THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Win Hanverky Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

WIN HANVERKY HOLDINGS LIMITED 永嘉集團控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3322)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS,

ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (‘‘Annual General Meeting’’) of Win Hanverky Holdings Limited (the ‘‘Company’’) to be held at 6/F, Phase 6, Hong Kong Spinners Industrial Building, 481–483 Castle Peak Road, Kowloon, Hong Kong on Thursday, 15 June 2023 at 10: 30 a.m. is set out on pages 66 to 70 of this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy accompanying the notice of the Annual General Meeting in accordance with the instructions printed thereon and return it to the Hong Kong share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending the Annual General Meeting or any adjournment thereof and voting in person if you so wish and in such event, the form of proxy will be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Considering the latest development of COVID-19, the Company will implement the following precautionary measures at the Annual General Meeting to ensure the safety of the attendees:

(1) Mandatory use of surgical face masks

(2) No provision of refreshments or drinks Any attendee, who feels unwell or has any symptoms of COVID-19, should avoid attending the Annual General Meeting in person. In addition, any attendee who does not comply with the precautionary measures may be denied entry into the meeting venue.

The Company would like to encourage the Shareholders to exercise their rights to vote at the Annual General Meeting by appointing the chairman of the meeting as their proxy to vote on the relevant resolutions at the meeting as an alternative to attending the meeting in person.

26 April 2023

CONTENTS

Page(s)

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1–2
LETTER	FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General Mandates to Issue New Shares and Repurchase Shares . . . . . . .	4
3.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4–6
4.	Adoption of the Amended and Restated Memorandum
	and Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6–7
6.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		8–10
APPENDIX II — Details of the Directors Proposed to be Re-elected
	at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11–13
APPENDIX III — Details of the Proposed Amendments to the
	Existing Memorandum and Articles of Association . . . . . . . . . .	14–65
NOTICE	OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	66–70

– i –

DEFINITIONS

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

‘‘Annual General Meeting’’ the annual general meeting of the Company to be held at 6/F, Phase 6, Hong Kong Spinners Industrial Building, 481– 483 Castle Peak Road, Kowloon, Hong Kong on Thursday, 15 June 2023 at 10: 30 a.m.
‘‘Articles’’ or the articles of association of the Company, as amended from ‘‘Articles of Association’’ time to time
‘‘Board’’

the board of Directors

‘‘Company’’ Win Hanverky Holdings Limited, a company incorporated on 13 December 2005 in the Cayman Islands with limited liability, whose Shares are listed on the Stock Exchange
‘‘Director(s)’’ director(s) of the Company
‘‘Extension Mandate’’ as defined in paragraph 2(c) of the Letter from the Board in this circular
‘‘Group’’ the Company and its subsidiaries
‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong
‘‘Hong Kong’’ The Hong Kong Special Administrative Region of Mainland China
‘‘Issue Mandate’’ as defined in paragraph 2(a) of the Letter from the Board in this circular
‘‘Latest Practicable Date’’ 21 April 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 of Hong Kong Limited
‘‘Mainland China’’ the People’s Republic of China, excluding Hong Kong, Macau and Taiwan
‘‘Memorandum’’ or the memorandum of association of the Company, as ‘‘Memorandum of amended from time to time Association’’
‘‘Proposed Amendments’’ the proposed amendments to the existing Memorandum and Articles of Association as set out in Appendix III to this circular

– 1 –

DEFINITIONS

‘‘Quinta’’

Quinta Asia Limited, a company incorporated in the British Virgin Islands and is beneficially owned as to 70% by Mr. LI Kwok Tung Roy and 30% by Mr. LAI Ching Ping, each an executive Director

‘‘Repurchase Mandate’’ as defined in paragraph 2(b) of the Letter from the Board in this circular

‘‘SFO’’ the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company

‘‘Shareholder(s)’’

holder(s) of the Shares

‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

‘‘Takeovers Code’’ the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong

– 2 –

LETTER FROM THE BOARD

WIN HANVERKY HOLDINGS LIMITED 永嘉集團控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3322)

Executive Directors: Mr. LI Kwok Tung Roy (Chairman) Mr. LAI Ching Ping (Deputy Chairman) Mr. LEE Kwok Leung (Chief Executive Officer) Mr. WONG Chi Keung (Chief Financial Officer)

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

Independent Non-executive Directors:

Mr. KWAN Kai Cheong Mr. MA Ka Chun Ms. CHAN Kit Fun Fanny

Head Office and Principal Place of Business in Hong Kong: 6th Floor, Phase 6 Hong Kong Spinners Industrial Building 481–483 Castle Peak Road Kowloon Hong Kong

26 April 2023

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS

AND

ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting, among others, for (i) the granting of the Issue Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; (iii) the granting of the Extension Mandate to the Directors; (iv) the reelection of Directors; and (v) the adoption of the Proposed Amendments and the amended and restated Memorandum and Articles of Association.

– 3 –

LETTER FROM THE BOARD

2. GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

Ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of general mandates to the Directors:

(a) to allot, issue or deal with new Shares of up to 20% of the aggregate number of Shares in issue as at the date of passing of such resolution (the ‘‘Issue Mandate’’);
(b) to purchase the Shares on the Stock Exchange of up to 10% of the aggregate number of Shares in issue as at the date of passing of such resolution (the ‘‘Repurchase Mandate’’); and
(c) to extend the Issue Mandate by a number representing the aggregate number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate (the ‘‘Extension Mandate’’).

The Issue Mandate and Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in ordinary resolutions No. 4A and 4B set out in the notice of Annual General Meeting.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,284,400,000 Shares.

Subject to the passing of the proposed resolution in respect of the granting of the Issue Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Issue Mandate to issue a maximum of 256,880,000 Shares (representing 20% of the Shares in issue as at the date of granting of the Issue Mandate).

An explanatory statement, as required by the Listing Rules to be given to the Shareholders in connection with the Repurchase Mandate, is set out in Appendix I to this circular.

3. RE-ELECTION OF DIRECTORS

As announced by the Company on 25 July 2022, Ms. CHAN Kit Fun Fanny (‘‘Ms. CHAN’’) was appointed as an independent non-executive Director and a member of each of the audit committee and nomination committee of the Board with effect from 25 July 2022. Ms. Chan was subsequently appointed as the chairman of the remuneration committee of the Board with effect from 7 October 2022. According to Article 86(3) of the Articles of Association, Ms. CHAN, as a newly appointed Director, shall hold office until the Annual General Meeting and be eligible for re-election.

According to Articles 87(1) and 87(2) of the Articles of Association, Mr. LAI Ching Ping (‘‘Mr. LAI’’), Mr. KWAN Kai Cheong (‘‘Mr. KWAN’’) and Mr. MA Ka Chun (‘‘Mr. MA’’) shall retire at the Annual General Meeting by rotation and be eligible to offer themselves for re-election as a Director. All of the above retiring Directors offered themselves for re-election as a Director at the Annual General Meeting.

– 4 –

LETTER FROM THE BOARD

The nomination committee of the Board (the ‘‘Nomination Committee’’) considered the current Board composition and nominated Mr. LAI, Mr. KWAN, Mr. MA and Ms. CHAN to the Board for it to recommend them to stand for election by the Shareholders at the Annual General Meeting (except that Mr. MA who is the chairman of the Nomination Committee and Ms. CHAN who is a member of the Nomination Committee abstained from voting relating to their own nominations). The nominations were made after taking into account the objective criteria (including without limitation, gender, age, cultural and educational background, professional experience, talents, skills, knowledge, length of service and other qualities of the Directors proposed to be re-elected), with due regard for the benefits of diversity, as set out in the board diversity policy adopted by the Company. The Nomination Committee had also taken into account their respective contributions to the Board and their firm commitments to their roles.

Each of Mr. KWAN, Mr. MA and Ms. CHAN, independent non-executive Directors of the Company, has confirmed their independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee is also responsible for, inter alia, assessing the independence of independent non-executive Directors. On 23 March 2023, the Nomination Committee assessed and reviewed the individual independence criteria as set out in Rule 3.13 of the Listing Rules, and affirmed that all independent nonexecutive Directors, including Mr. KWAN, Mr. MA and Ms. CHAN, remained independent.

Mr. KWAN has been an independent non-executive Director of the Company since April 2006. The Nomination Committee has considered that the extensive business experience of Mr. KWAN and his expertise in finance and accounting industries would continue to bring in-depth insights and additional perspective in respect of the Group’s business.

Mr. MA has been an independent non-executive Director of the Company since June 2006. The Nomination Committee has considered that the expertise of Mr. MA in apparel industry and his business experience in Mainland China would continue to bring in-depth insights and additional perspective in respect of the Group’s business.

Being the independent non-executive Directors of the Company for more than nine years, the independence of Mr. KWAN and Mr. Ma is subject to review pursuant to Code Provision B.2.3 of Appendix 14 to the Listing Rules and their further re-appointments should be subject to separate resolutions to be approved by the Shareholders. Mr. KWAN and Mr. MA have not engaged in any executive management of the Group since their appointments. During their years of service with the Company, they have contributed to the Board by providing independent views, impartial ideas and objective advice to the Company in relation to the business, operations, finance, accounting, future development and strategy of the Group. Taking into consideration their understanding of the Group’s operation and business, their independent scope of works in the past years and other factors stated above, the Board considered that Mr. KWAN’s and Mr. MA’s service with the Company for over nine years would not have any impact on their independence and they will continue to bring valuable business experience and knowledge to the Board for its efficient and effective functioning and diversity.

– 5 –

LETTER FROM THE BOARD

Ms. CHAN has been an independent non-executive Director of the Company since July 2022. In view of Ms. CHAN’s educational background, vast experience in business management, and diverse experience and expertise through her involvement across businesses in different sectors, including banking, manufacturing and marketing, the Nomination Committee considered that Ms. CHAN would continue to bring different insights and contribution to the functioning and diversity to the Board.

Biographical details of the abovementioned Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

4. ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 4 April 2023, the Listing Rules have been amended with effect from 1 January 2022 which requires, among others, listed issuers to adopt a uniform set of 14 core standards for shareholder protections for issuers. The Board proposes to amend the Memorandum and Articles of Association to (i) conform to the said core standards for shareholder protections; (ii) provide greater flexibility to the Company in relation to the conduct of general meetings by allowing (but not requiring) general meetings to be held as an electronic meeting and/or a hybrid meeting where the Shareholders may attend by electronic means in addition to as a physical meeting where Shareholders attend in person; and (iii) incorporate certain housekeeping changes. The Board also proposes to adopt the amended and restated Memorandum and Articles of Association which consolidates the Proposed Amendments in substitution for, and to the exclusion of, the existing Memorandum and Articles of Association in their entirety.

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

The legal advisers to the Company as to the Hong Kong laws and the 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 also confirms that there is nothing unusual about the Proposed Amendments for a company listed on the Stock Exchange.

Shareholders are advised that the Chinese translation of the Memorandum and Articles of Association and the Proposed Amendments are for reference only. The English version shall prevail in case of any discrepancy or inconsistency between the English version and its Chinese translation.

5. ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out on pages 66 to 70 of this circular. At the Annual General Meeting, resolutions will be proposed for the Shareholders to consider and, if thought fit, approve, inter alia, the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, the re-election of the retiring Directors, the Proposed Amendments and the adoption of the amended and restated Memorandum and Articles of Association.

– 6 –

LETTER FROM THE BOARD

A form of proxy for use at the Annual General Meeting is enclosed with this circular. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power of attorney or authority must be deposited at the Hong Kong share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending the Annual General Meeting or any adjournment thereof and voting in person if you so wish and in such event, the form of proxy will be deemed to be revoked.

All the resolutions set out in the notice of the Annual General Meeting will be decided by poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by show of hands, as in accordance with the Listing Rules. The chairman of the Annual General Meeting will explain the detailed procedures for conducting a poll at the Annual General Meeting.

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

7. RECOMMENDATION

The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, the re-election of the retiring Directors and the adoption of the Proposed Amendments and the amended and restated Memorandum and Articles of Association are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

8. GENERAL INFORMATION

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

Yours faithfully, For and on behalf of the Board Win Hanverky Holdings Limited LI Kwok Tung Roy Chairman

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

The following is an explanatory statement required under the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,284,400,000 Shares.

Subject to the passing of the proposed resolution in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 128,440,000 Shares (representing 10% of the Shares in issue as at the date of granting of the Repurchase Mandate).

2. REASON FOR REPURCHASE OF SHARES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchase 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 repurchase will benefit the Company and the Shareholders.

The Directors have no present intention to repurchase any Shares.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purchase in accordance with the Memorandum and Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. Repurchases pursuant to the Repurchase Mandate will be made out of the profits of the Company or the proceeds of a fresh issue of Shares made for such purpose or, subject to the Articles of Association and the laws of the Cayman Islands, out of capital provided that the Company is able to pay its debts as they fall due in the ordinary course of business. Any premium payable on a purchase at a purchase price that is over the par value of the Shares subject to such purchase must be paid out of the profits of the Company or out of sums standing to the credit of the share premium account of the Company or, subject to the Articles of Association and the laws of the Cayman Islands, out of capital provided that the Company is able to pay its debts as they fall due in the ordinary course of business.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2022 in the event that the repurchase of Shares were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse 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.

– 8 –

APPENDIX I

EXPLANATORY STATEMENT

4. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the last twelve months:

	Highest	Lowest
	HK$	HK$
2022
April	0.34	0.30
May	0.34	0.28
June	0.30	0.25
July	0.295	0.25
August	0.26	0.23
September	0.25	0.21
October	0.26	0.218
November	0.26	0.223
December	0.25	0.208
2023
January	0.27	0.215
February	0.26	0.227
March	0.246	0.223
April (up to and including the Latest Practicable Date)	0.238	0.218

5. UNDERTAKINGS

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make repurchases of Shares pursuant to the Repurchase Mandate and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such resolution is approved by the Shareholders.

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

– 9 –

APPENDIX I

EXPLANATORY STATEMENT

6. TAKEOVERS CODE

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

As at the Latest Practicable Date, Quinta, being the controlling Shareholder, held 743,769,967 Shares, representing approximately 57.91% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, assuming that the present shareholdings and capital structure of the Company remain the same, the interests of Quinta in the issued Shares would be increased to approximately 64.34% of the total issued share capital of the Company. The Directors are not aware of any consequences which would arise under the Takeovers Code as a result of exercising power under the Repurchase Mandate.

The Directors have no present intention to repurchase any Shares to the extent that it will trigger the obligations under the Takeovers Code to make a mandatory offer or which will result in the number of Shares held by the public being reduced to less than 25% of the total issued shares of the Company.

7. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the six months immediately prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

– 10 –

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The biographical details of the Directors proposed to be re-elected at the Annual General Meeting are set out below:

LAI Ching Ping, aged 72, is an executive Director, co-founder and Deputy Chairman of the Company. He was appointed as an executive Director in December 2005. He is also a director of certain subsidiaries of the Company. Mr. LAI assists the Chairman in board management and provides advice on the Group’s direction and critical decisions. Mr. LAI has over 45 years of experience in the apparel industry.

So far as the Directors are aware, as at the Latest Practicable Date, Mr. LAI was beneficially interested in 4,186,000 Shares representing 0.33% of the issued share capital of the Company and held 30% interest in the issued share capital of Quinta, which in turn held 743,769,967 Shares representing 57.91% of the issued share capital of the Company. Mr. LAI is also a director of Quinta.

Mr. LAI has entered into a services agreement with the Company for a term of three years commencing from 29 January 2021. He is entitled to a monthly remuneration of HK$295,150 which is determined with reference to remuneration benchmark in the industry and the prevailing market conditions. In addition, he will be entitled to a bonus equivalent to two months’ salary and an annual discretionary bonus for each financial year. Mr. LAI will also be entitled to all reasonable out-of-pocket expenses in connection with his performance of the director’s duties.

KWAN Kai Cheong, aged 73, is an independent non-executive Director. He joined the Group in April 2006. Mr. KWAN is currently the chairman of the board of Utopa Limited, a commercial property operating company in Mainland China, and the managing director of Morrison & Company Limited, a business consultancy firm. He is also an independent non-executive director of several listed companies in Hong Kong including Henderson Sunlight Asset Management Limited (as the manager of Sunlight Real Estate Investment Trust), Greenland Hong Kong Holdings Limited, CK Life Sciences Int’l., (Holdings) Inc, HK Electric Investments Limited and HK Electric Investments Manager Limited (as the trustee manager of HK Electric Investments Limited). In addition, he is also a nonexecutive director of China Properties Group Limited, shares of which are listed on the Stock Exchange.

Mr. KWAN previously worked for Merrill Lynch & Co. Inc. and was the president for its Asia Pacific region. He was an independent non-executive director of Beijing Energy International Holding Co., Ltd. (formerly known as Panda Green Energy Group Limited) until June 2021.

Mr. KWAN completed the Stanford Executive Program in 1992. He also holds a Bachelor of Accountancy (Honours) degree from the University of Singapore. He is a fellow of the Institute of Chartered Accountants in Australia, the Hong Kong Institute of Certified Public Accountants and the Hong Kong Institute of Directors.

– 11 –

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. KWAN has entered into a letter of appointment with the Company with a fixed term of office for three years commencing from 29 January 2021. He is entitled to a director’s fee of HK$240,000 per annum which is determined with reference to remuneration benchmark in the industry and the prevailing market conditions.

MA Ka Chun, aged 71, is an independent non-executive Director. He joined the Group in June 2006. Mr. MA has been in the apparel industry for over 35 years and holds a Bachelor of Social Science degree from the University of Hong Kong.

Mr. MA has entered into a letter of appointment with the Company with a fixed term of office for three years commencing from 29 January 2021. He is entitled to a director’s fee of HK$160,000 per annum which is determined with reference to remuneration benchmark in the industry and the prevailing market conditions.

CHAN Kit Fun Fanny, aged 63, is an independent non-executive Director. She joined the Group in July 2022. Ms. CHAN is currently a consultant to the chairman of KBL Group International Ltd., which is engaged in the marketing and manufacturing of apparel and home textile products with major market in the United States and production network across China and Asia. She has over 30 years of experience in banking and manufacturing industries covering corporate and commercial banking, client coverage, strategic transformation, operations management, internal control and compliance, sales and marketing, new business set up and production management.

Ms. CHAN previously worked for China CITIC Bank International and Standard Chartered Bank in their respective wholesale banking divisions. She was also a senior executive in the subsidiaries of Boto International Holdings Ltd. (currently known as Imagi International Holdings Limited, a company whose shares are listed on the Stock Exchange) from 1994 to 2003 during which she led its marketing of consumer products to global markets and supervised its manufacturing of certain product lines.

Ms. CHAN holds a Master of Business Administration degree from the City University London and a Bachelor of Arts degree from the University of Hong Kong.

Ms. CHAN has entered into a letter of appointment with the Company with a fixed term of office for three years commencing from 25 July 2022. She is entitled to a director’s fee of HK$160,000 per annum which is determined with reference to remuneration benchmark in the industry and the prevailing market conditions.

– 12 –

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

GENERAL

Save as disclosed above, as at the Latest Practicable Date, (i) none of the above Directors has any interest (within the meaning of Part XV of the SFO) in the securities of the Company; (ii) none of the above Directors holds, or in the past three years held, any directorship in any public company the securities of which are listed on any securities market in Hong Kong or overseas and other major appointments and professional qualifications; and (iii) none of them has any relationship with any other Directors, senior management or any substantial or controlling shareholders (as defined in the Listing Rules) of the Company.

In relation to the proposed re-election of the above Directors, save as disclosed above and in this circular, there is no information which is discloseable nor is/was any of the above Directors involved in any of the matters required to be disclosed under Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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

The following are the Proposed Amendments to the existing Memorandum and Articles of Association, showing insertions in underline and deletions in strikethrough. The English version shall prevail in case of any discrepancy or inconsistency between the English version and its Chinese translation.

AMENDED AND RESTATED

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

WIN HANVERKY HOLDINGS LIMITED Win Hanverky Holdings Limited 永嘉集團控股有限公司

(Adopted by way of a special resolution passed on 15 June 2023)

Incorporated the 13th day of December, 2005

CAYMAN ISLANDS

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A. MEMORANDUM OF ASSOCIATION

Clause Number Proposed Amendments (showing changes to the existing Memorandum of Association)

Throughout All references to the ‘‘Companies Law’’ in the Memorandum of Association are proposed to amend to the ‘‘Companies Act (as revised)’’.

Heading THE COMPANIES LAWA CT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

Win Hanverky Holdings Limited 永嘉集團控股有限公司

(Adopted by way of a special resolution

passed on 15 June 2023)

~~*2~~ The ~~Rr~~ egistered ~~Oo~~ ffice of the Company shall be at the offices of ~~Codan~~ Conyers Trust Company (Cayman) Limited, ~~Century Yard,~~ Cricket Square, Hutchins Drive, P.O. Box 2681 ~~GT, George Town,~~ Grand Cayman KY1-1111, ~~British West IndiesC~~ ayman Islands.

~~**~~ 8 The share capital of the Company is HK$ ~~390,000~~ 300,000,000 divided into ~~39,000,000~~ 3,000,000,000 shares of a nominal or par value of HK$ ~~0.010~~ .1 each with the 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 share capital subject to the provisions of the Companies Act (as revised) and the Articles of Association of the Company 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 power hereinbefore contained.

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~~Notes~~

~~Following a change in the address system in the Cayman Islands and the adoption of a new postal code as a result of a Cayman government mandated change of postal policy, the Registered Office of the Company has been changed to Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands on 16 October 2006.~~
~~** The share capital of the Company was consolidated from 39,000,000 shares of HK$0.01 each to 3,900,000 shares of HK$0.10 each and thereafter the authorised share capital of the Company was increased from HK$390,000 to HK$300,000,000 by the creation of an additional 2,996,100,000 shares, by a resolution of the sole shareholder passed on 8 August 2006.~~

B. ARTICLES OF ASSOCIATION

Article Number Proposed Amendments (showing changes to the existing Articles of Association)

Throughout All references to the ‘‘Companies Law (Revised)’’ and the ‘‘Law’’ in the Articles of Association are proposed to amend to the ‘‘Companies Act (as revised)’’ and the ‘‘Act’’, respectively.

Cover page

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

THE COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

Win Hanverky Holdings Limited 永嘉集團控股有限公司

~~(Adopted pursuant to resolutions passed on 18 May 2009)~~

(Adopted by way of a special resolution

passed on 15 June 2023)

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APPENDIX III

Index page Heading 2. (1)	SUBJECT Article No. Table A 1 ...... Financial Year 167A THE COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF Win Hanverky Holdings Limited 永嘉集團控股有限公司 (Adopted by way of a special resolution passed on 15 June 2023) ‘‘Act’’ the Companies Act (2023 Revision), 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. ‘‘announcement’’ 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’’~~ ~~the meaning attributed to it in the rules of the~~ ~~Designated Stock Exchange.~~ ‘‘capital’’ the share capital of the Company from time to time ~~of the Company~~ .	SUBJECT Article No. Table A 1 ...... Financial Year 167A THE COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF Win Hanverky Holdings Limited 永嘉集團控股有限公司 (Adopted by way of a special resolution passed on 15 June 2023) ‘‘Act’’ the Companies Act (2023 Revision), 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. ‘‘announcement’’ 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’’~~ ~~the meaning attributed to it in the rules of the~~ ~~Designated Stock Exchange.~~ ‘‘capital’’ the share capital of the Company from time to time ~~of the Company~~ .	Article No.	Article No.
				1 167A
		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. 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. ~~thittibtdtitithlfth~~
		~~e meanng arue o n e rues o e~~ ~~Designated Stock Exchange.~~ the share capital of the Company from time to time ~~of the Company~~ .

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APPENDIX III

‘‘close associate’’ ‘‘Companies Ordinance’’ ~~‘‘dollars’’ and ‘‘$’’~~ ‘‘electronic communication’’ ‘‘electronic means’’ ‘‘electronic meeting’’ ~~‘‘Law’’~~ ‘‘hybrid meeting’’ ‘‘Listing Rules’’ ‘‘Meeting Location’’	in relation to any Director, shall have the
	same meaning as defined in the Listing Rules
	as modified from time to time, except that for
	the purposes of Article 103 where the
	transaction or arrangement to be approved
	by the Board is a connected transaction
	referred to in the Listing Rules, it shall have
	the same meaning as that ascribed to
	‘‘associate’’ in the Listing Rules. the Companies Ordinance(Chapter 622 of the
	Laws of Hong Kong). ~~dollars, the legal currency of Hong Kong.~~ a communication sent, transmitted, conveyed
	and received by wire, by radio, by optical
	means or by other similar means in any form
	through any medium. including sending or otherwise making
	available to the intended recipients of the
	communication an electronic communication.
	a general meeting held and conducted wholly
	and exclusively by virtual attendance and
	participation by Members and/or proxies by
	means of electronic facilities. ~~Th CiLC22L3 f 1961~~
	~~e ompanes aw, ap. (aw o ,~~ ~~lidtddid)fthC~~
	~~as consoae an revse o e ayman~~ ~~Islands.~~ a general meeting convened for the (i)
	physical attendance and participation by
	Members and/or proxies at the Principal
	Meeting Place and where applicable, one or
	more Meeting Locations and (ii) virtual
	attendance and participation by Members
	and/or proxies by means of electronic
	facilities. the rules and regulations of the Designated
	Stock Exchange. shall have the meaning given to it in Article
	64A.

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APPENDIX III

‘‘Member (s)’’ ‘‘ordinary resolution’’ ‘‘physical meeting’’ ‘‘Principal Meeting Place’’ ‘‘Register’’ ‘‘Secretary’’	~~a~~ duly registered holder (s) from time to time of the shares in the capital of the Company. a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which ~~not less than fourteen (14)~~ ~~clear days’~~ Notice ~~(subject to such other~~ ~~iitiidbifid~~
	~~mnmum noce pero as may e spece~~ ~~dthlfthDitdStk~~
	~~uner e rues o e esgnae oc~~ ~~Exchange from time to time)~~ has been duly given~~;~~ in accordance with Article 59. a general meeting held and conducted by
	physical attendance and participation by
	Members and/or proxies at the Principal
	Meeting Place and/or where applicable, one
	or more Meeting Locations. shall have the meaning given to it in Article
	59(2). the principal register and where applicable, any branch register of Members ~~of~~ ~~the~~ ~~Company~~ to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time. any person , firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary.

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APPENDIX III

‘‘special resolution’’

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

‘‘Statutes’’ the ~~LawA~~ ct and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its ~~m~~ Memorandum of ~~aA~~ ssociation and/or these Articles.
~~‘‘Subsidiary and the meaning attributed to them in the rules of Holding the Designated Stock Exchange. Company’’~~

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

‘‘substantial shareholder’’	a person who is entitled to exercise, or to
	control the exercise of, 10% or more (or such
	other percentage as may be prescribed by the
	Listing Rules from time to time) of the voting
	power at any general meeting of the
	Company.

(2)
(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing or reproducing words or figures in a legible and non-transitory form or, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or ~~n~~ Notice and the Member’s election comply with all applicable Statutes, rules and regulations;
(h) references to a document (including, but without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by electronic communication or by any other method and references to a ~~nN~~ otice or document include a ~~nN~~ otice 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;
(i) Section 8 and Section 19 of the Electronic Transactions Act of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles;

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

(j) 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;
(k) references to a meeting: (a) shall mean a meeting convened and held in any manner permitted by these Articles and any Member, proxies and/or Directors (including, without limitation, the chairman of such meeting) attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Statutes and other applicable laws, rules and regulations and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly, and (b) shall, where the context is appropriate, include a meeting that has been postponed by the Board pursuant to Article 64E;
(l) references to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes and 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;
(m) references to electronic facilities include, without limitation, online platform(s), website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise);
(n) where a Member is a corporation, any reference to a Member shall, where the context requires, refer to a duly authorised representative of such Member; and

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(o) nothing in these Articles precludes the holding and conducting of a general meeting in such a way that persons who are not present together at the same place or places may by electronic means attend and participate in it. 3. (1) The share capital of the Company at the date on which these Articles come into effect shall be divided into shares of a par value of Hong Kong dollars ~~$0~~ .10 each. 3. (2) Subject to the ~~Law~~ Act, the Company’s Memorandum and Articles of Association and, where applicable, the Listing Rules and/or the rules of ~~any Designated Stock Exchange and/or~~ any competent regulatory authority, ~~any power of~~ the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for the purposes of the Act. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the ~~Law~~ Act.

(3) ~~Except as allowed by the Law and subject further~~ Subject to compliance with the Listing Rules and the rules and regulations of ~~the Designated Stock Exchange~~ any other ~~relevant~~ competent regulatory authority, the Company ~~shall notm~~ ay give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.
(4) The Board may accept the surrender for no consideration of any fully paid share.
~~(4)(~~ 5) No share shall be issued to bearer.
(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Company’s ~~mM~~ emorandum of ~~a~~ Association (subject, nevertheless, to the ~~Law~~ Act), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares; and

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

Subject to the provisions of the ~~Law~~ Act and the Company’s Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise ~~as the Company may by ordinary resolutions determine or, if there has not been any such determination or so far as the same shall not make specific provision,~~ as the Board may determine.

(2) Subject to the provisions of the ~~LawA~~ ct, the ~~rules of any Designated Stock Exchange~~ Listing Rules and the Memorandum and Articles of Association of the Company, and to any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

[Intentionally deleted] ~~Subject to the Law, any preference shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by ordinary resolution of the Members determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Company in general meeting, either generally or with regard to specific purchases. If purchases are by tender, tenders shall be available to all Members alike.~~

Subject to the ~~LawA~~ ct and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated either with the consent in writing of the holders of not less than three-fourths ~~in nominal value~~ of the voting rights of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

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

(a) the necessary quorum (other than at an adjourned meeting) shall be two persons (or in the case of a Member being a corporation, its duly ~~authorizeda~~ uthorised representative) holding or representing by proxy not less than one-third in nominal value of the issued shares of that class and at any adjourned meeting of such holders, two holders present in person (or in the case of a Member being a corporation, its duly ~~authorizeda~~ uthorised representative) or by proxy (whatever the number of shares held by them) shall be a quorum; and
(b) every holder of shares of the class shall be entitled ~~on a poll~~ to one vote for every such share held by him. ~~;and~~
(c) [Intentionally deleted] ~~any holder of shares of the class present in person or by proxy or authorised representative may demand a poll.~~
(1) Subject to the ~~LawA~~ ct, these Articles, any direction that may be given by the Company in general meeting and, where applicable, the ~~rules of any Designated Stock Exchange~~ Listing Rules and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount to their nominal value. Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable.

Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of ~~m~~ Members for any purpose whatsoever.

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16.

Every share certificate shall be issued under the Seal or a facsimile thereof or with the Seal printed thereon and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. The seal of the Company may only be affixed or imprinted to a share certificate with the authority of the Directors, or be executed under the signature of appropriate officials with statutory authority, unless otherwise

determined by the Directors. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.

Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of ~~n~~ Notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such ~~mM~~ ember, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member ~~of the Company~~ or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.

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23.

Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a ~~n~~ Notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving ~~n~~ Notice of the intention to sell in default, has been served, in the manner in which Notices may be sent to the Members of the Company as provided in these Articles, on the registered holder for the time being of the share or the person entitled thereto by reason of ~~his~~ such holder’s death, ~~or~~ bankruptcy or winding-up.

Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such ~~n~~ Notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no ~~mM~~ ember shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one (1) month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.

When any share has been forfeited, ~~n~~ Notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.

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APPENDIX III

The Register and branch register of Members maintained in Hong Kong, as the case may be, shall be open ~~to~~ for inspection for at least two (2) hours ~~on everyd~~ uring business ~~dayh~~ ours by Members without charge or by any other person, upon a maximum payment of Hong Kong dollars ~~$~~ 2.50 or such lesser sum specified by the Board, at the Office or such other place at which the Register is kept in accordance with the ~~LawA~~ ct or, if appropriate, upon a maximum payment of Hong Kong dollars ~~$~~ 1.00 or such lesser sum specified by the Board at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper or any other newspapers in accordance with the terms equivalent to section 632 of the Companies Ordinance and the requirements of any Designated Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding ~~in~~ the whole thirty (30) days in each year as the Board may determine in accordance with the Companies Ordinance and either generally or in respect of any class of shares. The period of thirty (30) days may be extended for a further period or periods not exceeding thirty (30) days in respect of any year if approved by the Members by ordinary resolution.

Subject to the Listing Rules, ~~Nn~~ otwithstanding any other provision of these Articles the Company or the Directors may fix any date as the record date for:

(a) determining the Members entitled to receive any dividend, distribution, allotment or issue ~~and such record date may be on, or at any time not more than thirty (30) days before or after, any date on which such dividend, distribution, allotment or issue is declared, paid or made;~~ and
(b) determining the Members entitled to receive n ~~N~~ otice of and to vote at any general meeting of the Company.

46. (1)

Subject to these Articles, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.

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APPENDIX III

46. (2)

Notwithstanding the provisions of subparagraph (1) above, for so long as any shares are listed on the Designated Stock Exchange, titles to such listed shares may be evidenced and transferred in accordance with the laws and regulations applicable to and the Listing Rules that are or shall be applicable to such listed shares. The register of members of the Company in respect of its listed shares (whether the Register or a branch register) may be kept by recording the particulars required by Section 40 of the Act in a form otherwise

than legible if such recording otherwise complies with the laws applicable to and the Listing Rules that are or shall be applicable to such listed shares.

The registration of transfers of shares or of any class of shares may, after notice has been given by announcement or by electronic communication or by advertisement in ~~an appointed newspaper or~~ any ~~other~~ newspapers or by any other means in accordance with the requirements of any Designated Stock Exchange to that effect, be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine. The period of thirty (30) days may be extended for a further period or periods not exceeding thirty (30) days in respect of any year if approved by the Members by ordinary resolution.
(2) (a) all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles ~~of the Company~~ have remained uncashed;
(b) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy, winding-up or operation of law; and

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(c) the Company, if so required by the ~~rules governing the listing of shares on the Designated Stock ExchangeL~~ isting Rules, has given notice of its intention to sell such shares to, and caused advertisement both in daily newspaper ~~s~~ and in a newspaper circulating in the area of the last known address of such Member or any person entitled to the share under Article 54 and where applicable, in each case in accordance with the requirements of, ~~the Designated Stock Exchange to be made of its intention to sell such shares in the manner required by t~~ he Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

For the purpose of the foregoing, the ‘‘relevant period’’ means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.

An annual general meeting of the Company shall be held in each financial year other than the financial year of the Company’s adoption of these Articles ~~(within a period of not more than fifteen (15)~~ and such annual general meeting must be held within six（6） months after the ~~holdinge~~ nd of the ~~last preceding annual general meeting or not more than eighteen (18) months after the date of adoption of these Articles,~~ Company’s financial year (unless a longer period would not infringe the ~~rules of the Designated Stock ExchangeL~~ isting Rules, if any) ~~at such time and place as may be determined by the Board.~~
Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. All ~~Gg~~ eneral 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 64A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board in its absolute discretion.

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The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Member(s) (including a recognised clearing house (or its nominees)) holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company, on a one vote per share basis, shall at all times have the right to make a requisition to convene an extraordinary general meeting for the transaction of any business or resolution specified in

such requisition and add resolutions to the agenda of such meeting, and such requisition should be made in writing ~~, by written requisition~~ to the Board or the Secretary of the Company ~~, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition;~~ and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may convene a physical meeting at only one location which will be the Principal Meeting Place ~~do so in the same manner,~~ and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

~~Subject to such other minimum notice period as may be specified under the rules of the Designated Stock Exchange from time to time, a~~ An annual general meeting ~~and any extraordinary general meeting at which the passing of a special resolution is to be considered shall~~ must ~~’~~ be called by Notice of not less than twenty-one (21) clear days. ~~Notice, and aA~~ ll other ~~extraordinary g~~ eneral meetings (including an extraordinary general meeting) must ~~may~~ be called by Notice of not less than fourteen (14) clear days ~~’ Notice~~ but if permitted by the Listing Rules, a general meeting may be called by shorter notice, subject to the ~~Law and the rules of the Designated Stock ExchangeA~~ ct, if it is so agreed:

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

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59. (2)

The ~~n~~ Notice shall specify (a) the date and time ~~and place~~ of the meeting; (b) save for an electronic meeting, the place of the meeting and ~~, in case of special business, the general nature of the business~~ if there is more than one meeting location as determined by the Board

pursuant to Article 64A, the principal place of the meeting (the ‘‘Principal Meeting Place’’); (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the Notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting (which electronic facilities or electronic platform may vary from meeting to meeting as the Board, in its sole discretion, may see fit) or where such details will be made available by the Company prior to the meeting; and (d) particulars of resolutions to be considered at the meeting. The ~~n~~ Notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such ~~nN~~ otices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.

(3) The Board shall have the power to provide in every Notice calling a general meeting the circumstances in which a postponement or change of the relevant general meeting may occur automatically without further notice including, without limitation, where a tropical cyclone warning signal no. 8 or above, black rainstorm warning or other similar event is in force at any time prior to or at the time of the general meeting on the day of the general meeting.
(1) (d) appointment of Auditors (where special notice of the intention for such appointment is not required by the ~~LawA~~ ct) and other officers; and
(e) the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration to the Directors. ~~;~~
(f) [Intentionally deleted] ~~the granting of any mandate or authority to the Directors to offer, allot, grant options over or otherwise dispose of the unissued shares in the capital of the Company representing not more than 20 per cent. in nominal value of its existing issued share capital; and~~
(g) [Intentionally deleted] ~~the granting of any mandate or authority to the Directors to repurchase securities of the Company.~~

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No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. Two (2) Members entitled to vote and present (including attendance by electronic means) in person or by proxy or, for quorum purposes only, two (2) persons appointed by the clearing house as ~~(in the case of a Member being a corporation) by~~ its duly authorised representative or proxy shall form a quorum for all purposes.

If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and (where applicable) same place(s) or to such time and (where applicable) such place(s) ~~asa~~ nd in such form and manner referred to in Article 57 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.
(1) The chairman of the Company or if there is more than one chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by all the Directors present shall preside as chairman at every general meeting. If at any meeting ~~then~~ o chairman, is ~~not p~~ resent within fifteen (15) minutes after the time appointed for holding the meeting, or is ~~not w~~ illing to act as chairman of the meeting, the deputy chairman of the Company or if there is more than one deputy chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by all the Directors present shall preside as chairman of the meeting. If no chairman or deputy chairman is present or is willing to act as chairman of the meeting, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or ~~(in the case of a Member being a corporation) by its duly authorised representative or~~ by proxy and entitled to vote shall elect one of their number to be chairman of the meeting.

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If the chairman of a general meeting 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 63(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.

Subject to Article 64C, ~~T~~ 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’ ~~nN~~ otice of the adjourned meeting shall be given specifying the ~~time and place of the adjourned meeting~~ details set out in Article 59(2) but it shall not be necessary to specify in such ~~n~~ 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 ~~nN~~ otice of an adjournment.

64A. (1)

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

64A. (2)

All general meetings are subject to the following and, where appropriate, all references to a ‘‘Member’’ or ‘‘Members’’ in this sub-paragraph (2) shall include a proxy or proxies respectively: (a) where a Member is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;

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(b) Members present in person or by proxy at a Meeting Location and/or Members attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that Members at all Meeting Locations and Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;

(c) where Members attend a meeting by being present at one of the Meeting Locations and/or where Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more Members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and
(d) if any of the Meeting Locations is not in the same jurisdiction as the Principal Meeting Place and/or in the case of a hybrid meeting, unless otherwise stated in the Notice, 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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64B.

64C.

The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Member who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.

If it appears to the chairman of the general meeting that:

(a) the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Article 64A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the Notice of the meeting; or
(b) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or
(c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or
(d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;

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

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64D.

64E.

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

If, after the sending of Notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Members. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every Notice calling a

general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a tropical cyclone warning signal no. 8 or above, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:

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

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(c) when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice to Article 64, unless already specified in the original Notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the Members of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Articles not less than forty-eight (48) hours before the time of the postponed meeting; and

(d) Notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original Notice of general meeting circulated to the Members.

64F. All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 64C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/ or resolutions passed at that meeting.

64G. Without prejudice to other provisions in Article 64, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

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66. (1)

66. (2)

Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a ~~show of hands every Member present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have one vote and on a~~ poll every Member present in person or by proxy ~~or, in the case of a Member being a corporation, by its duly authorised representative~~ shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. ~~Notwithstanding anything contained in these Articles,~~ A resolution put to the vote of a meeting shall be decided by way of a poll save that in the case of a physical meeting, the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. ~~A resolution put to the vote of a meeting shall be decided~~ For the purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views. Votes (whether on a show of hands ~~unless voting~~ or by way of ~~a~~ poll) ~~is required by the rules of the Designated Stock Exchange or (before or on the declaration of the result ofm~~ ay be cast by such means, electronic or otherwise, as the Directors ~~show of hands~~ or the chairman of the meeting may determine. ~~on the withdrawal of any other demand for a poll) a poll is demanded:~~

In the case of a physical meeting where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:

(a) [Intentionally deleted] ~~by the chairman of such meeting; or~~
(b) by at least three Members present in person or ~~in the case of a Member being a corporation by its duly authorised representative or~~ by proxy for the time being entitled to vote at the meeting; or

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(c) by a Member or Members present in person or ~~in the case of a Member being a corporation by its duly authorised representative or~~ by proxy and representing not less than onetenth of the total voting rights of all Members having the right to vote at the meeting; or
(d) by a Member or Members present in person or ~~in the case of a Member being a corporation by its duly authorised representative or b~~ y proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right. ~~; or~~
(e) [Intentionally deleted] ~~if required by the rules of the Designated Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting.~~

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

~~Unless~~ Where a ~~poll~~ resolution is ~~required or duly demanded and the demand is not withdrawn~~ voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution.

~~If a poll is required or duly demanded tT~~ he result of the poll shall be deemed to be the resolution of the meeting ~~at which the poll was required or demanded~~ . The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the ~~rules of the Designated Stock Exchange~~ Listing Rules.

[Intentionally deleted] ~~A poll on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll on any other question shall be taken in such manner (including the use of ballot or voting papers or tickets) and either forthwith or at such time (being not later than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll not taken immediately.~~

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[Intentionally deleted] ~~The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.~~

All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the ~~LawA~~ ct. In the case of an equality of votes, ~~whether on a show of hands or on a poll,~~ the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.

Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.

A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, ~~whether on a show of hands or on a poll,~~ by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote ~~on a poll~~ by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting, or ~~poll~~ postponed meeting, as the case may be.

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(2) Any person entitled under Article 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting or postponed meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.
(2) 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.
(3) Where the Company has knowledge that any Member is, under the ~~rules of the Designated Stock Exchange~~ Listing Rules, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

If:

(a) any objection shall be raised to the qualification of any voter; or
(b) any votes have been counted which ought not to have been counted or which might have been rejected; or
(c) any votes are not counted which ought to have been counted;

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

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Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy needs not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.

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 isprovided,the Companyshall 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 bythe Companyat its designated electronic addressprovided
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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80. (2)

The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the ~~n~~ Notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate), or if the Company has provided an electronic address in accordance with the preceding paragraph, shall be received at the electronic address specified, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting or postponed meeting at which the person named in the instrument proposes to vote ~~or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid~~ . No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or ~~on a poll demanded at a meeting or an adjournedp~~ ostponed meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting ~~in person~~ at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the ~~nN~~ otice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority ~~to demand or join in demanding a poll and t~~ o vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment or postponement of the meeting as for the meeting to which it relates. The Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under these Articles has not been received in accordance with the requirements of these Articles. Subject to aforesaid, if the proxy appointment and any of the information required under these Articles is not received in the manner set out in these Articles, the appointee shall not be entitled to vote in respect of the shares in question.

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A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the ~~n~~ Notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting ~~,~~ or ~~the taking of the poll~~ postponed meeting, at which the instrument of proxy is used.

If a clearing house (or its nominee(s)), being a corporation, is a Member, it may appoint proxies or authorise such persons as it thinks fit to act as its representatives, who enjoy rights equivalent to the rights of other Members at any meeting of the Company or at any meeting of any class of Members provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) 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.

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

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(1) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and thereafter in accordance with Article 87 called for such purpose and who shall hold office for such term as the Members may determine or, in the absence of such determination, in accordance with Article 87 or until their successors are elected or appointed or their office is otherwise vacated.
(3) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed ~~by the Board s~~ hall hold office only until the ~~next following~~ first annual general meeting of the Company after his appointment and shall then be eligible for re-election.
(4) Neither a Director nor an alternate Director shall be required to hold any shares of the Company by way of qualification and a Director or alternate Director (as the case may be) who is not a Member shall be entitled to receive ~~n~~ Notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.
(5) The Members may, at any general meeting convened and held in accordance with these Articles, by ordinary resolution remove a Director (including a managing or other executive Director) at any time before the expiration of his ~~period~~ term of office notwithstanding anything to the contrary in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).
(6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution of the Members at the meeting at which such Director is removed.
(1) Notwithstanding any other provisions in these Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.

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A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed by the Board pursuant to ~~Article 86 (2) or~~ Article 86(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such ~~nN~~ otice is given of his intention to propose such person for election together with such person’s information as may be required to be disclosed by the Company pursuant to the Listing Rules and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that ~~the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that (if the Notices are submitted after the dispatch of the notice of the general meeting appointed for such election) the period for lodgment of such Notice(s) shall commence on the day after the dispatch~~ such Notices must be lodged with the Company at least fourteen (14) days prior to the date of the general meeting of election but no earlier than the day after despatch of the ~~nN~~ otice of the general meeting appointed for such election ~~and end no later than seven (7) days prior to the date of such general meeting~~ .
(3) without special leave of absence from the Board, is absent from meetings of the Board for six consecutive months, and his alternate Director, if any, shall not during such period have attended in his stead and the Board resolves that his office be vacated; ~~or~~

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act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director; and

Subject to the ~~LawA~~ ct and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 102 herein.

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

(i) ~~any contract or arrangement for~~ the giving of any security or indemnity either:-
(a) to ~~such t~~ he Director or his close associate(s) ~~any security or indemnity~~ in respect of money lent ~~by him or any of his associates~~ or obligations incurred or undertaken by him or any of ~~his associates~~ them at the request of or for the benefit of the Company or any of its subsidiaries; or
(b ~~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 close associate(s) has himself/ themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

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( ~~iiii~~ i) any ~~contract or arrangementp~~ roposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase ~~,~~ where the Director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
~~(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;~~
~~(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 a shareholder or in which the Director and any of his associates are not in aggregate beneficially interested in five (5) per cent or more of the issued shares or of the voting rights of any class of shares of such company (or of any third company through which his interest or that of any of his associate is derived); or~~
~~(vi) any proposal or arrangement concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to directors, his associates and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.~~
(iii) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:
(a) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his close associate(s) may benefit; or

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(b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates to the Director, his close associate(s) and employee(s) of the Company or any of its subsidiaries and does not provide in respect of any Director, or his close associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

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

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

(3) [Intentionally deleted] ~~Where a company in which a Director and/or his associate(s) holds five (5) per cent. or more is materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.~~
(3) Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers:
(a) ~~Tt~~ o 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 ~~.~~ ;

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(b) ~~Tt~~ o give to any Directors, officers or servants of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration ~~.~~ ; and
(c) to resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the ~~LawA~~ ct.
(4) The Company shall not make any loan, directly or indirectly, to a Director or his close associate(s) if and to the extent it would ~~Except as would, if the Company were a company incorporated in Hong Kong, bepermitted b~~ e prohibited by ~~Section 157H of~~ the Companies Ordinance ~~(Chapter 32 of the Laws of Hong Kong)~~ as ~~in force at the date of adoption of these Articles, and except as permitted under the Law, the Company shall not directly or indirectlyi~~ f the Company were a company incorporated in Hong Kong.
(i) [Intentionally deleted] ~~make a loan to a Director or a director of any holding company of the Company or to any of their respective associates (as defined by the rules, where applicable, of the Designated Stock Exchange);~~
(ii) [Intentionally deleted] ~~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) [Intentionally deleted] ~~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.~~

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

The Board may meet for the despatch of business, adjourn or postpone and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote.

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A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board ~~of which notice may be given in writing or~~ 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 ~~whenever he shall be required to do so by the president or chairman, as the case may be, or any Director~~ .

(2) Directors may participate in any meeting of the Board by means of a conference telephone, electronic facilities or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.
The Board may elect ~~a~~ one or more chairman and one or more deputy chairman of its meetings and determine the period for which they are respectively to hold such office. If no chairman or deputy chairman is elected, or if at any meeting ~~neither then~~ o chairman ~~nor any~~ or deputy chairman is present within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

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122.

A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability, and all the alternate Directors, if appropriate, whose appointors are temporarily unable to act as aforesaid shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. A notification of consent to such resolution given by a Director in writing to the Board by any means (including by means of electronic communication) shall be deemed to be his signature to such resolution in writing for the purpose of this Article; and a certificate in writing signed by a Director or the Secretary on such notification of consent shall be conclusive evidence thereof. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or alternate Directors and for this purpose a facsimile signature of a Director or an alternate Director shall be treated as valid. Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material.

(1) The officers of the Company shall consist of ~~aa~~ t least one chairman, the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the ~~Law~~ Act and these Articles.
(2) The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors a chairman and if more than one (1) Director is proposed for this office, the ~~election to such office shall take place~~ Directors may elect more than one (1) chairman in such manner as the Directors may determine.
(1)

The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If thought ~~itf~~ it, two (2) or more persons may be appointed as joint Secretaries. The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.

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(1) (b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
(2) Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable laws, authorise the destruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Article and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.
(1) (a) (iv) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (‘‘the non-elected shares’’) and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve (as defined below)) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis; or
(1) (b)
(iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (‘‘the elected shares’’) and in lieu thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve (as defined below)) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis.

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(2)
(a) The shares allotted pursuant to the provisions of paragraph (1) of this Article shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph ( ~~21~~ ) of this Article in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (1) of this Article shall rank for participation in such distribution, bonus or rights.
(1) The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.

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147. (2)

Notwithstanding any provisions in these Articles, the Board may
resolve to capitalise all or any part of any amount for the time being
standing to the credit of any reserve or fund (including a share
premium account and the profit and loss account) whether or not the
same is available for distribution by applying such sum in paying up
unissued shares to be allotted to (i) employees (including directors) of
the Company and/or its affiliates (meaning any individual,
corporation, partnership, association, joint-stock company, trust,
unincorporated association or other entity (other than the Company)
that directly, or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with, the
Company) upon exercise or vesting of any options or awards granted
under anyshare incentive scheme or employee benefit scheme or other
arrangement which relates to such persons that has been adopted or
approved by the Members at a general meeting, or (ii) any trustee of
any trust to whom shares are to be allotted and issued by the
Company in connection with the operation of any share incentive
scheme or employee benefit scheme or other arrangement which
relates to such persons that has been adopted or approved by the
Members at a general meeting.

Subject to Article 153, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

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Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the ~~rules of the Designated Stock Exchange~~ Listing Rules, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 152 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, ~~a summarys~~ ummarised financial statements 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~~ summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

The requirement to send to a person referred to in Article 152 the documents referred to in that article or a summary financial report in accordance with Article 153 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the ~~rules of the Designated Stock ExchangeL~~ isting Rules, the Company publishes copies of the documents referred to in Article 152 and, if applicable, a summary financial report complying with Article 153, on the Company’s ~~computer network~~ website 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.
(1) At the annual general meeting or at a subsequent extraordinary general meeting in each year, the Members shall by ordinary resolution appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the next annual general meeting. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.
(2)

The Members may, at any general meeting convened and held in accordance with these Articles, by ~~special~~ ordinary resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.

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157. 158.	The remuneration of the Auditor shall be fixed by ~~the Company in~~ an ordinary resolution passed at a general meeting or in such manner as the Members may by ordinary resolution determine. ~~Ifthffifditbtbthitidthf~~	The remuneration of the Auditor shall be fixed by ~~the Company in~~ an ordinary resolution passed at a general meeting or in such manner as the Members may by ordinary resolution determine. ~~Ifthffifditbtbthitidthf~~
	~~e oce o auor ecomes vacan y e resgnaon or ea o~~ ~~thAditbhibiiblftibf~~
	~~e uor, or y s ecomng ncapae o acng y reason o~~ ~~illthdibilitttihhiiidth~~
	~~ness or oer say a a me wen s servces are requre, e~~ ~~Dithllfillthdfithtifth~~
	~~recors sa ~~ ~~Aditit~~	~~e vacancy an x e remuneraon o e~~ ~~T~~he Directors may fill any casual vacancy in the
	or continuing Auditor or Auditors, if any, may act. The remuneration
	of any Auditor appointed by the Directors under this Article may be
	fixed by the Board. Subject to Article 155(2), an Auditor appointed
	under this Article shall hold office until the next following annual
	general meeting of the Company and shall then be subject to
	appointment by the Members under Article 155(1) at such
	remuneration to be determined by the Members under Article 157.

The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the Auditor should disclose this fact and name such country or jurisdiction.

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

APPENDIX III

Any Notice or document (including any ‘‘corporate communication’’ within the meaning ascribed thereto under the ~~rules of the Designated Stock Exchange~~ Listing Rules), whether or not, to be given or issued under these Articles from the Company 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 ~~served~~ given or ~~deliveredi~~ ssued by the ~~Company on or to any Member either~~ following means:

(a) by serving it personally ~~or~~ 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 or at any other address supplied by him to the Company for the purpose ~~or, as the case may be, by transmitting;~~
(c) by delivering or leaving it ~~to anya~~ t 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 or may also be served bya~~ s aforesaid;
(d) by placing an advertisement in appropriate newspapers or other publication and where applicable, in accordance with the requirements of the Designated Stock Exchange; ~~or, to the extent permitted by the~~
(e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 161(5), subject to the Company complying with the Statutes and any other ~~the~~ applicable laws, ~~and in accordance with any applicable r~~ ules ~~,~~ and regulations (including the Listing Rules) ~~and f~~ rom time to time in force with regard to any requirements ~~off~~ or the ~~Designated Stock Exchange, by placing~~ obtaining of consent (or deemed consent) from such person;

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APPENDIX III

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

(f) by publishing it on the Company’s website ~~ort~~ o which the ~~website of the Designated Stock Exchange,r~~ elevant person may have access, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations (including the Listing Rules) 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 ~~the member a noticea~~ ny such person stating that the notice, ~~or other~~ document or publication is available ~~there and containing such other particulars as may be required under the rules of the Designated Stock Exchangeo~~ n 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 Statutes and other applicable laws,rules and
	regulations (including the Listing Rules).

161. (2) 161. (3) 161. (4) 161. (5) 161. (6)	The notice of availability may be given ~~to the Member~~ by any of the means set out above ~~subject to compliance with any rules, regulations~~ ~~and requirements of the Designated Stock Exchange~~ other than by posting it on a website. 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. Every person who, by operation of law, transfer, transmission, or
	other means whatsoever, shall become entitled to any share, shall be
	bound by every notice in respect of such share, which prior to his
	name and address (including electronic address) being entered in the
	Register as the registered holder of such share, shall have been duly
	given to the person from whom he derives title to such share. Every Member or a person who is entitled to receive notice from the
	Company under the provisions of the Statutes or these Articles may
	register with the Company an electronic address to which notices can
	be served upon him. Subject to any applicable laws, rules and regulations and the terms of
	these Articles, any notice, document or publication, including but not
	limited to the documents referred to in Articles 152, 153 and 161,may
	be given in the English language only or in both the English language
	and the Chinese language or, with the consent of or election by any
	member, in the Chinese language only to such member.

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APPENDIX III

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

Any Notice or other document:

(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the ~~n~~ Notice or 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 on which it is transmitted from the server of the Company or its agent. A ~~n~~ Notice placed on the Company’s website or the website of the Designated Stock Exchange, is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member ~~or if later, the date on which such Notice or document (including any ‘‘corporate communication’’ within the meaning ascribed thereto under the rules of the Designated Stock Exchange) first appears on the website~~ ;
(c) if published on the Company’s website, shall be deemed to have been served on the day on which the notice, document or publication first so appears on the Company’s website to which the relevant person may have access or the day on which the notice of availability is deemed to have been served or delivered to such person under these Articles, whichever is later;
( ~~cd~~ ) 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; and

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APPENDIX III

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

( ~~de~~ ) ~~may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulationsi~~ f published as an advertisement in a newspaper or other publication permitted under these Articles,

shall be deemed to have been served on the day on which the advertisement first so appears.

(1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the ~~nN~~ otice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.
(2) A ~~nN~~ otice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.
(3) Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every ~~n~~ 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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DETAILS OF THE PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

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

Subject to Article 165(2), ~~Tt~~ he Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

Unless otherwise provided by the Act, a ~~A~~ resolution that the Company be wound up by the court or be wound up voluntarily shall be passed by a special resolution.

(1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) ~~(i~~ f the Company shall be wound up and the assets available for distribution amongst ~~the M~~ embers ~~of the Company~~ shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such ~~mM~~ embers in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, 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.

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

APPENDIX III

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

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

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APPENDIX III

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

FINANCIAL YEAR

167A. Unless otherwise determined by the Directors, the financial year of the Company shall end on the 31st of December in each year

No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the ~~mM~~ emorandum of ~~a~~ Association or to change the name of the Company.
No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the ~~mM~~ embers ~~of the Company~~ to communicate to the public.

– 65 –

NOTICE OF ANNUAL GENERAL MEETING

WIN HANVERKY HOLDINGS LIMITED 永嘉集團控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3322)

NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, 15 JUNE 2023

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the ‘‘Meeting’’) of Win Hanverky Holdings Limited (the ‘‘Company’’) will be held at 6/F, Phase 6, Hong Kong Spinners Industrial Building, 481–483 Castle Peak Road, Kowloon, Hong Kong on Thursday, 15 June 2023 at 10: 30 a.m. for the purpose of transacting the following businesses:

To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the ‘‘Director(s)’’) and the auditor of the Company (the ‘‘Auditor’’) for the year ended 31 December 2022.
2A. (i) To re-elect Mr. LAI Ching Ping as a Director;
(ii) To re-elect Mr. KWAN Kai Cheong as a Director;
(iii) To re-elect Mr. MA Ka Chun as a Director; and
(iv) To re-elect Ms. CHAN Kit Fun Fanny as a Director.
2B. To authorise the Board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration.
To re-appoint Messrs. PricewaterhouseCoopers as the Auditor for the year ending 31 December 2023 and to authorise the Board to fix its remuneration.

– 66 –

NOTICE OF ANNUAL GENERAL MEETING

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

ORDINARY RESOLUTIONS

A. ‘‘THAT:

(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (‘‘Shares’’) and to make or grant offers, agreements, options and rights of exchange or conversion, which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) exercise of any options under any share option scheme or similar arrangement adopted by the Company for the grant or issue of Shares or rights to acquire Shares; (iii) the exercise of the subscription rights or conversion rights under the terms of any warrants issued by the Company or any securities which are convertible into Shares; and (iv) any scrip, dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company, shall not exceed 20 per cent of the aggregate number of Shares in issue at the date of passing this resolution, and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:

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

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

(iii) the passing of an ordinary resolution of the Company in general meeting revoking or varying the authority set out in this resolution.

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

B. ‘‘THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its Shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the Shares may be listed and which is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent of the aggregate number of Shares in issue at the date of passing this resolution and the said approval shall be limited accordingly; and
(c) for the purposes of this resolution:

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

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and
(iii) the passing of an ordinary resolution of the Company in general meeting revoking or varying the authority set out in this resolution.’’

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NOTICE OF ANNUAL GENERAL MEETING

C. ‘‘THAT conditional on the passing of the resolutions set out in paragraphs 4A and 4B of the notice convening this Meeting, the general mandate granted to the Directors and for the time being in force to exercise the powers of the Company to allot, issue and deal with additional Shares pursuant to the resolution set out in paragraph 4A of the notice convening this Meeting be and is hereby extended by the addition to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of a number representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to the resolution set out in paragraph 4B of the notice convening this Meeting, provided that such extended amount shall not exceed 10 per cent of the aggregate number of Shares in issue as at the date of passing this resolution.’’
As special business, to consider and, if thought fit, pass with or without amendments the following resolution as a Special Resolution:

SPECIAL RESOLUTION

‘‘THAT:

(a) the proposed amendments to the existing memorandum and articles of association of the Company set out in Appendix III to the circular of the Company dated 26 April 2023 be and are hereby approved and adopted;
(b) the amended and restated memorandum and articles of association (a copy of which having been produced before the meeting and marked ‘‘A’’ and signed by the chairman of the meeting for the purpose of identification) be and are hereby approved and adopted as the amended and restated memorandum and articles of association of the Company in substitution for, and to the exclusion of, the existing memorandum and articles of association in their entirety with immediate effect after the close of the Meeting; and
(c) any Directors or the company secretary be and is hereby authorised to do all things necessary to implement the adoption of the amended and restated memorandum and articles of association of the Company.’’

By Order of the Board WIN HANVERKY HOLDINGS LIMITED LAM Choi Ha

Company Secretary

Hong Kong, 26 April 2023

– 69 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

Where there are joint registered holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share as if he was solely entitled thereto, but if more than one of such joint holders is present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company shall, in respect of such Share, be entitled alone to vote in respect thereof.
A form of proxy for use at the Meeting is enclosed with the circular to the members of the Company.
A member entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint more than one proxy to attend and to vote in his stead. A proxy needs not be a member of the Company. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power of attorney or authority must be deposited at the Hong Kong share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjourned meeting thereof.
Completion and return of the form of proxy will not preclude a member from attending the Meeting or any adjourned meeting thereof and voting in person. If such member attends the Meeting or any adjourned meeting thereof, however, his form of proxy will be deemed to have been revoked.
The register of members of the Company will be closed from Friday, 9 June 2023 to Thursday, 15 June 2023 (both dates inclusive), during which period no transfer of Shares will be registered. In order to qualify for attendance and voting at the Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4: 30 p.m. on Thursday, 8 June 2023.
In accordance with the relevant requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Chairman of the Board has indicated that he would direct that each of the resolutions set out in the notice of the Meeting be voted on by poll.
A circular containing the information regarding, inter alia, the general mandates to issue Shares and to repurchase Shares, the Directors proposed to be re-elected and the adoption of the amended and restated memorandum and articles of association will be sent to the members of the Company together with the Company’s 2022 Annual Report.

As at the date hereof, the executive Directors of the Company are: Mr. LI Kwok Tung Roy, Mr. LAI Ching Ping, Mr. LEE Kwok Leung and Mr. WONG Chi Keung and the independent non-executive Directors of the Company are: Mr. KWAN Kai Cheong, Mr. MA Ka Chun and Ms. CHAN Kit Fun Fanny.

– 70 –

AI assistant

Win Hanverky Holdings Limited — Proxy Solicitation & Information Statement 2023

50812_rns_2023-04-26_3dd03f84-273b-4736-a44e-726e8fade7c5.pdf

WIN HANVERKY HOLDINGS LIMITED 永嘉集團控股有限公司

PROPOSALS FOR

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS,

ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Page(s)

DEFINITIONS

WIN HANVERKY HOLDINGS LIMITED 永嘉集團控股有限公司

PROPOSALS FOR

AND

ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

1. INTRODUCTION

2. GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

3. RE-ELECTION OF DIRECTORS

LETTER FROM THE BOARD

LETTER FROM THE BOARD

4. ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

5. ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

6. RESPONSIBILITY STATEMENT

7. RECOMMENDATION

8. GENERAL INFORMATION

1. SHARE CAPITAL

2. REASON FOR REPURCHASE OF SHARES

3. FUNDING OF REPURCHASES

4. SHARE PRICES

5. UNDERTAKINGS

6. TAKEOVERS CODE

7. SHARE REPURCHASE MADE BY THE COMPANY

GENERAL

AMENDED AND RESTATED

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

~~WIN HANVERKY HOLDINGS LIMITED~~ Win Hanverky Holdings Limited 永嘉集團控股有限公司

Incorporated the 13th day of December, 2005

CAYMAN ISLANDS

A. MEMORANDUM OF ASSOCIATION

Heading THE COMPANIES ~~LAWA~~ CT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

APPENDIX III

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

B. ARTICLES OF ASSOCIATION

Article Number Proposed Amendments (showing changes to the existing Articles of Association)

THE COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

Win Hanverky Holdings Limited 永嘉集團控股有限公司

APPENDIX III

APPENDIX III

APPENDIX III

APPENDIX III

16.

23.

APPENDIX III

46. (1)

APPENDIX III

46. (2)

APPENDIX III

APPENDIX III

59. (2)

APPENDIX III

APPENDIX III

66. (1)

66. (2)

APPENDIX III

80. (2)

APPENDIX III

APPENDIX III

APPENDIX III

122.

APPENDIX III

APPENDIX III

Win Hanverky Holdings Limited Proxy Solicitation & Information Statement 2023

WIN HANVERKY HOLDINGS LIMITED Win Hanverky Holdings Limited 永嘉集團控股有限公司

Heading THE COMPANIES LAWA CT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES