a.m. to 5:00 p.m., Monday to Friday (excluding public holidays).

– 140 –

AI assistant

Vision Values Holdings Ltd. — AGM Information 2023

49521_rns_2023-01-18_873b12d2-480a-46f4-9d7d-4e0db20de784.pdf

VISION VALUES HOLDINGS LIMITED 遠見控股有限公司

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

PRECAUTIONARY MEASURES AT THE AGM

VISION VALUES HOLDINGS LIMITED 遠見控股有限公司

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION AND ADOPTION OF NEW MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

3. GENERAL MANDATES

LETTER FROM THE BOARD

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

LETTER FROM THE BOARD

5. NOTICE OF AGM

6. VOTING BY POLL

7. CLOSURE OF REGISTER OF MEMBERS

LETTER FROM THE BOARD

8. RESPONSIBILITY STATEMENT

9. RECOMMENDATION

10. GENERAL

APPENDIX I

PARTICULARS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

(1) MR. LO LIN SHING, SIMON (‘‘MR. LO’’) – EXECUTIVE DIRECTOR

(2) MR. LO, CHRIS CZE WAI (‘‘MR. CHRIS LO’’) – EXECUTIVE DIRECTOR

APPENDIX I

(3) MS. YVETTE ONG (‘‘MS. ONG’’) – EXECUTIVE DIRECTOR

APPENDIX II

(1) EXERCISE OF THE REPURCHASE MANDATE

(2) REASONS FOR REPURCHASES

(3) FUNDING OF REPURCHASES

APPENDIX II

(4) STATUS OF REPURCHASED SHARES

(5) SHARE REPURCHASES

(6) SHARE PRICES

APPENDIX II

(7) EFFECT OF THE TAKEOVERS CODE

(8) GENERAL

VISION VALUES HOLDINGS LIMITED 遠見控股有限公司

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

INCORPORATED ON 25 MAY 1998

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

CAYMAN ISLANDS

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

VISION VALUES HOLDINGS LIMITED 遠見控股有限公司

APPENDIX III

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

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

APPENDIX III

CAYMAN ISLANDS

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION OF

VISION VALUES HOLDINGS LIMITED 遠見控股有限公司

Table A

Exclusion of Table A

Interpretation

Interpretation

these Articles

Alternate Director

business day

APPENDIX III

the Company/this Company

Corporate Communication

Companies Ordinance

APPENDIX III

HK Code on

recognised clearing house

Secretary

share

Vision Values Holdings Ltd. AGM Information 2023