Yunkang Group Limited - Proxy Solicitation & Information Statement 2021

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company nor is it calculated to invite any such offer.

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

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

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Lenovo Group Limited (Incorporated in Hong Kong with limited liability) (Stock Code: 992)

PROPOSED ISSUANCE AND ADMISSION OF CDRs AND RELATED MATTERS; PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND NOTICE OF GENERAL MEETING

A notice convening the General Meeting of Lenovo Group Limited to be held at Salon Rooms, 5/F, Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Thursday, February 4, 2021 at 9:30 a.m. is set out on pages GM-1 to GM-5 of this circular. Whether or not you are able to attend the General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the share registrar of the Company, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the general meeting or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the General Meeting or any adjourned meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE GENERAL MEETING (“GM”) Considering the current coronavirus (COVID-19) situation, the Company will implement the following precautionary measures to reduce the risk of contracting and spreading of COVID-19 at the GM: (a) mandatory body temperature screening; (b) mandatory wearing of surgical face masks; and (c) no provision of refreshments, food nor beverage. For the safety of the attendees at the GM, seating at the GM will be arranged so as to reduce interaction between participants. As a result, there will be limited capacity for Shareholders to attend the GM. Shareholders attending the GM may be denied entry into or required to leave the venue if any safety regulation or precautionary measures above cannot be complied with. Shareholders may consider exercising their right to vote at the GM by appointing the chairman of the GM as their proxy to vote and returning the form of proxy instead of attending the GM in person. Subject to the development of the COVID-19 situation, the Company may implement further precautionary measures for the GM, the attendees of the GM are urged to view the respective websites of the Company at https://investor.lenovo.com and the HKEXnews of the Stock Exchange of Hong Kong Limited at https://www.hkexnews.hk for future arrangement of the GM.

Hong Kong, January 18, 2021

CONTENTS

			Page
Definitions . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the	board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Appendix I	–	Price Stabilisation Plan of CDRs for Three Years after
		the Proposed Issuance and Admission of CDRs . . . . . . .	I-1
Appendix II	–	Dividend Return Plan for Shareholders for Three Years
		after the Proposed Issuance and Admission of CDRs. . .	II-1
Appendix III	–	Risk Alert Regarding Dilution of Immediate Return by
		the Public Offering of CDRs and Relevant Recovery
		Measures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Appendix IV	–	Binding Measures on Non-performance of Relevant
		Undertakings in connection with the Proposed Issuance
		and Admission of CDRs . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
Appendix V	–	Amendments to the Articles of Association. . . . . . . . . . . . .	V-1
Appendix VI	–	Rules of Procedure of General Meetings. . . . . . . . . . . . . . .	VI-1
Appendix VII	–	Rules of Procedure of Board Meetings . . . . . . . . . . . . . . . .	VII-1
Notice of General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			GM-1

– i –

DEFINITIONS

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

“Articles of Association” the articles of association of the Company and all supplementary, amended or substituted articles for the time being in force;
“Board” the board of directors of the Company and shall include any committee of the board of directors that is duly authorized to act on behalf of the Board;
“Business Day(s)” any day(s) (excluding Saturday, Sunday and public holiday and any day on which a tropical cyclone warning signal number 8 or above is hoisted or on which a “black” rainstorm warning signal is in force between 9:00 a.m. and 5:00 p.m.) on which licensed banks in Hong Kong are generally open for business;
“CDR(s)” Chinese depositary receipt(s) to be issued under the Proposed Issuance and Admission of CDRs;
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);
“Company” Lenovo Group Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Hong Kong Stock Exchange (stock code: 992);
“Completion” completion of the Proposed Issuance and Admission of CDRs;
“Corporate Communications” any documents issued or to be issued by the Company for the information or action of the Shareholders or investing public, as defined in the Listing Rules;
“COVID-19” Coronavirus Disease 2019;
“CSDC” China Securities Depository and Clearing Corporation Limited;
“CSRC” China Securities Regulatory Commission;
“Director(s)” the director(s) of the Company;

– 1 –

DEFINITIONS

“General Meeting” the extraordinary general meeting of the Company to be held on February 4, 2021, or any adjournment thereof, for the Shareholders to consider and, if thought fit, approve the Proposed Issuance and Admission of CDRs, the Specific Mandate and other related matters;
“Group” the Company and its subsidiaries;
“HKD” or “HK$” Hong Kong dollar, the lawful currency of Hong Kong;
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited;
“Latest Practicable Date” January 12, 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;
“Listing Rules”
the Rules Governing the Listing of Securities on Hong Kong Stock Exchange, as amended, supplemented or otherwise modified from time to time;
“PRC”
the People’s Republic of China which, for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC, and Taiwan;
“Proposed Issuance and Admission of CDRs”
the Company’s issuance of CDRs representing newly issued Shares as Underlying Shares and the applications for the admission to listing and trading on STAR Market;
“Regulatory Approvals”
the approvals or decisions from the relevant regulatory authorities and governmental departments in the PRC and Hong Kong (including but not limited to the CSRC, the Hong Kong Stock Exchange, the SSE and the CSDC);
“RMB”
Renminbi, the lawful currency of the PRC;
“Share(s)”
ordinary share(s) of the Company;
“Shareholder(s)” the holder(s) of Share(s);

– 2 –

DEFINITIONS

“Specific Mandate”	a specific mandate to be granted by the Shareholders to
	the Board at the General Meeting to allot and issue
	Underlying Shares pursuant to the Proposed Issuance and
	Admission of CDRs;
“SSE”	the Shanghai Stock Exchange;
“STAR Market”	the Science and Technology Innovation Board of the
	SSE;
“subsidiary(ies)”	has the meaning ascribed to it under the Listing Rules;
“Underlying Shares”	new Shares represented by the CDRs to be issued by the
	Company under the Proposed Issuance and Admission of
	CDRs; and
“%”	per cent.

– 3 –

LETTER FROM THE BOARD

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Lenovo Group Limited (Incorporated in Hong Kong with limited liability) (Stock Code: 992)

Chairman and Executive Director: Mr. Yang Yuanqing

Non-executive Directors: Mr. Zhu Linan Mr. Zhao John Huan

Registered Office: 23rd Floor Lincoln House Taikoo Place 979 King’s Road Quarry Bay Hong Kong

Independent Non-executive Directors:

Mr. Nicholas C. Allen Mr. William O. Grabe Mr. William Tudor Brown

Mr. Yang Chih-Yuan Jerry Mr. Gordon Robert Halyburton Orr

Mr. Woo Chin Wan Raymond Ms. Yang Lan

January 18, 2021

To the Shareholders,

Dear Sir or Madam,

PROPOSED ISSUANCE AND ADMISSION OF CDRs AND RELATED MATTERS; PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND NOTICE OF GENERAL MEETING

1. INTRODUCTION

References are made to the announcements of the Company dated January 12, 2021 and January 17, 2021, respectively, in relation to, among others, the Proposed Issuance and Admission of CDRs, the Specific Mandate and related matters.

The Company intends to hold the General Meeting at Salon Rooms, 5/F, Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Thursday, February 4, 2021, at 9:30 a.m.. The notice to convene the General Meeting is set out in this circular.

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with (i) details of the Proposed Issuance and Admission of CDRs, the Specific Mandate and related matters; (ii) further details of the resolutions approved by the Board and resolutions to be proposed at the General Meeting in relation to the Proposed Issuance and Admission of CDRs; and (iii) a notice of the General Meeting.

2. MATTERS TO BE RESOLVED AT THE GENERAL MEETING

2.1 Resolution on the Proposed Issuance and Admission of CDRs and the Specific Mandate

Ordinary resolutions will be proposed at the General Meeting to approve the Proposed Issuance and Admission of CDRs and the Specific Mandate subject to obtaining the necessary Regulatory Approvals.

The details of the Proposed Issuance and Admission of CDRs are set forth as follows:

(i) Type of securities

The Proposed Issuance and Admission of CDRs involves the Company’s issuance of CDRs representing newly issued Underlying Shares and the Company’s application for the listing and trading of the CDRs on the STAR Market.

(ii) Number of Underlying Shares to be issued

Subject to the below adjustments, the Company may issue a maximum of 1,337,967,290 Underlying Shares to the depositary, representing no more than 10% of the total number of issued Shares as at the Latest Practicable Date as enlarged by the number of Underlying Shares proposed to be issued.

The number of Underlying Shares to be issued will be adjusted if there is any scrip issue, conversion of capital reserve or convertible bonds into share capital of the Company, or any other events which may change the total number of issued Shares prior to the Proposed Issuance and Admission of CDRs.

The final number of Underlying Shares to be issued shall be negotiated with the sponsor and the lead underwriter subject to the communication with the relevant securities regulatory authorities and market conditions. The final number of Underlying Shares to be issued is also subject to the number of CDRs agreed to be registered by relevant regulatory authorities.

(iii) Number of CDRs to be issued

The conversion rate between the CDR and the Underlying Share is 1:1. The final number of the CDRs to be issued is subject to the number agreed to be registered by relevant regulatory authorities.

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LETTER FROM THE BOARD

(iv) Target subscribers

Qualified investors who are in compliance with the requirements of the laws, regulations and regulatory authorities of the PRC and those who have opened trading accounts on the STAR Market (other than those prohibited by the laws, regulations and regulatory documents of the PRC), or such other qualified natural persons in the PRC meeting the market investor suitability regulations of the SSE.

(v) CDRs offered by the Shareholders

The Proposed Issuance and Admission of CDRs does not involve any CDRs or Underlying Shares offered by the existing Shareholders.

(vi) Method of issuance

The Company will adopt a combination of off-line placement and on-line subscription, or such other methods of issuance as approved by the relevant securities regulatory authorities in the PRC (including but not limited to CDR placement to strategic investors).

(vii) Price of CDRs and method of pricing

The pricing of the Proposed Issuance and Admission of CDRs shall be determined through price consultation with enquired persons or other methods permitted by the laws, regulations and requirements of the relevant securities regulatory authorities of the PRC. It will be proposed to the Shareholders at the General Meeting to authorize the Board to, amongst others, determine the final method of pricing.

To ensure that the offer price is in the interests of the Company and the Shareholders as a whole, the Board and the underwriters of the Company will take into account various factors, such as operational and financial conditions of the Company, trading price of the Shares on the Hong Kong Stock Exchange, market conditions of the PRC stock markets and applicable laws and regulations, when determining the final offer price.

If the offer price is lower than the trading price of the Shares, the Board will, after considering relevant factors, decide whether to proceed with the Proposed Issuance and Admission of CDRs.

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LETTER FROM THE BOARD

(viii) Use of Proceeds

After deducting the issuing expenses, the proceeds from the Proposed Issuance and Admission of CDRs are intended to be used for (a) research and development of new technologies, products and solutions, (b) strategic investments in related sectors, and (c) replenishment of the Company’s working capital.

If the actual funds raised from the Proposed Issuance and Admission of CDRs exceed the actual fund required for the intended use of proceeds set out above, the Company will apply the surplus to replenish the working capital of the Company after complying with relevant procedural requirements. If there is any insufficiency in the actual funds raised from the Proposed Issuance and Admission of CDRs, the Company will make up the shortfall by its own funds.

(ix) Place of listing of CDRs

STAR Market

(x) Timing of issuance and listing of CDRs

To be determined by the Board and relevant regulatory authorities upon obtaining approval due from the SSE and after due filing with the CSRC in respect of registering the Proposed Issuance and Admission of CDRs.

(xi) Method of underwriting

Standby underwriting by the lead underwriter.

(xii) Sponsor and lead underwriter

China International Capital Corporation Limited

(xiii) Validity period of the resolutions

For the purposes of the Proposed Issuance and Admission of CDRs, it will be proposed at the General Meeting for the relevant resolutions approving the Proposed Issuance and Admission of CDRs to remain valid for a period of 12 months from the date of approval of such resolutions.

– 7 –

LETTER FROM THE BOARD

The Specific Mandate for the issue of Underlying Shares to the depositary to be appointed by the Company is proposed to be valid for 12 months from the date of approval at the General Meeting.

The Proposed Issuance and Admission of CDRs is conditional upon and subject to, among others:

(a) the passing at the General Meeting of the resolutions to approve the Proposed Issuance and Admission of CDRs and related matters and to grant the Specific Mandate to the Board by the Shareholders;
(b) the obtaining of all necessary Regulatory Approval(s) and written consents for the Proposed Issuance and Admission of CDRs and the issuance of Underlying Shares; and
(c) market conditions.

2.2 CDRs and Underlying Shares conversion restriction

The CDRs cannot be converted into the Underlying Shares represented by the CDRs in principle in accordance with applicable laws and regulations.

2.3 Voting by CDR holders

All Corporate Communications will be transmitted to the CDR holders by the depositary. The CDR holders will be able to transmit their voting instructions to the Company via the depositary by submitting their votes through the online voting platform provided by the SSE or the CSDC.

2.4 Other Resolutions Related to the Proposed Issuance and Admission of CDRs

(i) Resolution on Authorization to the Board and its Authorized Person(s) to Deal with Matters Relating to the Proposed Issuance and Admission of CDRs

An ordinary resolution will be proposed at the General Meeting to approve the authorization to the Board and its authorized person(s) to deal with matters relating to the Proposed Issuance and Admission of CDRs.

In accordance with the relevant laws, regulations and regulatory documents, as well as the Articles of Association, it is proposed that at the General Meeting, approval will be sought from the Shareholders to authorize, among others, the Board and its authorized person(s) to exercise full powers to deal with matters relating to the Proposed Issuance and Admission of CDRs, the scope of authorization includes but not limited to:

(a) handle the matters in relation to the application for the Proposed Issuance and Admission of CDRs, including but not limited to processes of registration, filing, or obtaining approval or consent from the relevant governmental departments and relevant regulatory authorities, including but not limited to the Hong Kong Stock Exchange, the SSE and the CSDC;

– 8 –

LETTER FROM THE BOARD

(b) draft, review, modify and sign the relevant documents in relation to the Proposed Issuance and Admission of CDRs, including but not limited to the prospectus, the depository agreement, the escrow agreement, undertakings made by the Company and other relevant documents; engage and change the accounting firm, depositary, escrow agent, underwriter and other intermediary organizations involved in the Proposed Issuance and Admission of CDRs; and determine and pay the fees in relation to the Proposed Issuance and Admission of CDRs;
(c) subject to the Proposed Issuance and Admission of CDRs being approved at the General Meeting and in accordance with relevant requirements of the securities regulatory authorities, negotiate with the lead underwriter to determine the issuance size, issuance method, issuance time, market consultation on price range, method of pricing, final issuance price, final issuance quantity, possible strategic placings (including placing ratio and target placees), material undertakings of the Company and other specific matters related to the Proposed Issuance and Admission of CDRs based on the actual situation of the Company and market conditions, except for matters required to be voted again by the Shareholders at a general meeting according to relevant laws, regulations, regulatory documents and the provisions of the Articles of Association, make corresponding adjustments to the specific plan and other relevant matters of this issuance, including the suspension and termination of the implementation of the issuance plan;
(d) authorize the Board to further determine the investment projects, the investment amount and allocation, and other relevant matters based on actual circumstances;
(e) according to the opinions of relevant regulatory authorities in the process of application and approval of the Proposed Issuance and Admission of CDRs as well as the actual situation of the Company, authorize the Board to make appropriate adjustments to the intended investment amount according to the actual progress of investment projects and the amount of funds actually raised;
(f) analyze, consider and substantiate the impacts of the Proposed Issuance and Admission of CDRs on the Company’s immediate financial indicators and the Shareholders’ immediate return in accordance with the requirements under relevant laws and regulations and of the relevant regulatory authorities; revise, enhance and implement relevant measures and policies, and take full responsibility for handling the relevant matters;
(g) determine the specific account for the proceeds as required prior to the Proposed Issuance and Admission of CDRs and execute relevant documents;

– 9 –

LETTER FROM THE BOARD

(h) formulate, modify or amend relevant terms of the Articles of Association and other internal management policies (where relevant) pursuant to applicable laws and regulations, the opinion or requirements of listing approval authorities and relevant regulatory authorities and the actual circumstances of the Proposed Issuance and Admission of CDRs;
(i) dealing with matters such as depository and custody of the CDRs, registration of the CDRs, settlement and liquidity lock-up at the CSDC, depositary and escrow agent pursuant to applicable laws and regulations as well as undertakings to the Shareholders;
(j) apply to the SSE for listing of CDRs and sign documents on behalf of the Company in the process of the Proposed Issuance and Admission of CDRs;
(k) make corresponding adjustments to the Proposed Issuance and Admission of CDRs and related matters pursuant to any new provisions in the regulations or policies in respect of the Proposed Issuance and Admission of CDRs as promulgated by relevant securities regulatory authorities;
(l) handle any other necessary matters in relation to the Proposed Issuance and Admission of CDRs that are not mentioned above; and
(m) authorize the delegation of power to the Board committee, the chairman of the Board or the chief executive officer or their authorized person(s) (individually or collectively) to handle the above-mentioned matters in relation to the Proposed Issuance and Admission of CDRs.

The aforesaid authorization shall be valid for 12 months from the date of approval at the General Meeting.

(ii) Resolution on the Plan for Distribution of Profits Accumulated and Undistributed before the Proposed Issuance and Admission of CDRs

An ordinary resolution will be proposed at the General Meeting to approve the plan for distribution of profits accumulated and undistributed before the Proposed Issuance and Admission of CDRs.

Prior to the Completion, the Company may distribute profits in accordance with the Articles of Association and relevant internal rules of the Company. After Completion, the undistributed profits of the Company accumulated before the Proposed Issuance and Admission of CDRs will be available for distribution to all Shareholders pro-rated to their respective shareholding.

– 10 –

LETTER FROM THE BOARD

(iii) Resolution on the Price Stabilisation Plan of CDRs for Three Years after the Proposed Issuance and Admission of CDRs

An ordinary resolution will be proposed at the General Meeting to approve the price stabilisation plan of CDRs for three years after the Proposed Issuance and Admission of CDRs.

To better protect the interests of the investors, in accordance with the requirements of the Opinions of the China Securities Regulatory Commission on Further Promoting the Reform of the New Share Offering System (《中國證監會關於進一步推進新股發行體制改革的意見》) and relevant regulations, the Company proposed to adopt the price stabilisation plan of CDRs for three years after the Proposed Issuance and Admission of CDRs, which take effect upon the listing of the CDRs on the STAR Market and the validity period is three years.

Please refer to Appendix I to this circular for the relevant details of the price stabilisation plan of CDRs for three years after the Proposed Issuance and Admission of CDRs.

(iv) Resolution on the Dividend Return Plan for Shareholders for Three Years after the Proposed Issuance and Admission of CDRs

An ordinary resolution will be proposed at the General Meeting to approve the dividend return plan for Shareholders for three years after the Proposed Issuance and Admission of CDRs.

In accordance with the requirements of the Notice on Further Implementation of Cash Dividends of Listed Companies (《關於進一步落實上市公司現金分紅有關事項的通知》), the Guidelines No. 3 on the Supervision and Administration of Listed Companies – Distribution of Cash Dividends of Listed Companies (《上市公司監管指引第3號 – 上市公司現金分紅》), the Opinions of the China Securities Regulatory Commission on Further Promoting the Reform of the New Share Offering System (《中國證監會關於進一步推進新股發行體制改革的意見》) and relevant laws and regulations, and for the purpose to better protect the interests of the investors after the listing of the CDRs on the STAR Market, the Company proposed to adopt the dividend return plan for Shareholders for three years after the Proposed Issuance and Admission of CDRs, which take effect upon the listing of the CDRs on the STAR Market.

Please refer to Appendix II to this circular for the relevant details of the dividend return plan for Shareholders for three years after the Proposed Issuance and Admission of CDRs.

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LETTER FROM THE BOARD

(v) Resolution on the Use of Proceeds from the Proposed Issuance and Admission of CDRs

An ordinary resolution will be proposed at the General Meeting to approve the use of the proceeds from the Proposed Issuance and Admission of CDRs.

Since the issue price of the CDRs has yet to be determined, the total amount of proceeds from the Proposed Issuance and Admission of CDRs cannot be determined at the present stage. The net proceeds of the Proposed Issuance and Admission of CDRs are proposed to be used in the following areas, which are in compliance with requirements under applicable laws and regulations in the PRC and Hong Kong:

(a) research and development of new technologies, products and solutions;
(b) strategic investments in related sectors; and
(c) replenishment of the Company’s working capital.

Prior to receiving the proceeds from the Proposed Issuance and Admission of CDRs, the Company may support certain projects with its own funds based on the actual progress of such projects. Upon receiving the proceeds, the Company will use such proceeds to reimburse the funds previously committed and then to cover for the outstanding investments needed for such projects by the Group and to settle the remaining payment. If there is any insufficiency in the actual funds raised from the Proposed Issuance and Admission of CDRs, the Company will make up the shortfall by its own funds. If the actual funds raised from the Proposed Issuance and Admission of CDRs exceed the actual fund required for the intended use of proceeds as set out above, the Company will apply the surplus to replenish the working capital of the Company or for such use in accordance with the relevant requirements of the regulatory authorities.

(vi) Resolution on the Risk Alert Regarding Dilution on Immediate Return by the Public Offering of CDRs and Relevant Recovery Measures

An ordinary resolution will be proposed at the General Meeting to approve the risk alert of dilution on immediate return by the public offering of CDRs and relevant recovery measures.

To better protect the interests of the investors after the Proposed Issuance and Admission of CDRs and the listing on the STAR Market, specific measures for the potential dilution of such return are proposed to be approved by the Shareholders in accordance with applicable laws, regulations and regulatory documents, including the Guiding Opinions on Matters concerning the Dilution of Immediate Return in Initial Public Offering, Refinancing and Material Asset Restructuring (《關於首發及再融資、重大資產重組攤薄即期回報有關事項的指導意見》) and other relevant regulations.

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LETTER FROM THE BOARD

Please refer to Appendix III to this circular for the relevant details of the risk alert of dilution on immediate return by the public offering of CDRs and relevant recovery measures.

(vii) Resolution on the Binding Measures on Non-Performance of Relevant Undertakings in connection with the Proposed Issuance and Admission of CDRs

An ordinary resolution will be proposed at the General Meeting to approve the Company’s binding measures on non-performance of relevant undertakings in connection with the Proposed Issuance and Admission of CDRs.

To better protect the interests of the Shareholders, according to the requirements of the Opinions of the China Securities Regulatory Commission on Further Promoting the Reform of the New Share Offering System (《中國證監會關於進一步推進新股發行體制改革的意見》) and relevant supporting regulations, the Company will provide undertakings in the listing documents with respect to the Proposed Issuance and Admission of CDRs and propose corresponding binding measures. Such undertakings will take effect upon the listing of the CDRs on the STAR Market. The specific contents of the undertakings and the corresponding binding measures related to the Proposed Issuance and Admission of CDRs are authorized to the Board and its authorized person(s) to determine.

Please refer to Appendix IV to this circular for the relevant details of the binding measures on the non-performance of relevant undertakings in connection with the Proposed Issuance and Admission of CDRs.

(viii) Resolution on Amendments to the Articles of Association

Due to the Proposed Issuance and Admission of CDRs and the listing on the STAR Market, according to the Rules Governing the Listing of Securities at the Science and Technology Innovation Board of the Shanghai Stock Exchange (《上海證券交易所科創板股票上市規則》) and other regulations, a special resolution will be proposed at the General Meeting to approve the amendments to the Articles of Association. The adoption of the amended Articles of Association will take effect upon the listing of the CDRs on the STAR Market. Prior to that, the Articles of Association currently in force shall apply.

Please refer to Appendix V to this circular for the relevant details of the proposed amendments to the Articles of Association.

(ix) Resolution on the Adoption of Rules of Procedure of General Meetings

An ordinary resolution will be proposed at the General Meeting to approve the adoption of the rules of procedure of general meetings.

– 13 –

LETTER FROM THE BOARD

Due to the Proposed Issuance and Admission of CDRs and the listing on the STAR Market, according to the Rules Governing the Listing of Securities on the Science and Technology Innovation Board of the Shanghai Stock Exchange (《上海證券交易所科創板股票上市規則》), Securities Law of the People’s Republic of China (《中華人民共和國證券法》), the Articles of Association and other relevant regulations, the rules of procedure of general meetings of the Company is proposed to be approved by the Shareholders.

Shareholders shall, at the General Meeting, authorize the Board and its authorized person(s) to make adjustment and amendment to the rules of procedure of general meetings according to the changes in laws, regulations and other regulatory documents, the requirements and suggestions of relevant governmental and regulatory agencies, and the actual situation of the proposed issue of CDRs. The rules of procedure of general meetings will take effect upon the listing of the CDRs on the STAR Market.

Please refer to Appendix VI to this circular for the relevant details of the proposed rules of procedure of general meetings.

(x) Resolution on the Adoption of Rules of Procedure of Board Meetings

An ordinary resolution will be proposed at the General Meeting to approve the adoption of the rules of procedure of board meetings.

Due to the Proposed Issuance and Admission of CDRs and the listing on the STAR Market, according to the Rules Governing the Listing of Securities on the Science and Technology Innovation Board of the Shanghai Stock Exchange (《上海證券交易所科創板股票上市規則》), the Articles of Association and other relevant regulations, the rules of procedure of board meetings is proposed to be approved by the Shareholders. Such rules will take effect upon the listing of the CDRs on the STAR Market.

The Board approved to propose to the General Meeting to authorize the Board and its authorized person(s) to make adjustment and amendment to the rules of procedure of board meetings according to the changes in laws, regulations and other regulatory documents, the requirements and suggestions of relevant governmental and regulatory agencies, and the actual situation of the Proposed Issuance and Admission of CDRs. The adoption of the rules of procedure of board meetings will take effect upon the listing of the CDRs on the STAR Market.

Please refer to Appendix VII to this circular for the relevant details of the proposed rules of procedure of board meetings.

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LETTER FROM THE BOARD

3. APPLICATION FOR LISTING

An application for the Proposed Issuance and Admission of CDRs will be made to the SSE. The SSE, after approving the application, will apply to the CSRC for the registration of the Proposed Issuance and Admission of CDRs. The Company will make another application to the SSE for the listing of, and permission to deal in, the CDRs on the STAR Market after the CSRC agrees with the registration and the public offering of the CDRs has been completed. The CDRs and the Underlying Shares will not be listed on the Hong Kong Stock Exchange.

4. EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) immediately after the Completion (assuming that the issue of the maximum number of the Underlying Shares under the Proposed Issuance and Admission of CDRs is approved and carried out, and all are issued to non-connected persons of the Company and there are no other changes in the number of Shares in issue prior to the Completion):

Legend Holdings Corporation Right Lane Limited Legion Elite Limited Union Star Limited Directors of the Company and their associates Other Shareholders – Underlying Shares to be issued to CDR depositary under the Proposed Issuance and Admission of CDRs – Other Shareholders Total	As at the Latest Practicable Date Number of Shares Approximate percentage of the total number of Shares in issue 2,867,636,724 23.81% 388,819,317 3.23% 240,100,000 1.99% 764,868,248 6.35% 744,300,205 6.18% – – 7,035,981,120 58.43% 12,041,705,614 100.00%	Immediately after the Completion Number of Shares Approximate percentage of the total number of Shares in issue 2,867,636,724 21.43% 388,819,317 2.91% 240,100,000 1.79% 764,868,248 5.72% 744,300,205 5.56% 1,337,967,290 10.00% 7,035,981,120 52.59% 13,379,672,904 100.00%	Immediately after the Completion Number of Shares Approximate percentage of the total number of Shares in issue 2,867,636,724 21.43% 388,819,317 2.91% 240,100,000 1.79% 764,868,248 5.72% 744,300,205 5.56% 1,337,967,290 10.00% 7,035,981,120 52.59% 13,379,672,904 100.00%
			100.00%

– 15 –

LETTER FROM THE BOARD

The CDRs to be issued are expected to be held by the public (as defined under the Listing Rules). If the CDRs representing the Underlying Shares to be issued in connection with the Proposed Issuance and Admission of CDRs are to be subscribed by connected persons (as defined under the Listing Rules) of the Company, the Company will comply with the relevant requirements under the Listing Rules.

Based on the above, the Company will maintain the minimum public float of the Shares as required under the Listing Rules immediately upon the Completion.

5. FUND RAISING ACTIVITIES IN THE PAST 12 MONTHS

Save as disclosed below, the Company has not conducted any other fund raising activities involving issue of equity securities in the past twelve months prior to the Latest Practicable Date:

			Actual use
			of proceeds
	Net proceeds	Intended use of	as at the Latest
Issuance	(approximately)	proceeds	Practicable Date
Issue of 26,914,000	HK$138,359,073	General working	General working
warrant Shares		capital purpose	capital purpose
pursuant to bonus
warrants instrument
on November 16, 2020

6. REASONS FOR THE PROPOSED ISSUANCE AND ADMISSION OF CDRs

It is financially and strategically beneficial for the Company to conduct the Proposed Issuance and Admission of CDRs, as it would allow the Company to:

(a) further enhance the Company’s corporate image, brand awareness and future prospects;
(b) broaden the Company’s fundraising channels;
(c) gain direct access to onshore investors and PRC capital markets; and
(d) strengthen the Company’s financial position to support its research and development effort and business strategy.

The Board considers that the Proposed Issuance and Admission of CDRs and related matters are in the interests of the Company and the Shareholders as a whole.

– 16 –

LETTER FROM THE BOARD

7. SPECIFIC MANDATE TO ISSUE THE UNDERLYING SHARES

The Underlying Shares will be issued pursuant to the Specific Mandate to be sought at the General Meeting, subject to adjustments as set out in the subsection headed “2.1 (ii) Number of Underlying Shares to be issued ”. Upon the Completion and assuming (i) the maximum number of Underlying Shares have been issued pursuant to the Specific Mandate and (ii) there is no adjustment as mentioned above and no change in the number of Shares in issue prior to the Completion, 1,337,967,290 Underlying Shares will be issued to the depositary pursuant to the Specific Mandate and the depositary will issue 1,337,967,290 CDRs to qualified investors. CDRs are centrally registered, deposited, and settled at the CSDC. The CDRs representing the Underlying Shares to be issued in connection with the Proposed Issuance and Admission of CDRs are expected to be held by the public (as defined under the Listing Rules).

8. GRANT OF WAIVER FROM STRICT COMPLIANCE WITH CERTAIN PROVISIONS OF THE LISTING RULES

As the Underlying Shares will be of the same class as the Shares but will not be listed on the Hong Kong Stock Exchange, the Company has applied for, and the Hong Kong Stock Exchange has granted, a one-off waiver so that there is no need to seek listing of the Underlying Shares to be issued under the Proposed Issuance and Admission of CDRs on the Hong Kong Stock Exchange under Rules 8.20 and 13.26 of the Listing Rules, on the following conditions:

(a) Rule 6.12 of the Listing Rules shall be modified such that the requirement of obtaining the prior approval of shareholders for voluntary withdrawal of listing on the Hong Kong Stock Exchange by (i) at least 75% of the votes attaching to any class of listed securities held by holders voting either in person or by proxy at the meeting before voluntarily withdrawing its listing on the Hong Kong Stock Exchange; and (ii) the number of votes cast against the resolution is not more than 10% of the votes attaching to any class of listed securities held by holders permitted under Rule 6.12(1) of the Listing Rules to vote in person or by proxy at the general meeting, shall apply to holders of the listed Shares (i.e. Shares other than the Underlying Shares) only;
(b) Rule 6.15 of the Listing Rules shall be modified such that the requirement of fulfilling shareholders’ approval requirements under the Codes on Takeovers and Mergers and Share Buy-backs for voluntary withdrawal of listing on the Hong Kong Stock Exchange shall apply to holders of the listed Shares only;
(c) Rule 13.36(2)(b) of the Listing Rules shall be modified such that the Shareholders (including both holders of listed Shares and holders of unlisted Underlying Shares represented by the CDRs) can, by ordinary resolution in a general meeting, give a general mandate to the Directors under which (i) the aggregate number of Shares allotted or agreed to be allotted, which will be listed on the Hong Kong Stock Exchange, must not exceed 20% of the number of the issued and listed Shares as at

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LETTER FROM THE BOARD

the date of the resolution granting the general mandate; and (ii) the aggregate number of Underlying Shares allotted or agreed to be allotted, which will not be listed on the Hong Kong Stock Exchange, must not exceed 20% of the number of the issued but unlisted Underlying Shares as at the date of the resolution granting the general mandate; and

(d) Rule 13.36(2)(b) of the Listing Rules shall be modified such that the Shareholders (including holders of the listed Shares and holders of unlisted Underlying Shares) can, by ordinary resolution in a general meeting, give a repurchase mandate to the Directors under which (i) the maximum number of listed Shares that may be repurchased by the Company since the granting of the general mandate will be 10% of the number of the issued and listed Shares as at the date of the resolution granting the repurchase mandate; and (ii) the maximum number of unlisted Underlying Shares that may be repurchased by the Company since the granting of the general mandate will be 10% of the number of the issued and unlisted Underlying Shares as at the date of the resolution granting the repurchase mandate.

Given this is a one-off waiver for the Proposed Issuance and Admission of CDRs only, the Company would need to apply for waiver from compliance with Rules 8.20 and 13.26 of the Listing Rules for any further issue of new CDRs and new underlying Shares.

If and when the CSRC and the applicable laws and regulations of the PRC allow free conversion between CDRs and the Underlying Shares, the Company will apply for the listing of the Underlying Shares on the Hong Kong Stock Exchange in compliance with Rules 8.20 and 13.26 of the Listing Rules as needed.

9. GENERAL MEETING AND PROXY ARRANGEMENT

The General Meeting will be convened for the purpose of considering and, if thought fit, approving the Proposed Issuance and Admission of CDRs and related matters. The notice of the General Meeting is set out on pages GM-1 to GM-5 of this circular.

As none of the Directors had a material interest in the Proposed Issuance and Admission of CDRs and related matters, no Director has abstained from voting on the relevant board resolutions of the Company.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, none of the Shareholders or any of their respective associates has material interest in the Proposed Issuance and Admission of CDRs and related matters. Therefore, none of the Shareholders is required to abstain from voting on the relevant resolution(s) to be proposed at the General Meeting.

– 18 –

LETTER FROM THE BOARD

A form of proxy for use at the General Meeting is enclosed with this circular and such form of proxy is also published on the website of HKEXnews of the Hong Kong Stock Exchange (https://www.hkexnews.hk/) and the Company (https://investor.lenovo.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s share registrar, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the General Meeting or any adjournment thereof. In calculating the aforesaid 48 hours period, no account will be taken of any part of a day that is public holiday. Completion and delivery of the form of proxy will not preclude you from attending and voting at the General Meeting or any adjourned meeting thereof if you so wish.

Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow resolutions which relates purely to a procedural or administrative matter to be voted on by show of hands. The chairman of the General Meeting will therefore put each of the resolutions to be proposed at the General Meeting to be voted by way of poll pursuant to the Articles of Association. An announcement on the poll results will be published by the Company after the General Meeting in the manner prescribed under the Listing Rules.

Please refer to the website of the Company (https://investor.lenovo.com) for, among other things, published announcements, circulars, financial reports, press releases, information on corporate governance and other information of the Company.

10. RECOMMENDATION

The Directors consider that the Proposed Issuance and Admission of CDRs and related matters are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of such resolutions to be proposed at the General Meeting.

Completion of the Proposed Issuance and Admission of CDRs is subject to the fulfillment of certain conditions. Accordingly, the Proposed Issuance and Admission of CDRs may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

Yours faithfully, By Order of the Board Yang Yuanqing

Chairman and Chief Executive Officer

– 19 –

APPENDIX I PRICE STABILISATION PLAN OF CDRs FOR THREE YEARS AFTER THE PROPOSED ISSUANCE AND ADMISSION OF CDRs

Given that Lenovo Group Limited (hereinafter referred to as the “ Company ”) plans to conduct a public offering (hereinafter referred to as the “ PO ”) of the CDRs on the Science and Technology Innovation Board of the Shanghai Stock Exchange, in order to protect the interests of the investors, the Company has formulated this plan to make the following arrangements to stabilize the price of the CDRs for the three years after the PO:

I. Conditions for Initiating and Suspending the CDR Price Stabilisation Measures

(1) Conditions for Initiating the CDR Price Stabilisation Measures

Except in the event of force majeure, the Company and related entities shall initiate the following CDR price stabilisation measures pursuant to the provisions in this plan, and make due disclosure thereof accordingly when the closing price of the CDRs has been lower than the latest audited net asset value per CDR for 20 consecutive trading days in the 36 months after the commencement of trading on the Shanghai Stock Exchange; provided that the Company shall always comply with the regulatory rules, including those on the purchase or repurchase of the Company’s shares.

(2) Conditions for Suspending the CDR Price Stabilisation Measures

The CDR price stabilisation measures will be suspended when the closing price of the CDRs has been higher than the latest audited net asset value per CDR for three consecutive trading days during (or before) the process of implementing such measures.

The CDR price stabilisation measures will be initiated again if the conditions for initiating such measures are satisfied again after completion or suspension of the previous round of CDR price stabilisation measures.

II. Details of the CDR Price Stabilisation Measures

When the above-mentioned conditions for initiating CDR price stabilisation measures are satisfied, the Company, its controlling shareholders, directors (excluding the independent non-executive directors), and senior management shall adopt part or all of the following CDR price stabilisation measures in the following order and in due course: repurchase of CDRs by the Company; purchase of CDRs by the controlling shareholders, or purchase of CDRs by directors (excluding the independent non-executive directors) and senior management. In the above-mentioned CDR price stabilisation measures, preference will be given to the repurchase of CDRs by the Company. If such repurchase will result in the Company being unable to meet the listing conditions of the Main Board of The Stock Exchange of Hong Kong Limited and the Science and Technology Innovation Board of the Shanghai Stock Exchange, the measure of purchase of CDRs by the controlling shareholders will be adopted. If the measure of purchase of CDRs by the controlling shareholders is infeasible, then the measure of purchase of CDRs by directors (excluding the independent non-executive directors) and senior management will be adopted.No purchase of CDRs is allowed if it will result in the Company being unable to

– I-1 –

APPENDIX I PRICE STABILISATION PLAN OF CDRs FOR THREE YEARS AFTER THE PROPOSED ISSUANCE AND ADMISSION OF CDRs

meet the listing conditions of the Main Board of The Stock Exchange of Hong Kong Limited and the Science and Technology Innovation Board of the Shanghai Stock Exchange. Under no circumstance shall the controlling shareholders, directors (excluding the independent nonexecutive directors) or senior management be obliged to make any takeover offer.

(1) Repurchase of CDRs by the Company

The repurchase of CDRs by the Company for the purpose of stabilizing CDR price shall comply with the laws and regulations in Hong Kong and the place where the CDRs of the Company are listed (including but not limited to rules set by the securities regulatory institutions and stock exchanges in such locations), regulatory documents, the Articles of Association of the Company.

All directors (excluding the independent non-executive directors) and controlling shareholders of the Company undertake that they will vote for (if voting is needed or if they have the voting right) any CDR repurchase proposal that is submitted to the Board of the Company or the general meeting for consideration. The repurchase proposal that is submitted to the Company’s general meeting for consideration can only be passed when such proposal is approved by obtaining two thirds of voting rights present at the general meeting. After the CDRs repurchase proposal is passed at the general meeting, the Company shall inform its creditors of such CDR repurchase in accordance with the laws, and submit the relevant documents to and complete required application or filing processes to the relevant securities regulators, stock exchanges and other competent authorities in accordance with applicable laws. CDR repurchase can only be implemented after all required approval, filing and information disclosure processes are duly completed. Within three months after the announcement of CDR price stabilisation measures, the Company may repurchase CDRs via manners approved by securities regulators.

The total funds used by the Company for CDR repurchase purpose shall not exceed the total proceeds from the public issue of CDR. The total number of CDRs purchased in each repurchase transaction shall not exceed 1% of the number of total CDRs in the Company before such repurchase. The total number of CDRs purchased via repurchase transaction(s) within a single accounting year shall not exceed 2% of the total number of CDRs in the Company after the PO.

– I-2 –

PRICE STABILISATION PLAN OF CDRs FOR THREE YEARS AFTER THE PROPOSED ISSUANCE AND ADMISSION OF CDRs

APPENDIX I

(2) Purchase of CDRs by the controlling shareholders

When the conditions for initiating CDR price stabilisation measures are satisfied and the Company is unable to repurchase CDRs or the repurchase proposal is not approved at the Company’s Board meeting or general meeting, the controlling shareholders of the Company shall submit a CDR purchase proposal to the Company within ten trading days after satisfaction of the abovementioned conditions for initiating CDR price stabilisation measures or announcement of the related resolutions of the general meeting, provided that the purchase of CDRs by the controlling shareholders shall never result in the Company being unable to meet statutory conditions for listing. After performing the disclosure and filing obligations, the controlling shareholders will purchase the CDRs in accordance with the applicable laws as well as the requirements including volume, price range and schedules set forth in the abovementioned proposal.

The amount of capital used by the controlling shareholders for any single CDR purchase transaction shall not be lower than 20% of the total cash dividends received by such controlling shareholders since the Company’s PO. The amount of capital used by the controlling shareholders for any single CDR purchase transaction, or all CDR purchase transactions within 12 consecutive months shall not exceed 50% of the total cash dividends received by such controlling shareholders since the Company’s PO. The CDR purchase price shall not be higher than 120% of the latest audited net asset value per CDR of the Company (if there is any conflict between the last condition and either of the previous two conditions, the last condition shall prevail).

The Company shall not provide the controlling shareholders with any fund for the purpose of purchasing the Company’s CDRs.

(3) Purchase of CDRs by directors (excluding the independent non-executive directors) and senior management of the Company

If the closing price of the CDRs remains below the latest audited net asset value per CDR for 20 consecutive trading days after the CDRs repurchase by the Company or the purchase of CDRs by the controlling shareholders of the Company, the directors (excluding the independent non-executive directors) and senior management shall submit a CDR purchase proposal to the Company within 10 trading days, provided that such proposal shall comply with the applicable laws and regulations, and the proposed CDR purchase shall not result in the Company not being able to meet statutory conditions for listing under The Stock Exchange of Hong Kong Limited and the Science and Technology Innovation Board of the Shanghai Stock Exchange. After performing obligations related to disclosure and filing, the directors (excluding the independent non-executive directors) and senior management will purchase CDRs in accordance with applicable laws as well as the requirements including volume, CDRs’ price range and schedules set forth in the abovementioned proposal. The amount of capital used by the directors (excluding the independent non-executive directors) or senior management of the Company for any

– I-3 –

APPENDIX I PRICE STABILISATION PLAN OF CDRs FOR THREE YEARS AFTER THE PROPOSED ISSUANCE AND ADMISSION OF CDRs

single CDR purchase transaction shall not be lower than 20% of the after-tax remuneration received by such directors or senior management in the prior year from the Company. The amount of capital used by such director or senior management for any single CDR purchase transaction, or all CDR purchase transactions within 12 consecutive months shall not exceed 50% of the after-tax remuneration received by such directors or senior management in the prior year from the Company. The CDR purchase price shall not be higher than 120% of the most recent audited net asset value per CDR of the Company (If there is any conflict between the last condition and either of the first two conditions thereof, the last condition shall prevail).

The Company shall not provide the directors (excluding the independent nonexecutive directors) or senior management with any fund for the purpose of purchasing the Company’s CDRs.

If the Company appoints new directors or senior management within three years after the listing, such newly appointed directors or senior management shall sign relevant commitments in accordance with the provisions hereunder.

III. Related Restrictive Measures

If the conditions for CDR price stabilisation measures are met, the Company, its controlling shareholders, directors (excluding the independent non-executive directors), or senior management who fail to take the CDR price stabilisation measures in accordance with the provisions hereunder shall explain why they fail to do so at the general meeting and apologize to shareholders and the public investors.

If the controlling shareholders, directors (excluding the independent non-executive directors), or senior management fail to fulfill their undertakings to purchase CDRs, the Company may withhold the cash dividends (if any) payable to such controlling shareholders and remunerations payable to such directors (excluding the independent non-executive directors) or senior management for the year when the conditions for purchasing CDR are met and the year after that. In addition, CDRs owned by such controlling shareholders, directors (excluding the independent non-executive directors), or senior management shall not be transferred until they duly perform the abovementioned CDR price stabilisation measures or take other effective remedies.

The above undertakings reflect the true intentions of related responsible entities, who are willing to be supervised by the regulators, disciplinary organizations and social public. Such responsible entities shall bear the responsibilities in accordance with the law for any violation of the abovementioned undertakings.

– I-4 –

APPENDIX II

DIVIDEND RETURN PLAN FOR SHAREHOLDERS FOR THREE YEARS AFTER THE PROPOSED ISSUANCE AND ADMISSION OF CDRs

To further enhance the profit distribution policy and clarify the Company’s dividend return plan after the public offering (the “ PO ”) of the Chinese depositary receipts (the “ CDRs ”) and listing on the Science and Technology Innovation Board of the Shanghai Stock Exchange (the “ STAR Market ”), the Company has formulated the Lenovo Group Limited’s dividend return plan for the three years after the PO of CDR on the STAR Market that will be applicable to the Company after the PO (including the year of PO) (hereinafter referred to as the “ Plan ”). The Plan complies with the Securities Law of the People’s Republic of China, Notice in relation to Further Implementing Cash Divided Distribution of Listed Companies, other applicable laws and regulations. The Plan has taken into full consideration of the actual operating status as well as future development needs of the Company coupled with the Articles of Association of the Company. The details of the Plan are set out as follows:

I. Principle For Profit Distribution

The Company adopts active, consistent and stable profit distribution policy, with an emphasis on delivering reasonable investment returns to investors while ensuring actual operating status and sustainable development of the Company. The Company shall fully consider opinions and requests of independent non-executive Directors, minority shareholders in the process of decision-making and discussion in relation to profit distribution. The Company may distribute profits in the form of cash dividend, stock dividend, a combination thereof, or other forms that are permitted under applicable laws, regulation and regulatory documents. Preference shall be given to cash dividend if the Company is capable of paying cash dividend.

II. Factors Considered by the Company in Relation to Formulation Of the Plan

The Company aims to build a consistent, stable and scientific mechanism to reward investors. Such mechanism shall have systematic arrangements for dividend payment to ensure continuity and stability in profit distribution policy. The Company shall focus on the long-term and sustainable development of the Company’s business, analyze comprehensively the Company’s operating status and business development goals, shareholders’ demands and intentions, cost of social capital, external financing environment and other factors. The Company shall also fully consider the Company’s current and future profit scale, cash flow status, development stages, capital requirement of investment projects, bank loan and debt financing conditions, and other situations.

– II-1 –

APPENDIX II

DIVIDEND RETURN PLAN FOR SHAREHOLDERS FOR THREE YEARS AFTER THE PROPOSED ISSUANCE AND ADMISSION OF CDRs

III. Detailed Return Plan for the Shareholders for the Three Years After the PO by the Company

If the Company meets the conditions of paying cash dividends, it should pay cash dividends. On such a premise, under the circumstances where the size of share capital scale and the shareholding structure is reasonable and the expansion of share capital is in line with its profit growth, the Company shall combine its development stage and capital expenditure arrangement and may pay cash, shares or cash dividends, or a combination thereof, and may properly increase the profit distribution ratio and dividend payment frequency, to ensure sustainable and stable dividend payment.

(1) Conditions Required for Paying Cash Dividend

The Company records positive net profit in the corresponding year, and its accumulated undistributed profit is positive, the cash flow of the Company, after paying cash dividend, shall meet the needs of the sustainable operation and the long term development of the Company;
The Company’s auditor issues unqualified opinion on the Company’s financial statements for the corresponding year;
The Company does not have any major investment plan or cash expenditure, or any other special matters (except the projects which will be invested with the proceeds raised from the PO). Such major investment plan or cash expenditure refers to the accrued expenditure from any intended construction projects for the next twelve months, external investment, acquisition of asset or acquisition of equipment reaches or exceeds 10% of the Company’s latest audited net asset value.
Satisfaction of other cash dividend conditions stipulated under the laws, regulations and regulatory documents.

The Company will pay cash dividends for the year if all the above conditions are met, otherwise, the Company may exercise its discretion whether to pay the cash dividends for the year.

(2) Proportion and Time Intervals of Cash Dividend Payment

If the conditions for cash dividend payment are satisfied and the Company has no major capital expenditure, then preference shall be given to cash dividend payment. If the Company opts to pay cash dividend, then the total cash dividends paid within a year shall not be less than 10% of distributable profits recorded for such year. Total cash dividends paid by the Company in the latest three years shall not be less than 30% of annual average

– II-2 –

DIVIDEND RETURN PLAN FOR SHAREHOLDERS FOR THREE YEARS AFTER THE PROPOSED ISSUANCE AND ADMISSION OF CDRs

APPENDIX II

distributable profit recorded in the last three years. The payout ratio for a given year shall be proposed by the Board based on the profits for such year as well as future capital use plans. Based on its profitability, the Company may pay interim cash dividends.

The Board of the Company should comprehensively consider its industry-specific characteristics, development stage, business model, profitability, future major capital expenditure arrangement and other factors. On the premise that the conditions for cash dividend payment are met, it may implement the following differentiated cash dividend policies:

If the Company is at a mature stage and has no major capital expenditure, the proportion of cash dividend shall account for at least 80% of the profits distributed in the corresponding period;
If the Company is at a mature stage and has major capital expenditure, the proportion of cash dividend shall account for at least 40% of the profits distributed in the corresponding period;
If the Company is at a growth stage and has major capital expenditure, the proportion of cash dividend shall account for at least 20% of the profits distributed in the corresponding period. If it is difficult to identify the development stage of the Company and the Company has major capital expenditure, then the provisions in the previous paragraph shall apply.

(3) Conditions Required for Paying Stock Dividend

If the Company is in a good operating status, and the Board considers that the Company’s share/CDR price is not proportional to the scale of its share capital, the Company’s net asset value per share is too high, and paying stock dividend is beneficial to all shareholders’ interests, then the Board may propose to distribute stock dividend. When deciding to distribute profits in the form of stock dividend, the Board shall consider the growth potential of the Company, dilution of net asset value per share/CDR and other factual and reasonable factors.

IV. Decision-Making Mechanism on Return Policy for Shareholders

The Board of the Company will prepare a specific profit distribution proposal in accordance with the profit distribution policy set forth herein, and submit such proposal to the general meeting for consideration. The proposal can only be implemented after it has been approved by way of ordinary resolution at the general meeting.

– II-3 –

DIVIDEND RETURN PLAN FOR SHAREHOLDERS FOR THREE YEARS AFTER THE PROPOSED ISSUANCE AND ADMISSION OF CDRs

APPENDIX II

When the Company considers that the profit distribution policy has to be adjusted or modified, it shall submit the revised profit distribution policy to the general meeting for approval.

V. Effective Mechanism of the Plan

Any matter not covered herein shall be governed by applicable laws and regulations, regulatory requirements and the Articles of Association of the Company. The Plan shall be interpreted by the Board of the Company, and be reviewed and approved at the general meeting of the Company. The Plan shall become effective and be implemented from the date when the Company completes its PO and the CDRs commence trading on the STAR Market.

– II-4 –

APPENDIX III

RISK ALERT REGARDING DILUTION OF IMMEDIATE RETURN BY THE PUBLIC OFFERING OF CDRs AND RELEVANT RECOVERY MEASURES

To protect the investors (in particular the large number of small and medium investors) after the Company’s public offering and listing of CDRs on the STAR Market, and in accordance with the relevant regulations including, among others, the Guiding Opinions on Matters concerning the Dilution of Immediate Return of Initial Offering, Refinancing and Major Asset Restructuring (《關於首發及再融資、重大資產重組攤薄即期回報有關事項的指導意見》), the Company shall formulate detailed recovery measures regarding dilution of immediate returns.

I. Risk Alert on Dilution of Immediate Returns as a Result of the Issue and Listing of CDRs

No more than 1,337,967,290 CDRs will be issued under the issuance and admission of CDRs by the Company. After the completion of the issuance and admission of CDRs, the Company’s total share capital and net assets will increase while its gearing ratio will decrease, which is conducive to enhancing the stability of the Company’s financial structure and its risk aversion capacity.

After the issue and listing of CDRs, the Company will apply the proceeds in a timely and effective manner so as to achieve a reasonable level of capital return. However, the benefits of the utilisation of proceeds may not be obvious in the short term, the financial indicators such as earnings per share/CDR and weighted average return on net assets of the Company may face downside risks in the short term in view of the increase in the Company’s total share capital.

II. Detailed Recovery Measures of Dilution of Immediate Returns

I. Strengthening the Management of the Proceeds

To standardise the management and use of the proceeds, and ensure that the proceeds are used for its intended purposes, the Company has formulated the Rules for the Management of Proceeds of Lenovo Group Limited (《聯想集團有限公司募集資金管理制度》) that is applicable after the issue and listing, which clearly stipulates that the proceeds will be deposited into a designated account. The proceeds will be kept in a special account designated by the Board of the Company to centralise the management of such proceeds. Such arrangements will help strengthen the supervision and use of the proceeds, and ensure legal, reasonable, compliant and efficient use of such proceeds. The arrangements will also prevent the relevant risks associated with the use of proceeds, thereby fundamentally safeguarding the interests of investors (particularly small and medium-sized investors).

– III-1 –

APPENDIX III

RISK ALERT REGARDING DILUTION OF IMMEDIATE RETURN BY THE PUBLIC OFFERING OF CDRs AND RELEVANT RECOVERY MEASURES

II. Consolidating and Expanding the Company’s Core Business, and Enhancing the Company’s Sustainable Profitability

After the completion of the issuance, the Company’s debt-to-asset ratio and financial risks will be reduced, the Company’s capital strength and risk resistance capacity will be strengthened. This will further ensure the stable operation and long-term development of the Company, and is in the interests of the shareholders. As the issuance further boosts the Company’s cash position, the Company will vigorously conduct technological research and development activities, increase the market shares of its products, and enhance profitability, thereby delivering sustainable returns to the shareholders.

III. Actively Implementing the Investment Projects Funded by the Proceeds, and Realising Expected Investment Returns as Soon as Possible

The Company has fully analysed and evaluated the feasibility of the investment projects that will be funded by the proceeds. Such investment projects will be closely related to the Company’s core business and be in line with the relevant national industrial policies, which will be conducive to expanding the scale, optimising products and increasing the market shares of the Company and further improve the competitiveness and capability of the Company to grow sustainably. After receipt of the proceeds, the Company will further increase the efficiency in the use of such proceeds and accelerate the construction of the investment projects funded by the proceeds, in order to allow such investment projects to reach its designed capacity and realise expected returns as soon as possible, thereby increasing shareholders’ returns.

IV. Continuously Improving the Corporate Governance of the Company and Strengthening the Internal Control of the Company to Provide Systematic Guarantee for the Company’s Development

The Company will continue to improve its corporate governance and commit to building a strong internal control system. It will also further improve and optimise its decision-making processes in operation, management and investment, thereby enhancing efficiency in its daily operations. The Company will also take measures to ensure that the shareholders can fully exercise their rights, and the Board can perform their duties and make scientific, quick and prudential decisions in accordance with the applicable laws, regulations, the Articles of Association of the Company. The Company will ensure that the independent non-executive directors can diligently perform their duties and protect the overall interests of the Company, in particular the legal rights and interests of the public shareholders.

– III-2 –

APPENDIX III

RISK ALERT REGARDING DILUTION OF IMMEDIATE RETURN BY THE PUBLIC OFFERING OF CDRs AND RELEVANT RECOVERY MEASURES

V. Further Improving the Cash Dividend Distribution Policy and Emphasising the Protection of the Returns, Rights and Interests of the Investors

The Company has further optimised the cash dividend policy and made systematic arrangements in the Memorandum and Articles of Association of Lenovo Group Limited that will apply after the listing of the CDRs of the Company. At the same time, the Company formulated the “Lenovo Group Limited’s Dividend Return Plan for the Three Years After the Proposed Issuance and Admission of CDRs”. The Company respects and protects shareholders’ interests, and has built a scientific, sustainable and stable mechanism of rewarding shareholders.

If the Company violates any of the above undertakings, the Company will undertake corresponding responsibility in accordance with the “Lenovo Group Limited’s Letter of Commitment on Binding Measures for Failure to Fulfill Relevant Undertakings (《聯想集團有限公司關於未能履行相關承諾的約束措施的承諾函》)”. In the meantime, the Company shall make supplementary or substitutive commitments to the investors, so as to protect the investors’ interests to the greatest extent possible. Such supplementary or substitutive commitments shall be implemented after being deliberated and approved at a general meeting.

The Proposal on the Risk Alert Regarding Dilution on Immediate Return by the Public Offering of CDRs By the Company and Relevant Recovery Measures shall come to effect on the effective date of the public offering and listing of CDRs on STAR Market upon the approval at the general meeting.

– III-3 –

BINDING MEASURES ON NON-PERFORMANCE OF RELEVANT UNDERTAKINGS IN CONNECTION WITH THE PROPOSED ISSUANCE AND ADMISSION OF CDRs

APPENDIX IV

Lenovo Group Limited (the “Issuer”) proposes to conduct the Proposed Issuance and Admission of CDRs on Science and Technology Innovation Board of the Shanghai Stock Exchange in the PRC (the “Depositary Receipts Offering”). Pursuant to the relevant regulations including, among others, the Opinions of the China Securities Regulatory Commission on Further Promoting the Reform of the Initial Public Offering System (《中國證監會關於進一步推進新股發行體制改革的意見》), it is required to make relevant undertakings in relation to the current issuance of CDRs based on the actual situation of the Company and formulate corresponding restrictive measures which are set out as below:

I. The Issuer guarantees the strict observance of the obligations and responsibilities under all the public undertakings as disclosed by the Issuer in the prospectus in relation to the listing.
II. If the Issuer is unable to perform the public undertakings due to matters other than objective reasons which are beyond its control, including, among others, changes of relevant laws, regulations and policies, natural disasters and other force majeure events, it undertakes that:
to timely and adequately disclose the detailed reasons for failing and being unable to perform, or being unable to perform as scheduled, its undertakings by the Company;
it will make supplementary or alternative undertakings to the investors to protect the investors’ interests in its endeavor and agree to propose the above supplementary or alternative undertakings at the general meeting for consideration;
For any losses suffered by the investors due to the breach of the relevant undertakings, the Issuer shall compensate the investors for such losses in accordance with the law. If the continuing performance of such breached undertakings is possible, the Issuer shall continue to do so.
III. If the Issuer is unable to perform the public undertakings due to changes of relevant laws, regulations and policies, natural disasters and other force majeure events, it undertakes that:
to timely and adequately disclose the detailed reasons for failing and being unable to perform, or being unable to perform as scheduled, its undertakings by the Company;
it will make supplementary or alternative undertakings to the investors to protect the investors’ interests in its endeavor.

– IV-1 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

							Article No.
Article							After	After amendment
No.	Before		amendment				amendment	(Revision)	After amendment (Clean)
NA	(Not	applicable)					5	“China” shall mean the	“China” shall mean the
								People’s Republic of China,	People’s Republic of China,
								for the purpose of these	for the purpose of these
								Articles, excluding the Hong	Articles, excluding the Hong
								Kong Special Administrative	Kong Special Administrative
								Region, the Macau Special	Region, the Macau Special
								Administrative Region and	Administrative Region and
								Taiwan;	Taiwan;

NA	(Not	applicable)					5	“Chinese depositary receipts”	“Chinese depositary receipts”
								shall mean the securities	shall mean the securities
								issued by the depositary in	issued by the depositary in
								China which represent the	China which represent the
								rights of the Company’s	rights of the Company’s
								underlying shares based on	underlying shares based on
								the shares that the Company	the shares that the Company
								has issued;	has issued;

NA	(Not	applicable)					5	“CSRC”shall mean the China	“CSRC” shall mean the China
								Securities Regulatory	Securities Regulatory
								Commission;	Commission;

5	“Listing Rules”				shall	mean	5.	“Listing Rules” shall mean	“Listing Rules” shall mean
	the	Rules		Governing		the		the Rules Governing the	the Rules Governing the
	Listing		of Securities on The					Listing of Securities on The	Listing of Securities on The
	Stock		Exchange		of	Hong		Stock Exchange of Hong	Stock Exchange of Hong
	Kong		Limited		and	any		Kong Limited/the Rules	Kong Limited/the Rules
	amendments thereto for the							Governing the Listing of	Governing the Listing of
	time being in force;							Securities at the Science and	Securities at the Science and
								Technology Innovation Board	Technology Innovation Board
								of the Shanghai Stock	of the Shanghai Stock
								Exchange (as the case may	Exchange (as the case may
								be) and any amendments	be) and any amendments
								thereto for the time being in	thereto for the time being in
								force;	force;

– V-1 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
NA	(not applicable)	5	“Ordinary resolution” shall	“Ordinary resolution” shall
			have the same meaning as	have the same meaning as
			that prescribed in section 563	that prescribed in section 563
			of the Companies Ordinance,	of the Companies Ordinance,
			and resolutions that are	and resolutions that are
			required to be passed by not	required to be passed by not
			less than two-thirds of the	less than two-thirds of the
			shareholders pursuant to	shareholders pursuant to
			Article 64.	Article 64.

NA	(Not applicable)	5	“RMB”shall mean the lawful	“RMB” shall mean the lawful
			currency of the People’s	currency of the People’s
			Republic of China;	Republic of China;
NA	(Not applicable)	5	“Shanghai Stock Exchange”	“Shanghai Stock Exchange”
			shall mean the Shanghai	shall mean the Shanghai
			Stock Exchange;	Stock Exchange;
NA	(not applicable)	5	“Special resolution” shall	“Special resolution” shall
			have the same meaning as	have the same meaning as
			that prescribed in section 564	that prescribed in section 564
			of the Companies Ordinance.	of the Companies Ordinance.
NA	(Not applicable)	5	“Stock Exchange”shall mean	“Stock Exchange” shall mean
			The Stock Exchange of Hong	The Stock Exchange of Hong
			Kong Limited;	Kong Limited;

– V-2 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
6	(a) Without prejudice to any	6	(a) Without prejudice to any	(a) Without prejudice to any
	special rights previously		special rights previously	special rights previously
	conferred on the holders of		conferred on the holders of	conferred on the holders of
	existing shares, any share		existing shares, any share	existing shares, any share
	may be issued with such		may be issued with such	may be issued with such
	preferred, deferred, or other		preferred, deferred, or other	preferred, deferred, or other
	special rights or privileges, or		special rights or privileges, or	special rights or privileges, or
	such restrictions, whether in		such restrictions, whether in	such restrictions, whether in
	regard to dividend, voting,		regard to dividend, voting,	regard to dividend, voting,
	return of share capital, or		return of share capital, or	return of share capital, or
	otherwise, or be redeemable		otherwise, or be redeemable	otherwise, or be redeemable
	whether at the option of the		whether at the option of the	whether at the option of the
	Company or the holder, as the		Company or the holder, as the	Company or the holder, as the
	Company may from time to		Company may from time to	Company may from time to
	time by ordinary resolution		time by ordinary resolution	time by ordinary resolution
	determine (or, in the absence		determine (or, in the absence	determine (or, in the absence
	of any such determination,		of any such determination,	of any such determination,
	subject to Sections 140 and		subject to Sections 140 and	subject to Sections 140 and
	141 of the Companies		141 of the Companies	141 of the Companies
	Ordinance as the Board may		Ordinance as the Board may	Ordinance as the Board may
	determine).		determine).	determine).
	The Directors may determine		Any share may be issued on	Any share may be issued on
	the terms, conditions and		terms that they may be, at the	terms that they may be, at the
	manner of redemption of the		option of the Company or the	option of the Company or the
	shares.		holder thereof, are liable to	holder thereof, are liable to
			be redeemed on such terms	be redeemed on such terms
	(b) The Board may issue		and in such manner as the	and in such manner as the
	warrants to subscribe for any		Company in the general	Company in the general
	class of shares or securities of		meeting may approve or	meeting may approve or
	the Company on such terms		approve to authorise the	approve to authorise the
	as it may from time to time		Board to determine in	Board to determine in
	determine, provided that the		accordance with the	accordance with the
	Company shall not have		provisions of these Articles.	provisions of these Articles of
	power to issue share warrants			Association.
	to bearer.		~~The Directors may determine~~
			~~the~~ ~~terms,~~ ~~conditions~~ ~~and~~	(b) To the extent permitted by
			~~manner of redemption of the~~	applicable laws, regulations,
			~~shares.~~	the Listing Rules and these
				Articles, the Board may issue
			(b)To the extent permitted by	warrants to subscribe for any
			applicable laws, regulations,	class of shares or securities of
			the Listing Rules and these	the Company on such terms
			Articles, theBoard may issue	as it may from time to time
			warrants to subscribe for any	determine, provided that the
			class of shares or securities of	Company shall not have
			the Company on such terms	power to issue share warrants
			as it may from time to time	to bearer.
			determine, provided that the
			Company shall not have
			power to issue share warrants
			to bearer.

– V-3 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
8	The Company may exercise	8	To the extent permitted by	To the extent permitted by
	any powers conferred or		applicable laws, regulations,	applicable laws, regulations,
	permitted by the Ordinance or any other ordinance from		the Listing Rules and these Articles, the~~The~~ Company	the Listing Rules and these Articles, the Company may
	time to time to acquire its		may exercise any powers	exercise any powers
	own shares or to give directly		conferred or permitted by the	conferred or permitted by the
	or indirectly, by means of a		Ordinance or any other	Ordinance or any other
	loan, guarantee, the provision		ordinance from time to time	ordinance from time to time
	of security or otherwise,		to acquire its own shares or to	to acquire its own shares or to
	financial assistance for the		give directly or indirectly, by	give directly or indirectly, by
	purpose of or in connection		means of a loan, guarantee,	means of a loan, guarantee,
	with a purchase made or to be		the provision of security or	the provision of security or
	made by any person of any		otherwise, financial	otherwise, financial
	shares in the Company and		assistance for the purpose of	assistance for the purpose of
	should the Company acquire		or in connection with a	or in connection with a
	its own shares neither the		purchase made or to be made	purchase made or to be made
	Company nor the Board shall		by any person of any shares	by any person of any shares
	be required to select the		in the Company and should	in the Company and should
	shares to be acquired rateably		the Company acquire its own	the Company acquire its own
	or in any other particular		shares neither the Company	shares neither the Company
	manner as between the		nor the Board shall be	nor the Board shall be
	holders of shares of the same		required to select the shares	required to select the shares
	class or as between them and		to be acquired rateably or in	to be acquired rateably or in
	the holders of shares of any		any other particular manner	any other particular manner
	other class or in accordance		as between the holders of	as between the holders of
	with the rights as to dividends		shares of the same class or as	shares of the same class or as
	or capital conferred by any		between them and the holders	between them and the holders
	class of shares provided		of shares of any other class or	of shares of any other class or
	always that any such		in accordance with the rights	in accordance with the rights
	acquisition or financial		as to dividends or capital	as to dividends or capital
	assistance shall only be made		conferred by any class of	conferred by any class of
	or given in accordance with		shares provided always that	shares provided always that
	any relevant rules or		any such acquisition or	any such acquisition or
	regulations issued by The		financial assistance shall only	financial assistance shall only
	Stock Exchange of Hong		be made or given in	be made or given in
	Kong Limited or the		accordance with any relevant	accordance with any relevant
	Securities and Futures		rules or regulations issued by	rules or regulations issued by
	Commission from time to time.		~~The ~~the Stock Exchange ~~of~~ ~~Hong Kong Limited~~, ~~or ~~the Securities and Futures	the Stock Exchange, the Securities and Futures Commission, the Shanghai
			Commission, the Shanghai	Stock Exchange and CSRC
			Stock Exchange and CSRC	from time to time.
			from time to time.

– V-4 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
13	Subject to the provisions of	13	Subject to the provisions of	Subject to the provisions of
	the Companies Ordinance		the Companies Ordinance	the Companies Ordinance
	(and in particular Sections		(and in particular Sections	(and in particular Sections
	140 and 141 thereof) and of		140 and 141 thereof) and of	140 and 141 thereof) and of
	these Articles relating to new		these Articles relating to new	these Articles relating to new
	shares, all unissued shares in		shares, all unissued shares in	shares, all unissued shares in
	the Company shall be at the		the Company shall be by	the Company shall be by
	disposal of the Board, which		resolution at the general	resolution at the general
	may offer, allot (with or		meeting or at the disposal of	meeting or at the disposal of
	without conferring a right of		the Board upon authorisation	the Board upon authorisation
	renunciation), grant options		by resolution at the general	by resolution at the general
	over or otherwise dispose of		meeting, which may offer,	meeting, which may offer,
	them to such persons, at such		allot (with or without	allot (with or without
	times, for such consideration		conferring a right of	conferring a right of
	and generally on such terms		renunciation), grant options	renunciation), grant options
	as the Board shall in its		over or otherwise dispose of	over or otherwise dispose of
	absolute discretion think fit.		them to such persons, at such	them to such persons, at such
			times, for such consideration	times, for such consideration
			and ~~generally ~~on such terms as the Company ~~Board ~~shall	and on such terms as the Company shall determine.
			determine ~~in~~ ~~its~~ ~~absolute~~
			~~discretion think fit.~~

– V-5 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
17	Every person whose name is	17	Every person whose name is	Every person whose name is
	entered as a member in the		entered as a member in the	entered as a member in the
	register shall be entitled to		register shall be entitled to	register shall be entitled to
	receive within such period of		receive within such period of	receive within such period of
	time as may be prescribed by		time as may be prescribed by	time as may be prescribed by
	the Companies Ordinance or		the Companies Ordinance or	the Companies Ordinance or
	the Listing Rules after		the Listing Rules after	the Listing Rules after
	allotment or lodgment of a		allotment or lodgment of a	allotment or lodgment of a
	transfer (or within such other		transfer (or within such other	transfer (or within such other
	period as the conditions of		period as the conditions of	period as the conditions of
	issue shall provide) one		issue shall provide) one	issue shall provide) one
	certificate for all his shares		certificate for all his shares	certificate for all his shares
	or, if he shall so request, in a		or, if he shall so request, in a	or, if he shall so request, in a
	case where the allotment or		case where the allotment or	case where the allotment or
	transfer is of a number of		transfer is of a number of	transfer is of a number of
	shares in excess of the		shares in excess of the	shares in excess of the
	number for the time being		number for the time being	number for the time being
	forming a stock exchange		forming a ~~stock exchange~~	forming a board lot on the
	board lot, upon payment, in		board lot on the relevant	relevant stock exchanges,
	the case of a transfer, of such		stock exchanges, upon	upon payment, in the case of
	sum not exceeding the		payment, in the case of a	a transfer, of such sum not
	maximum amount prescribed		transfer, of such sum not	exceeding the maximum
	by The Stock Exchange of		exceeding the maximum	amount prescribed by the
	Hong Kong Limited from time to time for every		amount prescribed by the relevant stock exchanges ~~The~~	relevant stock exchanges from time to time for every
	certificate after the first or		~~Stock~~ ~~Exchange~~ ~~of~~ ~~Hong~~	certificate after the first or
	such lesser sum as the Board		~~Kong Limited ~~from time to	such lesser sum as the Board
	shall from time to time		time for every certificate	shall from time to time
	determine, such number of		after the first or such lesser	determine, such number of
	certificates for shares in stock		sum as the Board shall from	certificates for shares in stock
	exchange board lots or		time to time determine, such	exchange board lots or
	multiples thereof as he shall		number of certificates for	multiples thereof as he shall
	request and one for the		shares in stock exchange	request and one for the
	balance (if any) of the shares		board lots or multiples	balance (if any) of the shares
	in question, provided that in		thereof as he shall request	in question, provided that in
	respect of a share or shares		and one for the balance (if	respect of a share or shares
	held jointly by several		any) of the shares in question,	held jointly by several
	persons the Company shall		provided that in respect of a	persons the Company shall
	not be bound to issue a		share or shares held jointly by	not be bound to issue a
	certificate or certificates to		several persons the Company	certificate or certificates to
	each such person, and the		shall not be bound to issue a	each such person, and the
	issue and delivery of a		certificate or certificates to	issue and delivery of a
	certificate or certificates to		each such person, and the	certificate or certificates to
	one of several joint holders		issue and delivery of a	one of several joint holders
	shall be sufficient delivery to		certificate or certificates to	shall be sufficient delivery to
	all such holders.		one of several joint holders	all such holders.
			shall be sufficient delivery to
			all such holders.

– V-6 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)		After amendment (Clean)
21	Subject to the provisions in	21	Subject to the provisions in		Subject to the provisions in
	the Companies Ordinance, if		the Companies Ordinance, if		the Companies Ordinance, if
	a share certificate is defaced,		a share certificate is defaced,		a share certificate is defaced,
	lost or destroyed, it may be		lost or destroyed, it may be		lost or destroyed, it may be
	replaced on payment of such		replaced on payment of such		replaced on payment of such
	sum not exceeding the		sum not exceeding	the	sum not exceeding the
	maximum amount prescribed by The Stock Exchange of		maximum amount prescribed by the Stock Exchange ~~The~~		maximum amount prescribed by the Stock Exchange from
	Hong Kong Limited from		~~Stock~~ ~~Exchange~~ ~~of~~ ~~Hong~~		time to time and on such
	time to time and on such		~~Kong ~~from time to time	and	terms and conditions, if any,
	terms and conditions, if any,		on such terms and conditions,		as to publication of notices,
	as to publication of notices,		if any, as to publication of		evidence and indemnity as
	evidence and indemnity as		notices, evidence	and	the Company thinks fit and in
	the Board thinks fit and in the		indemnity as the Company		the case of wearing out or
	case of wearing out or		~~Board ~~thinks fit and in	the	defacement, after delivery up
	defacement, after delivery up		case of wearing out	or	of the old certificate. In the
	of the old certificate. In the		defacement, after delivery up		case of destruction or loss,
	case of destruction or loss,		of the old certificate. In	the	the person to whom such
	the person to whom such		case of destruction or loss,		replacement certificate is
	replacement certificate is		the person to whom such		given shall also bear and pay
	given shall also bear and pay		replacement certificate	is	to the Company any
	to the Company any		given shall also bear and	pay	exceptional costs and the
	exceptional costs and the		to the Company	any	reasonable out-of-pocket
	reasonable out-of-pocket		exceptional costs and	the	expenses incidental to the
	expenses incidental to the		reasonable out-of-pocket		investigation by the Company
	investigation by the Company		expenses incidental to	the	of the evidence of such
	of the evidence of such		investigation by the Company		destruction or loss and of
	destruction or loss and of		of the evidence of such		such indemnity.
	such indemnity.		destruction or loss and	of
			such indemnity.

– V-7 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
22	The Company shall have a	22	The Company shall have a	The Company shall have a
	first and paramount lien on		first and paramount lien on	first and paramount lien on
	every share (not being a fully		every share (not being a fully	every share (not being a fully
	paid up share) for all monies,		paid up share) for all monies,	paid up share) for all monies,
	whether presently payable or		whether presently payable or	whether presently payable or
	not, called or payable at a		not, called or payable at a	not, called or payable at a
	fixed time in respect of such		fixed time in respect of such	fixed time in respect of such
	share; and the Company shall		share; and the Company shall	share; and the Company shall
	also have a first and		also have a first and	also have a first and
	paramount lien and charge on		paramount lien and charge on	paramount lien and charge on
	all shares (other than fully		all shares (other than fully	all shares (other than fully
	paid up shares) standing		paid up shares) standing	paid up shares) standing
	registered in the name of a		registered in the name of a	registered in the name of a
	member, whether singly or		member, whether singly or	member, whether singly or
	jointly with any other person		jointly with any other person	jointly with any other person
	or persons, for all the debts		or persons, for all the debts	or persons, for all the debts
	and liabilities of such		and liabilities of such	and liabilities of such
	member or his estate to the		member or his estate to the	member or his estate to the
	Company and whether the		Company and whether the	Company and whether the
	same shall have been incurred		same shall have been incurred	same shall have been incurred
	before or after notice to the		before or after notice to the	before or after notice to the
	Company of any equitable or		Company of any equitable or	Company of any equitable or
	other interest of any person		other interest of any person	other interest of any person
	other than such member, and		other than such member, and	other than such member, and
	whether the period for the		whether the period for the	whether the period for the
	payment or discharge of the		payment or discharge of the	payment or discharge of the
	same shall have actually		same shall have actually	same shall have actually
	arrived or not, and		arrived or not, and	arrived or not, and
	notwithstanding that the same		notwithstanding that the same	notwithstanding that the same
	are joint debts or liabilities of		are joint debts or liabilities of	are joint debts or liabilities of
	such member or his estate and		such member or his estate and	such member or his estate and
	any other person, whether a		any other person, whether a	any other person, whether a
	member of the Company or		member of the Company or	member of the Company or
	not. The Company’s lien (if		not. The Company’s lien (if	not. The Company’s lien (if
	any) on a share shall extend		any) on a share shall extend	any) on a share shall extend
	to all dividends and bonuses		to all dividends and bonuses	to all dividends and bonuses
	declared in respect thereof.		declared in respect thereof.	declared in respect thereof.
	The Board may at any time		To the extent permitted by	To the extent permitted by
	either generally or in any		applicable laws, regulations,	applicable laws, regulations,
	particular case waive any lien that has arisen, or declare any		the Listing Rules and these Articles, ~~The ~~the Board may	the Listing Rules and these Articles, the Board may at
	share to be exempt wholly or		at any time either generally or	any time either generally or
	partially from the provisions		in any particular case waive	in any particular case waive
	of this Article.		any lien that has arisen, or	any lien that has arisen, or
			declare any share to be	declare any share to be
			exempt wholly or partially	exempt wholly or partially
			from the provisions of this	from the provisions of this
			Article.	Article.

– V-8 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
23	The Company may sell, in	23	To the extent permitted by	To the extent permitted by
	such manner as the Board		applicable laws, regulations,	applicable laws, regulations,
	thinks fit, any shares on which the Company has a		the Listing Rules and these Articles, ~~The ~~the Company	the Listing Rules and these Articles, the Company may
	lien, but no sale shall be made		may sell, in such manner as	sell, in such manner as the
	unless some sum in respect of		the Board thinks fit, any	Board thinks fit, any shares
	which the lien exists is		shares on which the Company	on which the Company has a
	presently payable or the		has a lien, but no sale shall be	lien, but no sale shall be made
	liability or engagement in		made unless some sum in	unless some sum in respect of
	respect of which such lien		respect of which the lien	which the lien exists is
	exists is liable to be presently		exists is presently payable or	presently payable or the
	fulfilled or discharged, nor		the liability or engagement in	liability or engagement in
	until the expiration of		respect of which such lien	respect of which such lien
	fourteen days after a notice in		exists is liable to be presently	exists is liable to be presently
	writing, stating and		fulfilled or discharged, nor	fulfilled or discharged, nor
	demanding payment of the		until the expiration of	until the expiration of
	sum presently payable or		fourteen days after a notice in	fourteen days after a notice in
	specifying the liability or		writing, stating and	writing, stating and
	engagement and demanding		demanding payment of the	demanding payment of the
	fulfilment or discharge		sum presently payable or	sum presently payable or
	thereof and giving notice of		specifying the liability or	specifying the liability or
	intention to sell in default		engagement and demanding	engagement and demanding
	shall have been given to the		fulfilment or discharge	fulfilment or discharge
	holder for the time being of		thereof and giving notice of	thereof and giving notice of
	the shares or the person		intention to sell in default	intention to sell in default
	entitled by reason of his death		shall have been given to the	shall have been given to the
	or bankruptcy to the shares.		holder for the time being of	holder for the time being of
			the shares or the person	the shares or the person
			entitled by reason of his death	entitled by reason of his death
			or bankruptcy to the shares.	or bankruptcy to the shares.

– V-9 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

			Article No.
Article			After	After amendment
No.	Before amendment		amendment	(Revision)		After amendment (Clean)
41	The Board may also decline		41	The Board may also decline		The Board may also decline
	to recognise any instrument			to recognise any instrument		to recognise any instrument
	of transfer unless:–			of transfer unless:–		of transfer unless:–
	(a) a fee not exceeding the			(a) a fee not exceeding the		(a) a fee not exceeding the
	maximum amount prescribed			maximum amount prescribed		maximum amount prescribed
	by The Stock Exchange of Hong Kong Limited from			by~~The ~~theStock Exchange~~of~~ ~~Hong Kong Limited ~~from		by the Stock Exchange from time to time is paid to the
	time to time is paid to the			time to time is paid	to the	Company for registering any
	Company for registering any			Company for registering any		transfer or other document
	transfer or other document			transfer or other document		relating to or affecting the
	relating to or affecting the			relating to or affecting the		title to the shares involved or
	title to the shares involved	or		title to the shares involved or		for otherwise making an entry
	for otherwise making an entry			for otherwise making an entry		in the register relating to such
	in the register relating to such			in the register relating to such		shares;
	shares;			shares;
49	A person becoming entitled	to	49	A person becoming entitled to		A person becoming entitled to
	a share by reason of the death			a share by reason of the death		a share by reason of the death
	or bankruptcy of the holder			or bankruptcy of the	holder	or bankruptcy of the holder
	shall be entitled to the same			shall be entitled to the same		shall be entitled to the same
	dividends and other			dividends and	other	dividends and other
	advantages to which he would			advantages to which he	would	advantages to which he would
	be entitled if he were the			be entitled if he were the		be entitled if he were the
	registered holder of the share.			registered holder of the	share.	registered holder of the share.
	However, the Board may,	if		However, the Board may, if		However, the Board may, if
	they think fit, withhold the			they think fit, withhold the		they think fit, withhold the
	payment of any dividend			payment of any dividend		payment of any dividend
	payable or other advantages			payable or other advantages		payable or other advantages
	in respect of such share until			in respect of such share until		in respect of such share until
	such person shall become the			such person shall become the		such person shall become the
	registered holder of the share			registered holder of the share		registered holder of the share
	or shall have effectually			or shall have effectually		or shall have effectually
	transferred such share, but,			transferred such share, but,		transferred such share, but,
	subject to the requirements	of		subject to the requirements of		subject to the requirements of
	Article 80 being met, such a person may vote at meetings.			Article ~~80~~87 being met, such a person may vote at		Article 87 being met, such a person may vote at meetings.
				meetings.

– V-10 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
52	If the requirements of any	52	To the extent permitted by	To the extent permitted by
	such notice as aforesaid are		applicable laws, regulations,	applicable laws, regulations,
	not complied with, any share in respect of which the notice		the Listing Rules, and these Articles, ~~If~~ if the	the Listing Rules and these Articles, if the requirements
	has been given may at any		requirements of any such	of any such notice as
	time thereafter, before the		notice as aforesaid are not	aforesaid are not complied
	payment required by the		complied with, any share in	with, any share in respect of
	notice has been made, be		respect of which the notice	which the notice has been
	forfeited by a resolution of		has been given may at any	given may at any time
	the Board to that effect. Such		time thereafter, before the	thereafter, before the
	forfeiture shall include all		payment required by the	payment required by the
	dividends and bonuses		notice has been made, be	notice has been made, be
	declared in respect of the		forfeited by a resolution of	forfeited by a resolution of
	forfeited share and not		the Board to that effect. Such	the Board to that effect. Such
	actually paid before the		forfeiture shall include all	forfeiture shall include all
	forfeiture. The Board may		dividends and bonuses	dividends and bonuses
	accept the surrender of any		declared in respect of the	declared in respect of the
	shares liable to be forfeited		forfeited share and not	forfeited share and not
	hereunder and in such cases		actually paid before the	actually paid before the
	references in these Articles to		forfeiture. The Board may	forfeiture. The Board may
	forfeiture shall include		accept the surrender of any	accept the surrender of any
	surrender.		shares liable to be forfeited	shares liable to be forfeited
			hereunder and in such cases	hereunder and in such cases
			references in these Articles to	references in these Articles to
			forfeiture shall include	forfeiture shall include
			surrender.	surrender.
53	Any share so forfeited shall	53	To the extent permitted by	To the extent permitted by
	be deemed to be the property		applicable laws, regulations,	applicable laws, regulations,
	of the Company, and may be sold, re-allotted or otherwise		the Listing Rules and these Articles, ~~Any ~~any share so	the Listing Rules and these Articles, any share so
	disposed of on such terms and		forfeited shall be deemed to	forfeited shall be deemed to
	in such manner as the Board		be the property of the	be the property of the
	thinks fit and at any time		Company, and may be sold,	Company, and may be sold,
	before a sale or disposal the		re-allotted or otherwise	re-allotted or otherwise
	forfeiture may be cancelled		disposed of on such terms and	disposed of on such terms and
	on such terms as the Board		in such manner as the Board	in such manner as the Board
	thinks fit.		thinks fit and at any time	thinks fit and at any time
			before a sale or disposal the	before a sale or disposal the
			forfeiture may be cancelled	forfeiture may be cancelled
			on such terms as the Board	on such terms as the Board
			thinks fit.	thinks fit.

– V-11 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
54	A person whose shares have	54	To the extent permitted by	To the extent permitted by
	been forfeited shall cease to		applicable laws, regulations,	applicable laws, regulations,
	be a member in respect of the forfeited shares, but shall,		the Listing Rules, and these Articles, ~~A ~~a person whose	the Listing Rules and these Articles, a person whose
	notwithstanding, remain		shares have been forfeited	shares have been forfeited
	liable to pay to the Company		shall cease to be a member in	shall cease to be a member in
	all monies which, at the date		respect of the forfeited	respect of the forfeited
	of forfeiture, were payable by		shares, but shall,	shares, but shall,
	him to the Company in		notwithstanding, remain	notwithstanding, remain
	respect of the shares, together		liable to pay to the Company	liable to pay to the Company
	with (if the Board shall in		all monies which, at the date	all monies which, at the date
	their discretion so require)		of forfeiture, were payable by	of forfeiture, were payable by
	interest thereon from the date		him to the Company in	him to the Company in
	of forfeiture until payment at		respect of the shares, together	respect of the shares, together
	such rate not exceeding		with (if the Board shall in	with (if the Board shall in
	twenty per cent. per annum as		their discretion so require)	their discretion so require)
	the Board may prescribe, and		interest thereon from the date	interest thereon from the date
	the Board may enforce the		of forfeiture until payment at	of forfeiture until payment at
	payment thereof if it thinks		such rate not exceeding	such rate not exceeding
	fit, and without any deduction		twenty per cent. per annum as	twenty per cent. per annum as
	or allowance for the value of		the Board may prescribe, and	the Board may prescribe, and
	the shares, at the date of		the Board may enforce the	the Board may enforce the
	forfeiture, but his liability		payment thereof if it thinks	payment thereof if it thinks
	shall cease if and when the		fit, and without any deduction	fit, and without any deduction
	Company shall have received		or allowance for the value of	or allowance for the value of
	payment in full of all such		the shares, at the date of	the shares, at the date of
	monies in respect of the		forfeiture, but his liability	forfeiture, but his liability
	shares. For the purposes of		shall cease if and when the	shall cease if and when the
	this Article any sum which,		Company shall have received	Company shall have received
	by the terms of issue of a		payment in full of all such	payment in full of all such
	share, is payable thereon at a		monies in respect of the	monies in respect of the
	fixed time which is		shares. For the purposes of	shares. For the purposes of
	subsequent to the date		this Article any sum which,	this Article any sum which,
	of forfeiture, shall		by the terms of issue of a	by the terms of issue of a
	notwithstanding that time has		share, is payable thereon at a	share, is payable thereon at a
	not yet arrived be deemed to		fixed time which is	fixed time which is
	be payable at the date of		subsequent to the date	subsequent to the date
	forfeiture, and the same shall		of forfeiture, shall	of forfeiture, shall
	become due and payable		notwithstanding that time has	notwithstanding that time has
	immediately upon the		not yet arrived be deemed to	not yet arrived be deemed to
	forfeiture, but interest		be payable at the date of	be payable at the date of
	thereon shall only be payable		forfeiture, and the same shall	forfeiture, and the same shall
	in respect of any period		become due and payable	become due and payable
	between the said fixed time		immediately upon the	immediately upon the
	and the date of actual		forfeiture, but interest	forfeiture, but interest
	payment.		thereon shall only be payable	thereon shall only be payable
			in respect of any period	in respect of any period
			between the said fixed time	between the said fixed time
			and the date of actual	and the date of actual
			payment.	payment.

– V-12 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
57	Notwithstanding any such	57	To the extent permitted by	To the extent permitted by
	forfeiture as aforesaid the		applicable laws, regulations,	applicable laws, regulations,
	Board may at any time, before any shares so forfeited		the Listing Rules, and these Articles, ~~Notwithstanding~~	the Listing Rules and these Articles, notwithstanding any
	shall have been sold, re-		notwithstanding any such	such forfeiture as aforesaid
	allotted or otherwise disposed		forfeiture as aforesaid the	the Board may at any time,
	of, permit the shares forfeited		Board may at any time,	before any shares so forfeited
	to be bought back upon the		before any shares so forfeited	shall have been sold, re-
	terms of payment of all calls		shall have been sold, re-	allotted or otherwise disposed
	and interest due upon and		allotted or otherwise disposed	of, permit the shares forfeited
	expenses incurred in respect		of, permit the shares forfeited	to be bought back upon the
	of the share, and upon such		to be bought back upon the	terms of payment of all calls
	further terms (if any) as they		terms of payment of all calls	and interest due upon and
	think fit.		and interest due upon and	expenses incurred in respect
			expenses incurred in respect	of the share, and upon such
			of the share, and upon such	further terms (if any) as they
			further terms (if any) as they	think fit.
			think fit.
60	The Company may from time	60	The Company may from time	The Company may from time
	to time by ordinary resolution		to time~~by ordinary resolution~~	to time, as approved by
	alter its share capital in any		, as approved by ordinary	ordinary resolution at the
	one or more of the ways set		resolution at the general	general meeting, alter its
	out in Section 170 of the		meeting, alter its share capital	share capital in any one or
	Companies Ordinance.		in any one or more of the	more of the ways set out in
			ways set out in Section 170 of	Section 170 of the Companies
			the Companies Ordinance.	Ordinance.
62	The Company may by special	62	The Company may, as	The Company may, as
	resolution reduce its share		approved by special	approved by special
	capital in any manner		resolution at the general	resolution at the general
	authorised and subject to any		meeting, reduce its share	meeting, reduce its share
	conditions prescribed by law.		capital in any manner	capital in any manner
			authorised and subject to any	authorised and subject to any
			conditions prescribed by law.	conditions prescribed by law.

– V-13 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
NA	(not applicable)	63	The general meeting of the	The general meeting of the
			Company shall exercise the	Company shall exercise the
			following functions and	following functions and
			powers:	powers:
			(a) To re-elect, appoint and	(a) To re-elect, appoint and
			remove Directors (except	remove Directors (except
			where the appointment or	where the appointment or
			removal is permitted by the	removal is permitted by the
			Board in these Articles);	Board in these Articles);
			(b) To consider and approve	(b) To consider and approve
			the annual report of the Board	the annual report of the Board
			as required by the Shanghai	as required by the Shanghai
			Stock Exchange from time to	Stock Exchange from time to
			time;	time;
			(c) To consider and approve	(c) To consider and approve
			the Company’s profit	the Company’s profit
			distribution plans and loss	distribution plans and loss
			recovery plans;	recovery plans;
			(d) To consider and approve	(d) To consider and approve
			the changes in the total	the changes in the total
			number of shares authorised	number of shares authorised
			to be issued by the Company	to be issued by the Company
			and the increase in the	and the increase in the
			number of outstanding shares	number of outstanding shares
			(including the issue of shares	(including the issue of shares
			(including preference shares),	(including preference shares),
			securities convertible into	securities convertible into
			shares, warrants and other	shares, warrants and other
			securities that affect the share	securities that affect the share
			capital of the Company);	capital of the Company);
			(e) To consider and approve	(e) To consider and approve
			the reduction in number of	the reduction in number of
			shares authorised to be issued	shares authorised to be issued
			and outstanding shares	and outstanding shares
			(including shares that are not	(including shares that are not
			covered by the general	covered by the general
			mandate granted by the	mandate granted by the
			shareholders of the Company	shareholders of the Company
			at the general meeting that	at the general meeting that
			are being redeemed or	are being redeemed or
			repurchased) subject to other	repurchased) subject to other
			compliance with the	compliance with the
			requirements of applicable	requirements of applicable
			laws and regulations;	laws and regulations;

– V-14 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

			Article No.
Article			After	After amendment
No.	Before	amendment	amendment	(Revision)	After amendment (Clean)
				(f) To consider and approve	(f) To consider and approve
				the merger, division,	the merger, division,
				dissolution, liquidation or	dissolution, liquidation or
				change of corporate form of	change of corporate form of
				the Company;	the Company;
				(g) To approve amendments	(g) To approve amendments
				to the Articles or to adopt	to the Articles or to adopt
				new Articles of Association	new Articles of Association
				of the Company;	of the Company;
				(h) To resolve on the	(h) To resolve on the
				appointment, re-appointment	appointment, re-appointment
				or removal of the Auditors of	or removal of the Auditors of
				the Company;	the Company;
				(i) To consider and approve	(i) To consider and approve
				external guarantees which are	external guarantees which are
				required to be approved at the	required to be approved at the
				general meeting under	general meeting under
				applicable laws and	applicable laws and
				regulations and the Listing	regulations and the Listing
				Rules;	Rules;
				(j) To consider and approve	(j) To consider and approve
				major transactions which are	major transactions which are
				required to be approved at the	required to be approved at the
				general meeting under	general meeting under
				applicable laws and	applicable laws and
				regulations and the Listing	regulations and the Listing
				Rules;	Rules;
				(k) To consider and approve	(k) To consider and approve
				related party (connected)	related party (connected)
				transactions which are	transactions which are
				required to be approved at the	required to be approved at the
				general meeting under	general meeting under
				applicable laws and	applicable laws and
				regulations and the Listing	regulations and the Listing
				Rules;	Rules;
				(l) To consider and approve	(l) To consider and approve
				the Company’s purchase or	the Company’s purchase or
				disposal of major assets	disposal of major assets
				within one year, where the	within one year, where the
				transaction amount exceeds	transaction amount exceeds
				30% of the latest audited total	30% of the latest audited total
				assets of the Company;	assets of the Company;

– V-15 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

			Article No.
Article			After	After amendment
No.	Before	amendment	amendment	(Revision)	After amendment (Clean)
				(m) To consider and approve	(m) To consider and approve
				the provision of guarantees	the provision of guarantees
				by the Company to	by the Company to
				companies outside the scope	companies outside the scope
				of the consolidated financial	of the consolidated financial
				statements, where the amount	statements, where the amount
				of guarantees within one year	of guarantees within one year
				exceeds 30% of the latest	exceeds 30% of the latest
				audited total assets of the	audited total assets of the
				Company;	Company;
				(n) To consider and approve	(n) To consider and approve
				the share incentive scheme of	the share incentive scheme of
				the Company;	the Company;
				(o) To cancel any shares	(o) To cancel any shares
				which have not been	which have not been
				subscribed for or agreed to be	subscribed for or agreed to be
				subscribed for by any person	subscribed for by any person
				as at the date of the passing of	as at the date of the passing of
				the relevant resolution;	the relevant resolution;
				(p) Other functions and	(p) Other functions and
				powers specified in	powers specified in
				applicable laws and	applicable laws and
				regulations, the Listing Rules	regulations, the Listing Rules
				and these Articles, etc.	and these Articles, etc.
				To the extent permitted by	To the extent permitted by
				applicable laws and	applicable laws and
				regulations and the Listing	regulations and the Listing
				Rules, the relevant functions	Rules, the relevant functions
				and powers may be delegated	and powers may be delegated
				to the Board of the Company	to the Board of the Company
				through appropriate	through appropriate
				procedures at general	procedures at general
				meetings.	meetings.

– V-16 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
NA	(not applicable)	64	The following matters shall	The following matters shall
			be approved by the	be approved by the
			shareholders by way of	shareholders by way of
			special resolution passed at a	special resolution passed at a
			general meeting:	general meeting:
			(a) any amendment of these	(a) any amendment of these
			Articles, or adoption of new	Articles, or adoption of new
			articles of association of the	articles of association of the
			Company;	Company;
			(b) any merger, division,	(b) any merger, division,
			dissolution, liquidation and	dissolution, liquidation and
			change in corporate form of	change in corporate form of
			the Company; and	the Company; and
			(c) any other matters required	(c) any other matters required
			by the Companies Ordinance,	by the Companies Ordinance,
			the Listing Rules and these	the Listing Rules and these
			Articles to be approved by a	Articles to be approved by a
			special resolution.	special resolution.
			Notwithstanding any other	Notwithstanding any other
			provisions of these Articles to	provisions of these Articles to
			the contrary, the following	the contrary, the following
			matters shall be approved by	matters shall be approved by
			a resolution of the	a resolution of the
			shareholders passed by not	shareholders passed by not
			less than two-thirds of voting	less than two-thirds of the
			rights held by the	voting rights held by the
			shareholders of the Company	shareholders of the Company
			attending the meeting who,	attending the meeting who,
			being entitled to do so, vote,	being entitled to do so, vote,
			either personally or (if a	either personally or (if a
			proxy is permitted) by proxy	proxy is permitted) by proxy
			or (if the shareholder is a	or (if the shareholder is a
			corporation) by its duly	corporation) by its duly
			authorized representative:	authorized representative:
			(a) any purchase and sale of	(a) any purchase and sale of
			assets by the Company, where	assets by the Company, where
			the total amount of these	the total amount of these
			assets or transaction amount	assets or transaction amount
			accumulated in the previous	accumulated in the previous
			12 months exceeds 30% of	12 months exceeds 30% of
			the Company’s latest audited	the Company’s latest audited
			total assets;	total assets;

– V-17 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

			Article No.
Article			After	After amendment
No.	Before	amendment	amendment	(Revision)	After amendment (Clean)
				(b) any guarantee to be	(b) any guarantee to be
				provided by the Company to	provided by the Company to
				companies outside the scope	companies outside the scope
				of the Company’s	of the Company’s
				consolidated financial	consolidated financial
				statements, and the amount	statements, and the amount
				guaranteed by the Company	guaranteed by the Company
				within one year exceeds 30%	within one year exceeds 30%
				of the Company’s latest	of the Company’s latest
				audited total assets;	audited total assets;
				(c) reduction in the number of	(c) reduction in the number of
				issued shares of the Company	issued shares of the Company
				(including the redemption or	(including the redemption or
				repurchase of shares not	repurchase of shares not
				covered by the general	covered by the general
				mandate granted by the	mandate granted by the
				shareholders at a general	shareholders at a general
				meeting);	meeting);
				(d) the share incentive plan of	(d) the share incentive plan of
				the Company; and	the Company; and
				(e) any other matters that are	(e) any other matters that are
				required to be approved by a	required to be approved by a
				resolution of the shareholders	resolution of the shareholders
				passed by more than two-	passed by more than two-
				thirds of the voting rights	thirds of the voting rights
				held by the shareholders who	held by the shareholders who
				are present at general meeting	are present at general meeting
				in accordance with the	in accordance with the
				provisions of applicable laws	provisions of applicable laws
				and regulations, the Listing	and regulations, the Listing
				rules and these Articles.	rules and these Articles.
				Except as otherwise provided	Except as otherwise provided
				by applicable laws and	by applicable laws and
				regulations, Companies	regulations, Companies
				Ordinance, the Listing Rules	Ordinance, the Listing Rules
				or these Articles, all other	or these Articles, all other
				matters submitted to the	matters submitted to the
				general meeting for	general meeting for
				consideration shall be	consideration shall be
				approved by the shareholders	approved by the shareholders
				by ordinary resolutions,	by ordinary resolutions,
				except for the resolutions	except for the resolutions
				required to be passed by more	required to be passed by more
				than two-thirds or three-	than two-thirds or three-
				fourths majority votes.	fourths majority votes.

– V-18 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
NA	(not applicable)	65	No business may be	No business may be
			transacted at any general	transacted at any general
			meeting, other than business	meeting, other than business
			that is either:	that is either:
			(a) specified in the notice of	(a) specified in the notice of
			meeting (or any supplement	meeting (or any supplement
			thereto) given by or at the	thereto) given by or at the
			direction of the Board (or any	direction of the Board (or any
			duly authorised committee	duly authorised committee
			thereof);	thereof);
			(b) otherwise properly	(b) otherwise properly
			brought before an annual	brought before an annual
			general meeting by or at the	general meeting by or at the
			direction of the Board (or any	direction of the Board (or any
			duly authorised committee	duly authorised committee
			thereof);	thereof);
			(c) otherwise properly	(c) otherwise properly
			brought before a general	brought before a general
			meeting in accordance with	meeting in accordance with
			these Articles by a member	these Articles by a member
			who has satisfied the	who has satisfied the
			following requirements: (i)	following requirements: (i)
			recorded in the register of	recorded in the register of
			members on both the date of	members on both the date of
			the giving of the notice by	the giving of the notice by
			such member as specified in	such member as specified in
			these Articles and the record	these Articles and the record
			date for the determination of	date for the determination of
			members entitled to vote at	members entitled to vote at
			such general meeting, and	such general meeting, and
			who individually or	who individually or
			collectively hold 2.5% or	collectively hold 2.5% or
			more of the total number of	more of the total number of
			shares issued by the	shares issued by the
			Company with voting rights,	Company with voting rights,
			or (ii) at least 50 members	or (ii) at least 50 members
			who have the right to vote on	who have the right to vote on
			the proposed resolutions	the proposed resolutions
			brought before the general	brought before the general
			meeting, and who has	meeting, and who has
			complied with the notice	complied with the notice
			procedures set forth in these	procedures set forth in these
			Articles; and	Articles; and

– V-19 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
			(d) any other matters	(d) any other matters
			approved at any general	approved at any general
			meeting in accordance with	meeting in accordance with
			laws, regulations and/or the	laws, regulations and/or the
			Listing Rules.	Listing Rules.
NA	(not applicable)	67	Subject to any other	Subject to any other
			applicable provisions, in	applicable provisions, in
			order to enable the	order to enable the
			shareholders to properly	shareholders to properly
			submit their proposals to	submit their proposals to
			the general meeting, the	the general meeting, the
			shareholder must give timely	shareholder must give timely
			notice thereof in appropriate	notice thereof in appropriate
			written form to the Company	written form to the Company
			Secretary.	Secretary.
NA	(not applicable)	68	For all matters other than the	For all matters other than the
			nomination of candidates for	nomination of candidates for
			election as Directors by the	election as Directors by the
			shareholders of the Company,	shareholders of the Company,
			the shareholders shall submit	the shareholders shall submit
			the relevant notice to the	the relevant notice to the
			Company Secretary not less	Company Secretary not less
			than sixty (60) days but not	than sixty (60) days but not
			more than ninety (90) days	more than ninety (90) days
			before the anniversary of the	before the anniversary of the
			annual general meeting of the	annual general meeting of the
			previous year. If the date of	previous year. If the date of
			the annual general meeting is	the annual general meeting is
			brought forward from such	brought forward from such
			anniversary date by more	anniversary date by more
			than thirty (30) days or is	than thirty (30) days or is
			postponed from such	postponed from such
			anniversary date by more	anniversary date by more
			than sixty (60) days, then the	than sixty (60) days, then the
			aforementioned notice shall	aforementioned notice shall
			not be served on the close of	not be served on the close of
			business on a date that is	business on a date that is
			earlier than ninety (90) days	earlier than ninety (90) days
			before the annual general	before the annual general
			meeting concerned, nor later	meeting concerned, nor later
			than the later of sixty (60)	than the later of sixty (60)
			days before the annual	days before the annual
			general meeting concerned or	general meeting concerned or
			the tenth (10) day after the	the tenth (10) day after the
			date of the first publication of	date of the first publication of
			the date of such general	the date of such general
			meeting.	meeting.

– V-20 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

			Article No.
Article			After	After amendment
No.	Before amendment		amendment	(Revision)	After amendment (Clean)
NA	(not	applicable)	69	Notice of a member’s	Notice of a member’s
				proposal shall be given in	proposal shall be given in
				appropriate written form,	appropriate written form,
				and, in respect of each matter	and, in respect of each matter
				to be submitted to the annual	to be submitted to the annual
				general meeting, the notice	general meeting, the notice
				shall specify:	shall specify:
				(a) a brief description of such	(a) a brief description of such
				matter and the reasons for	matter and the reasons for
				such matter to be dealt with at	such matter to be dealt with at
				the annual general meeting;	the annual general meeting;
				(b) the name and address of	(b) the name and address of
				the member;	the member;
				(c) the class or series and	(c) the class or series and
				number of shares of the	number of shares of the
				Company beneficially owned	Company beneficially owned
				or registered in the name of	or registered in the name of
				such member; and	such member; and
				(d) a statement by the	(d) a statement by the
				member of all arrangements	member of all arrangements
				or understandings made by	or understandings made by
				such member with any other	such member with any other
				person or persons (including	person or persons (including
				their names) in respect of the	their names) in respect of the
				matter proposed to be	matter proposed to be
				submitted to the annual	submitted to the annual
				general meeting, and of any	general meeting, and of any
				material interest of the	material interest of the
				member in such matter.	member in such matter.

– V-21 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

					Article No.
Article					After	After amendment
No.	Before amendment				amendment	(Revision)		After amendment (Clean)
NA					70	If the Chairman of the annual		If the Chairman of the annual
						general meeting determines		general meeting determines
						that the matter proposed to	be	that the matter proposed to be
						brought before the annual		brought before the annual
						general meeting has not been		general meeting has not been
						properly submitted	in	properly submitted in
						accordance with the above		accordance with the above
						procedures, the Chairman		procedures, the Chairman
						shall declare to the general		shall declare to the general
						meeting that the matter has		meeting that the matter has
						not been properly brought		not been properly brought
						before the general meeting		before the general meeting
						and such matter shall not	be	and such matter shall not be
						dealt with by the general		dealt with by the general
						meeting.		meeting.
64	The Directors may, whenever				71	The Directors may, whenever		The Directors may, whenever
	they think fit,			and shall on		they think fit, and shall	on	they think fit, and shall on
	requisition		in	accordance		requisition in accordance		requisition in accordance
	with the Ordinance, proceed					with the Ordinance, proceed		with the Ordinance, proceed
	to	convene a general meeting				to convene a general meeting		to convene a general meeting
	other than an annual general					other than an annual general		other than an annual general
	meeting.					meeting. General meetings		meeting. General meetings
						shall also be convened by the		shall also be convened by the
						Board on requisition from		Board on requisition from
						members who individually	or	members who individually or
						collectively holding at least		collectively holding at least
						5% of the total voting rights		5% of the total voting rights
						of all members entitled	to	of all members entitled to
						vote at the general meeting	in	vote at the general meeting in
						accordance with the		accordance with the
						applicable laws, regulations,		applicable laws, regulations,
						the Listing Rules and these		the Listing Rules and these
						Articles.		Articles.

– V-22 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
67	If the Directors, in their	74	After the notice of the general	After the notice of the general
	absolute discretion, consider		meeting is issued, the general	meeting is issued, the general
	that it is desirable or		meeting shall not be	meeting shall not be
	appropriate to postpone a		postponed or cancelled	postponed or cancelled
	general meeting to be held on		without justifiable reasons. If	without justifiable reasons. If
	the date or at the time or		the Directors, in their	the Directors, in their
	place stated in the notice		absolute discretion, consider	absolute discretion, consider
	calling the meeting to another		that it is desirable or	that it is desirable or
	date, time and/or place, they		appropriate to postpone a	appropriate to postpone a
	may do so. If the Directors do		general meeting to be held on	general meeting to be held on
	this, an announcement of the		the date or at the time or	the date or at the time or
	date, time and place of the		place stated in the notice	place stated in the notice
	rearranged meeting will, if		calling the meeting to another	calling the meeting to another
	practicable, be published in at		date, time and/or place, or	date, time and/or place, or
	least one English language		consider that it is desirable or	consider that it is desirable or
	and one Chinese language		appropriate to cancel the	appropriate to cancel the
	newspaper published daily		general meeting stated in the	general meeting stated in the
	and circulating in Hong Kong		notice calling the meeting,	notice calling the meeting,
	and/or on a website as		they may do so. If the	they may do so. If the
	specified under the Listing		Directors do this, an	Directors do this, an
	Rules. Notice of the business		announcement of the date,	announcement of the date,
	of the meeting does not need		time and place of the	time and place of the
	to be given again. The		rearranged meeting and the	rearranged meeting and the
	Directors must take		reasons for postponing or	reasons for postponing or
	reasonable steps to ensure that any shareholder trying to		cancelling the general meeting ~~will, if practicable,~~	cancelling the general meeting should be published,
	attend the meeting at the		should be published, at least	at least two business days
	original time and place is		two business days before the	before the date of the
	informed of the new		date of the meeting, and if	meeting, and if practicable, in
	arrangements. If a meeting is		practicable, in at least one	at least one English language
	rearranged in this way, proxy		English language and one	and one Chinese language
	forms can be delivered as		Chinese language newspaper	newspaper published daily
	required by these Articles in		published daily and	and circulating in Hong Kong
	respect of the rearranged		circulating in Hong Kong	and/or on a website as
	meeting.		and/or on a website as	specified under the Listing
			specified under the Listing	Rules. Notice of the business
			Rules. Notice of the business	of the meeting does not need
			of the meeting does not need	to be given again. The
			to be given again. The	Directors must take
			Directors must take	reasonable steps to ensure
			reasonable steps to ensure	that any shareholder trying to
			that any shareholder trying to	attend the meeting at the
			attend the meeting at the	original time and place is
			original time and place is	informed of the new
			informed of the new	arrangements. If a meeting is
			arrangements. If a meeting is	rearranged in this way, proxy
			rearranged in this way, proxy	forms can be delivered as
			forms can be delivered as	required by these Articles in
			required by these Articles in	respect of the rearranged
			respect of the rearranged	meeting.
			meeting.

– V-23 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
73	Subject to the Listing Rules,	80	Subject to the Listing Rules,	Subject to the Listing Rules,
	at any general meeting a		at any general meeting, a	at any general meeting, a
	resolution put to the vote of		resolution submitted to a	resolution submitted to a
	the meeting shall be decided		general meeting for voting	general meeting for voting
	on a show of hands unless a		shall be voted on by poll,	shall be voted on by poll,
	poll is (before or on the		except where the Chairman of	except where the Chairman of
	declaration of the result of the		the meeting, in good faith,	the meeting, in good faith,
	show of hands) demanded:–		decides to allow a resolution	decides to allow a resolution
			which relates purely to a	which relates purely to a
	(a) by the Chairman of the		procedural or administrative	procedural or administrative
	meeting; or		matter to be voted on in a	matter to be voted on in a
			manner of a show of hands as	manner of a show of hands as
	(b) by at least three members		specified in Listing Rules. ~~at~~	specified in Listing Rules.
	having the right to vote at the		~~any~~ ~~general~~ ~~meeting~~ ~~a~~
	meeting; or		~~resolution put to the vote of~~	If the Chairman, before or on
			~~the meeting shall be decided~~	the declaration of the result
	(c) by any member or		~~on a show of hands unless a~~	on a show of hands, knows
	members present in person or		~~poll is (before or on the~~	from the proxies received by
	by proxy and representing not		~~declaration of the result of the~~	the Company that the result
	less than 5% of the total		~~show of hands) demanded:–~~	on a show of hands will be
	voting rights of all the			different from that on a poll,
	members having the right to		~~(a) by the Chairman of the~~	the Chairman must demand a
	vote at the meeting; or		~~meeting; or~~	poll.
	(d) in accordance with the		~~(b) by at least three members~~	Unless a poll be so demanded
	Listing Rules.		~~having the right to vote at the~~	and the demand is not
			~~meeting; or~~	withdrawn, a declaration by
	If the Chairman, before or on			the Chairman that a
	the declaration of the result		~~(c)~~ ~~by~~ ~~any~~ ~~member~~ ~~or~~	resolution has on a show of
	on a show of hands, knows		~~members present in person or~~	hands been carried or carried
	from the proxies received by		~~by proxy and representing not~~	unanimously, or by a
	the Company that the result		~~less than 5% of the total~~	particular majority, or lost,
	on a show of hands will be		~~voting~~ ~~rights~~ ~~of~~ ~~all~~ ~~the~~	and an entry to that effect in
	different from that on a poll,		~~members having the right to~~	the book containing the
	the Chairman must demand a		~~vote at the meeting; or~~	minutes of the proceedings of
	poll.			the Company, shall be
			~~(d) in accordance with the~~	conclusive evidence of the
			~~Listing Rules.~~	fact without proof of the
				number or proportion of the
				votes recorded in favour or
				against such resolution.

– V-24 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

					Article No.
Article					After	After amendment
No.	Before amendment				amendment	(Revision)	After amendment (Clean)
	Unless a poll be so demanded					If the Chairman, before or on
	and the demand		is	not		the declaration of the result
	withdrawn, a declaration by					on a show of hands, knows
	the Chairman		that	a		from the proxies received by
	resolution has on a		show of			the Company that the result
	hands been carried	or carried				on a show of hands will be
	unanimously, or		by	a		different from that on a poll,
	particular majority,		or lost,			the Chairman must demand a
	and an entry to that		effect in			poll.
	the book containing			the
	minutes of the proceedings of					Unless a poll be so demanded
	the Company, shall			be		and the demand is not
	conclusive evidence of			the		withdrawn, a declaration by
	fact without proof		of	the		the Chairman that a
	number or proportion of			the		resolution has on a show of
	votes recorded in	favour or				hands been carried or carried
	against such resolution.					unanimously, or by a
						particular majority, or lost,
						and an entry to that effect in
						the book containing the
						minutes of the proceedings of
						the Company, shall be
						conclusive evidence of the
						fact without proof of the
						number or proportion of the
						votes recorded in favour or
						against such resolution.

– V-25 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
74	If a poll is demanded as	81	If a poll is demanded as	If a poll is demanded as
	aforesaid, it shall (subject as		aforesaid, it shall (subject as	aforesaid, it shall (subject as
	provided in Article 75) be taken in such manner		provided in Article ~~75~~82) be taken in such manner	provided in Article 82) be taken in such manner
	(including the use of ballot or		(including the use of ballot or	(including the use of ballot or
	voting papers or tickets) and		voting papers or tickets) and	voting papers or tickets) and
	at such time and place, not		at such time and place, not	at such time and place, not
	being more than thirty days		being more than thirty days	being more than thirty days
	from the date of the meeting		from the date of the meeting	from the date of the meeting
	or adjourned meeting at		or adjourned meeting at	or adjourned meeting at
	which the poll was		which the poll was	which the poll was
	demanded, as the Chairman		demanded, as the Chairman	demanded, as the Chairman
	directs. No notice need be		directs. No notice need be	directs. No notice need be
	given of a poll not taken		given of a poll not taken	given of a poll not taken
	immediately. The result of the		immediately. The result of the	immediately. The result of the
	poll shall be deemed to be the		poll shall be deemed to be the	poll shall be deemed to be the
	resolution of the meeting at		resolution of the meeting at	resolution of the meeting at
	which the poll was		which the poll was	which the poll was
	demanded. The demand for a		demanded. The demand for a	demanded. The demand for a
	poll may be withdrawn, with		poll may be withdrawn, with	poll may be withdrawn, with
	the consent of the Chairman,		the consent of the Chairman,	the consent of the Chairman,
	at any time before the close		at any time before the close	at any time before the close
	of the meeting or the taking		of the meeting or the taking	of the meeting or the taking
	of the poll, whichever is the		of the poll, whichever is the	of the poll, whichever is the
	earlier.		earlier.	earlier.

– V-26 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
82	A member who is mentally	89	A member who is mentally	A member who is mentally
	incapacitated, or in respect of		incapacitated, or in respect of	incapacitated, or in respect of
	whom an order has been		whom an order has been	whom an order has been
	made by any court having		made by any court having	made by any court having
	jurisdiction in cases of mental		jurisdiction in cases of mental	jurisdiction in cases of mental
	incapacity, may vote, whether		incapacity, may vote, whether	incapacity, may vote, whether
	on a show of hands or on a		on a show of hands or on a	on a show of hands or on a
	poll, by his committee,		poll, by his committee,	poll, by his committee,
	receiver, curator bonis, or		receiver, curator bonis, or	receiver, curator bonis, or
	other person in the nature of a		other person in the nature of a	other person in the nature of a
	committee, receiver or		committee, receiver or	committee, receiver or
	curator bonis appointed by		curator bonis appointed by	curator bonis appointed by
	that court, and any such		that court, and any such	that court, and any such
	committee, receiver, curator		committee, receiver, curator	committee, receiver, curator
	_bonis_or other person may, on		_bonis_or other person may, on	_bonis_or other person may, on
	a poll, vote by proxy,		a poll, vote by proxy,	a poll, vote by proxy,
	provided that such evidence		provided that such evidence	provided that such evidence
	as the Directors may require		as the Directors may require	as the Directors may require
	of the authority of the person		of the authority of the person	of the authority of the person
	claiming to vote shall have		claiming to vote shall have	claiming to vote shall have
	been deposited at the		been deposited at the	been deposited at the
	registered office of the		registered office of the	registered office of the
	Company or at such other		Company or at such other	Company or at such other
	place as is referred to in		place as is referred to in	place as is referred to in
	Article 87 of these Articles at		Article~~87 ~~95of these Articles	Article 95 of these Articles at
	least forty-eight hours before		at least forty-eight hours	least forty-eight hours before
	the time appointed for		before the time appointed for	the time appointed for
	holding the general meeting		holding the general meeting	holding the general meeting
	or adjourned general meeting		or adjourned general meeting	or adjourned general meeting
	at which the proxy is used or		at which the proxy is used or	at which the proxy is used or
	in the case of a poll to be		in the case of a poll to be	in the case of a poll to be
	taken more than forty-eight		taken more than forty-eight	taken more than forty-eight
	hours after it was demanded,		hours after it was demanded,	hours after it was demanded,
	at least twenty-four hours		at least twenty-four hours	at least twenty-four hours
	before the time appointed for		before the time appointed for	before the time appointed for
	the taking of the poll.		the taking of the poll.	the taking of the poll.

– V-27 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
NA	(not applicable)	92	The list of candidates for	The list of candidates for
			election as directors shall be	election as directors shall be
			submitted to the general	submitted to the general
			meeting for a vote. Subject to	meeting for a vote. Subject to
			the applicable laws and	the applicable laws and
			regulations and the	regulations and the
			provisions of the Listing	provisions of the Listing
			Rules, when the shareholders	Rules, when the shareholders
			vote on the election of	vote on the election of
			directors at a general meeting	directors at a general meeting
			in accordance with these	in accordance with these
			Articles, a cumulative voting	Articles, a cumulative voting
			system may be used.	system may be used.
			The “cumulative voting	The “cumulative voting
			system” mentioned in the	system” mentioned in the
			preceding paragraph means	preceding paragraph means
			that when voting on the	that when voting on the
			resolution to elect directors at	resolution to elect directors at
			a general meeting, each share	a general meeting, each share
			shall have the same number	shall have the same number
			of votes equal to the number	of votes equal to the number
			of directors to be elected, and	of directors to be elected, and
			the shareholders may cast	the shareholders may cast
			such number of votes on such	such number of votes on such
			candidate(s) as he sees fit.	candidate(s) as he sees fit.
			The Board shall provide the	The Board shall provide the
			biography and basic	biography and basic
			information of each candidate	information of each candidate
			to the shareholders through	to the shareholders through
			announcement.	announcement.

– V-28 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
90	A vote given in accordance	98	A vote given in accordance	A vote given in accordance
	with the terms of an		with the terms of an	with the terms of an
	instrument of proxy shall be		instrument of proxy shall be	instrument of proxy shall be
	valid notwithstanding the		valid notwithstanding the	valid notwithstanding the
	previous death or mental		previous death or mental	previous death or mental
	incapacity of the principal or		incapacity of the principal or	incapacity of the principal or
	revocation of the proxy or		revocation of the proxy or	revocation of the proxy or
	power of attorney or other		power of attorney or other	power of attorney or other
	authority under which the		authority under which the	authority under which the
	proxy was executed, or the		proxy was executed, or the	proxy was executed, or the
	transfer of the share in		transfer of the share in	transfer of the share in
	respect of which the proxy is		respect of which the proxy is	respect of which the proxy is
	given, provided that no		given, provided that no	given, provided that no
	intimation in writing of such		intimation in writing of such	intimation in writing of such
	death, mental incapacity,		death, mental incapacity,	death, mental incapacity,
	revocation or transfer as		revocation or transfer as	revocation or transfer as
	aforesaid shall have been		aforesaid shall have been	aforesaid shall have been
	received by the Company at		received by the Company at	received by the Company at
	the registered office, or at		the registered office, or at	the registered office, or at
	such other place as is referred		such other place as is referred	such other place as is referred
	to in Article 87 of these		to in Article ~~87 ~~95 of these	to in Article 95 of these
	Articles, at least forty-eight		Articles, at least forty-eight	Articles, at least forty-eight
	hours before the time		hours before the time	hours before the time
	appointed for holding the		appointed for holding the	appointed for holding the
	general meeting or adjourned		general meeting or adjourned	general meeting or adjourned
	general meeting at which the		general meeting at which the	general meeting at which the
	proxy is used or in the case of		proxy is used or in the case of	proxy is used or in the case of
	a poll to be taken more than		a poll to be taken more than	a poll to be taken more than
	forty-eight hours after it was		forty-eight hours after it was	forty-eight hours after it was
	demanded, at least twenty-		demanded, at least twenty-	demanded, at least twenty-
	four hours before the time		four hours before the time	four hours before the time
	appointed for the taking of		appointed for the taking of	appointed for the taking of
	the poll.		the poll.	the poll.
94	The number of Directors shall	102	The number of Directors shall	The number of Directors shall
	not be less than three.		not be less than five ~~three,~~	not be less than five, and the
			and the number of	number of independent non-
			independent non-executive	executive directors shall
			directors shall comprise not	comprise not less than one-
			less than one-third of the	third of the Board.
			Board.

– V-29 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
101	Notwithstanding the	109	Notwithstanding the	Notwithstanding the
	foregoing Articles 98, 99 and 100, the remuneration of a		foregoing Articles ~~98 ~~106, ~~99 ~~107 and ~~100 1~~08, the	foregoing Articles 106, 107 and 108, the remuneration of
	Managing Director, Joint		remuneration of a Managing	a Managing Director, Joint
	Managing Director, Deputy		Director, Joint Managing	Managing Director, Deputy
	Managing Director or other		Director, Deputy Managing	Managing Director or other
	Executive Director or a		Director or other Executive	Executive Director or a
	Director appointed to any		Director or a Director	Director appointed to any
	other office in the		appointed to any other office	other office in the
	management of the Company		in the management of the	management of the Company
	shall from time to time be		Company shall from time to	shall from time to time be
	fixed by the Board and may		time be fixed by the Board	fixed by the Board and may
	be by way of salary,		and may be by way of salary,	be by way of salary,
	commission, or participation		commission, or participation	commission, or participation
	in profits or otherwise or by		in profits or otherwise or by	in profits or otherwise or by
	all or any of those modes and		all or any of those modes and	all or any of those modes and
	with such other benefits		with such other benefits	with such other benefits
	(including pension and/or		(including pension and/or	(including pension and/or
	gratuity and/or other benefits		gratuity and/or other benefits	gratuity and/or other benefits
	on retirement) and		on retirement) and	on retirement) and
	allowances as the Board may		allowances as the Board may	allowances as the Board may
	from time to time decide.		from time to time decide.	from time to time decide.
	Such remuneration shall be in		Such remuneration shall be in	Such remuneration shall be in
	addition to his remuneration		addition to his remuneration	addition to his remuneration
	as a Director.		as a Director.	as a Director.

– V-30 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
102 (a)	A Director shall vacate his	110(a)	A Director shall vacate his	A Director shall vacate his
	office:–		office:–	office:–
	(i) if he becomes bankrupt or		(i) if he becomes bankrupt or	(i) if he becomes bankrupt or
	has a receiving order made		has a receiving order made	has a receiving order made
	against him or suspends		against him or suspends	against him or suspends
	payment, or make any		payment, or make any	payment, or make any
	arrangements with or		arrangements with or	arrangements with or
	compounds with his		compounds with his	compounds with his
	creditors;		creditors;	creditors;
	(ii) if he becomes mentally		(ii) if he becomes mentally	(ii) if he becomes mentally
	incapacitated;		incapacitated;	incapacitated;
	(iii) if he absents himself		(iii) if he absents himself	(iii) if he absents himself
	from the meetings of the		from the meetings of the	from the meetings of the
	Board during a continuous		Board during a continuous	Board during a continuous
	period of six months without		period of six months without	period of six months without
	special leave of absence from		special leave of absence from	special leave of absence from
	the Board, and his alternate		the Board, and his alternate	the Board, and his alternate
	Director (if any) shall not		Director (if any) shall not	Director (if any) shall not
	during such period have		during such period have	during such period have
	attended in his stead, and the		attended in his stead, and the	attended in his stead, and the
	Board passes a resolution that		Board passes a resolution that	Board passes a resolution that
	he has by reason of such		he has by reason of such	he has by reason of such
	absence vacated his office;		absence vacated his office;	absence vacated his office;
	(iv) if he becomes prohibited		(iv) if he becomes prohibited	(iv) if he becomes prohibited
	from being a Director by		from being a Director by	from being a Director by
	reason of any provision of the		reason of any provision of the	reason of any provision of the
	Companies Ordinance or the		Companies Ordinance or the	Companies Ordinance or the
	Companies (Winding Up and		Companies (Winding Up and	Companies (Winding Up and
	Miscellaneous provisions)		Miscellaneous provisions)	Miscellaneous provisions)
	Ordinance (Cap. 32) or is		Ordinance (Cap. 32) or is	Ordinance (Cap. 32) or is
	otherwise prohibited from		otherwise prohibited from	otherwise prohibited from
	being a director by law;		being a director by law;	being a director by law;
	(v) if by notice in writing		(v) if by notice in writing	(v) if by notice in writing
	delivered to the Company at		delivered to the Company at	delivered to the Company at
	its registered office he resigns		its registered office he resigns	its registered office he resigns
	his office;		his office;	his office;
	(vi) if he shall be removed		(vi) if he shall be removed	(vi) if he shall be removed
	from office by notice in		from office by notice in	from office by notice in
	writing served upon him		writing served upon him	writing served upon him
	signed by all his co-		signed by all his co-	signed by all his co-
	Directors;		Directors;	Directors;

– V-31 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
	(vii) if, having been		(vii) if, having been	(vii) if, having been
	appointed to an office under		appointed to an office under	appointed to an office under
	Article 120 hereof, he is		Article ~~120 ~~128 hereof, he is	Article 128 hereof, he is
	dismissed or removed		dismissed or removed	dismissed or removed
	therefrom by the Board under		therefrom by the Board under	therefrom by the Board under
	Article 121; or		Article ~~121 ~~129; or	Article 129; or
	(viii) if he shall be removed		(viii) if he shall be removed	(viii) if he shall be removed
	from office by an ordinary		from office by an ordinary	from office by an ordinary
	resolution of the Company.		resolution of the Company.	resolution of the Company.
103	(a) Subject to the Ordinance,	111	(a) Subject to the Ordinance,	(a) Subject to the Ordinance,
	if a Director or any of his		if a Director or any of his	if a Director or any of his
	associates or an entity		associates or an entity	associates or an entity
	connected with the Director		connected with the Director	connected with the Director
	is in any way, whether		is in any way, whether	is in any way, whether
	directly or indirectly,		directly or indirectly,	directly or indirectly,
	interested in a transaction,		interested in a transaction,	interested in a transaction,
	arrangement or contract or		arrangement or contract or	arrangement or contract or
	proposed transaction,		proposed transaction,	proposed transaction,
	arrangement or contract with		arrangement or contract with	arrangement or contract with
	the Company that is		the Company that is	the Company that is
	significant in relation to the		significant in relation to the	significant in relation to the
	Company’s business and the		Company’s business and the	Company’s business and the
	Director’s interest or his		Director’s interest or his	Director’s interest or his
	associate’s interest or the		associate’s interest or the	associate’s interest or the
	interest of the entity		interest of the entity	interest of the entity
	connected with the Director		connected with the Director	connected with the Director
	is material, the Director shall		is material, the Director shall	is material, the Director shall
	declare the nature and extent		declare the nature and extent	declare the nature and extent
	of his interest or the interest		of his interest or the interest	of his interest or the interest
	of any of his associates or		of any of his associates or	of any of his associates or
	entities connected with him		entities connected with him	entities connected with him
	in accordance with Sections		in accordance with Sections	in accordance with Sections
	536 to 538 of the Ordinance		536 to 538 of the Ordinance	536 to 538 of the Ordinance
	and these Articles.		and these Articles.	and these Articles.
	(b) A declaration of interest		(b) A declaration of interest	(b) A declaration of interest
	by a Director under Article		by a Director under Article	by a Director under Article
	103(a) in a transaction,		~~103 ~~111(a) in a transaction,	111(a) in a transaction,
	arrangement or contract that		arrangement or contract that	arrangement or contract that
	has been entered into must be		has been entered into must be	has been entered into must be
	made as soon as reasonably		made as soon as reasonably	made as soon as reasonably
	practicable and a declaration		practicable and a declaration	practicable and a declaration
	of interest by a Director		of interest by a Director	of interest by a Director
	under Article 103(a) in a		under Article ~~103 ~~111(a) in a	under Article 111(a) in a
	proposed transaction,		proposed transaction,	proposed transaction,
	arrangement or contract must		arrangement or contract must	arrangement or contract must
	be made before the Company		be made before the Company	be made before the Company
	enters into the transaction,		enters into the transaction,	enters into the transaction,
	arrangement or contract.		arrangement or contract.	arrangement or contract.

– V-32 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

			Article No.
Article			After	After amendment
No.	Before amendment		amendment	(Revision)		After amendment	(Clean)
	(c) A declaration of interest			(c) A declaration of interest		(c) A declaration of interest
	by a Director must	be:–		by a Director must	be:–	by a Director must	be:–
	(i) made at a	Directors’		(i) made at a	Directors’	(i) made at a	Directors’
	meeting;			meeting;		meeting;
	(ii) made by a	notice in		(ii) made by a	notice in	(ii) made by a	notice in
	writing and sent	by the		writing and sent	by the	writing and sent	by the
	Director to the other			Director to the other		Director to the other
	Directors; or			Directors; or		Directors; or
	(iii) made by a general notice			(iii) made by a general notice		(iii) made by a general notice
	by the Director.			by the Director.		by the Director.
	(d) A notice for the purposes			(d) A notice for the purposes		(d) A notice for the purposes
	of Article 103(c)(ii) must be			of Article~~103 ~~111(c)(ii) must		of Article 111(c)(ii) must be
	sent:–			be sent:–		sent:–
	(i) in hard copy form or, if the			(i) in hard copy form or, if the		(i) in hard copy form or, if the
	recipient has agreed to			recipient has agreed to		recipient has agreed to
	receive it in electronic form,			receive it in electronic form,		receive it in electronic form,
	in the electronic	form so		in the electronic	form so	in the electronic	form so
	agreed; and			agreed; and		agreed; and
	(ii) by hand or by	post or, if		(ii) by hand or by	post or, if	(ii) by hand or by	post or, if
	the recipient has	agreed to		the recipient has	agreed to	the recipient has	agreed to
	receive it by	electronic		receive it by	electronic	receive it by	electronic
	means, by the	electronic		means, by the	electronic	means, by the	electronic
	means so agreed.			means so agreed.		means so agreed.
	(e) If a declaration to			(e) If a declaration to		(e) If a declaration to
	Directors under	Article		Directors under Article ~~103~~		Directors under Article 111
	103(a) is made by	notice in		111(a) is made by	notice in	(a) is made by	notice in
	writing:–			writing:–		writing:–
	(i) the making	of the		(i) the making	of the	(i) the making	of the
	declaration is to be regarded			declaration is to be regarded		declaration is to be regarded
	as forming part	of the		as forming part	of the	as forming part	of the
	proceedings at	the next		proceedings at	the next	proceedings at	the next
	Directors’ meeting	after the		Directors’ meeting	after the	Directors’ meeting	after the
	notice is given; and			notice is given; and		notice is given; and
	(ii) Section 481	of the		(ii) Section 481	of the	(ii) Section 481	of the
	Ordinance applies	as if the		Ordinance applies	as if the	Ordinance applies	as if the
	declaration had been made at			declaration had been made at		declaration had been made at
	that meeting.			that meeting.		that meeting.

– V-33 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
	(f) A general notice by a		(f) A general notice by a	(f) A general notice by a
	Director for the purposes of		Director for the purposes of	Director for the purposes of
	Article 103(c)(iii) is a notice		Article ~~103 ~~111(c)(iii) is a	Article 111(c)(iii) is a notice
	to the effect that:–		notice to the effect that:–	to the effect that:–
	(i) the Director has an interest		(i) the Director has an interest	(i) the Director has an interest
	(as member, officer,		(as member, officer,	(as member, officer,
	employee or otherwise) in a		employee or otherwise) in a	employee or otherwise) in a
	body corporate or firm		body corporate or firm	body corporate or firm
	specified in the notice, and is		specified in the notice, and is	specified in the notice, and is
	to be regarded as interested in		to be regarded as interested in	to be regarded as interested in
	any transaction, arrangement		any transaction, arrangement	any transaction, arrangement
	or contract that may, after the		or contract that may, after the	or contract that may, after the
	effective date of the notice,		effective date of the notice,	effective date of the notice,
	be entered into by the		be entered into by the	be entered into by the
	Company with the specified		Company with the specified	Company with the specified
	body corporate or firm; or		body corporate or firm; or	body corporate or firm; or
	(ii) the Director is connected		(ii) the Director is connected	(ii) the Director is connected
	with a person specified in the		with a person specified in the	with a person specified in the
	notice (other than a body		notice (other than a body	notice (other than a body
	corporate or firm), and is to		corporate or firm), and is to	corporate or firm), and is to
	be regarded as interested in		be regarded as interested in	be regarded as interested in
	any transaction, arrangement		any transaction, arrangement	any transaction, arrangement
	or contract that may, after the		or contract that may, after the	or contract that may, after the
	effective date of the notice,		effective date of the notice,	effective date of the notice,
	be entered into by the		be entered into by the	be entered into by the
	Company with the specified		Company with the specified	Company with the specified
	person.		person.	person.
	(g) A general notice under		(g) A general notice under	(g) A general notice under
	Article 103(c)(iii) must		Article ~~103 ~~111(c)(iii) must	Article 111(c)(iii) must
	state:–		state:–	state:–
	(i) the nature and extent of		(i) the nature and extent of	(i) the nature and extent of
	the Director’s interest in the		the Director’s interest in the	the Director’s interest in the
	specified body corporate or		specified body corporate or	specified body corporate or
	firm referred to in Article		firm referred to in Article~~103~~	firm referred to in Article
	103(f)(i); or		111(f)(i); or	111(f)(i); or
	(ii) the nature of the		(ii) the nature of the	(ii) the nature of the
	Director’s connection with		Director’s connection with	Director’s connection with
	the specified person referred		the specified person referred	the specified person referred
	to in Article 103(f)(ii).		to in Article ~~103 ~~111(f)(ii).	to in Article 111(f)(ii).

– V-34 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)		After amendment (Clean)
	(h) A general notice must be		(h) A general notice must be		(h) A general notice must be
	given at a Directors’ meeting,		given at a Directors’ meeting,		given at a Directors’ meeting,
	or in writing and sent to the		or in writing and sent to the		or in writing and sent to the
	Company.		Company.		Company.
	(i) A general notice given at a		(i) A general notice given at a		(i) A general notice given at a
	Directors’ meeting takes		Directors’ meeting takes		Directors’ meeting takes
	effect on the date of the		effect on the date of	the	effect on the date of the
	Directors’ meeting. A general		Directors’ meeting. A general		Directors’ meeting. A general
	notice given in writing and		notice given in writing	and	notice given in writing and
	sent to the Company takes		sent to the Company takes		sent to the Company takes
	effect on the twenty-first day		effect on the twenty-first	day	effect on the twenty-first day
	after the day on which it is		after the day on which	it is	after the day on which it is
	sent to the Company.		sent to the Company.		sent to the Company.
105	A Director shall not vote (nor	113	A Director shall not vote	(nor	A Director shall not vote (nor
	shall he be counted in the		be counted in the quorumnor		be counted in the quorum nor
	quorum) on any resolution of		shall he act as proxy to		shall he act as proxy to
	the Board approving any		exercise the voting rights of		exercise the voting rights of
	transaction, arrangement or		other Directors) on	any	other Directors) on any
	contract or other proposal in		resolution of the Board		resolution of the Board
	which he or any of his		approving any transaction,		approving any transaction,
	associates is to his knowledge		arrangement or contract or		arrangement or contract or
	materially interested, and if		other proposal in which he or		other proposal in which he or
	he shall do so his vote shall		any of his associates is to		any of his associates is to
	not be counted (nor shall he		his knowledge, materially		his knowledge, materially
	be counted in the quorum for		interested, and if he shall do		interested, and if he shall do
	that resolution), but this		so his vote shall not	be	so his vote shall not be
	prohibition shall not apply to		counted (nor be counted in		counted (nor be counted in
	any of the following matters,		the quorum for	that	the quorum for that
	namely:		resolution), but	this	resolution), but this
			prohibition shall not apply to		prohibition shall not apply to
			any of the following matters,		any of the following matters,
			namely:		namely:
106	For the purposes of Articles	114	For the purposes of Articles		For the purposes of Articles
	103 and 105, references to an		~~103~~ ~~1~~11 and ~~105~~	~~1~~13,	111 and 113, references to an
	entity connected with a		references to an entity		entity connected with a
	Director shall be construed in		connected with a Director		Director shall be construed in
	accordance with Section 486		shall be construed	in	accordance with Section 486
	of the Ordinance.		accordance with Section	486	of the Ordinance.
			of the Ordinance.

– V-35 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
114	The Board may from time to	122	Subject to the relevant	Subject to the relevant
	time in their discretion		requirements under these	requirements under these
	exercise all the powers of the Company to raise or borrow,		Articles and the relevant rules of procedures, the ~~The ~~Board	Articles and the relevant rules of procedures, the Board may
	or to secure the payment of,		may from time to time at its	from time to time at its
	any sum or sums of money		discretion exercise all the	discretion exercise all the
	for the purposes of the		powers of the Company to	powers of the Company to
	Company and to mortgage or		raise or borrow or to secure	raise or borrow or to secure
	charge its undertaking,		the payment of any sum or	the payment of any sum or
	property and uncalled capital		sums of money for the	sums of money for the
	or any part thereof.		purposes of the Company and	purposes of the Company and
			to mortgage or charge its	to mortgage or charge its
			undertaking, property and	undertaking, property and
			uncalled capital or any part	uncalled capital or any part
			thereof.	thereof
115	The Board may raise or	123	Subject to the relevant	Subject to the relevant
	secure the payment or		requirements under these	requirements under these
	repayment of such sum or sums in such manner and		Articles and the relevant rules of procedures, the ~~The ~~Board	Articles and the relevant rules of procedures, the Board may
	upon such terms and		may raise or secure the	raise or secure the payment or
	conditions in all respects as		payment or repayment of	repayment of such sum or
	they think fit and in		such sum or sums in such	sums in such manner and
	particular, by the issue of		manner and upon such terms	upon such terms and
	debentures, debenture stock,		and conditions in all respects	conditions in all respects as
	bonds or other securities of		as they think fit and in	they think fit and in
	the Company, whether		particular, by the issue of	particular, by the issue of
	outright or as collateral		debentures, debenture stock,	debentures, debenture stock,
	security for any debt, liability		bonds or other securities of	bonds or other securities of
	or obligation of the Company		the Company, whether	the Company, whether
	or of any third party.		outright or as collateral	outright or as collateral
			security for any debt, liability	security for any debt, liability
			or obligation of the Company	or obligation of the Company
			or of any third party.	or of any third party.

– V-36 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

			Article No.
Article			After	After amendment
No.	Before amendment		amendment	(Revision)		After amendment (Clean)
120	The Board may from time to		128	The Board may from time to		The Board may from time to
	time appoint any one or more			time appoint any one or more		time appoint any one or more
	of its body to the office of			of its body to the office of		of its body to the office of
	Managing Director, Joint			Managing Director, Joint		Managing Director, Joint
	Managing Director, Deputy			Managing Director, Deputy		Managing Director, Deputy
	Managing Director or other			Managing Director or other		Managing Director or other
	Executive Director and/or			Executive Director and/or		Executive Director and/or
	such other office in	the		such other office in	the	such other office in the
	management of the Company			management of the Company		management of the Company
	as it may decide for such			as it may decide for such		as it may decide for such
	period and upon such terms			period and upon such terms		period and upon such terms
	as it thinks fit and upon such			as it thinks fit and upon such		as it thinks fit and upon such
	terms as to remuneration	as it		terms as to remuneration	as it	terms as to remuneration as it
	may decide in accordance			may decide in accordance		may decide in accordance
	with Article 101.			with Article ~~101 ~~109.		with Article 109.
121	Every Director appointed to		129	Every Director appointed to		Every Director appointed to
	an office under Article	120		an office under Article	~~120~~	an office under Article 128
	hereof shall, subject to	the		128 hereof shall, subject to		hereof shall, subject to the
	provisions of any contract			the provisions of any contract		provisions of any contract
	between himself and	the		between himself and	the	between himself and the
	Company with regard to his			Company with regard to his		Company with regard to his
	employment in such office,			employment in such office,		employment in such office,
	be liable to be dismissed or			be liable to be dismissed or		be liable to be dismissed or
	removed therefrom by	the		removed therefrom by	the	removed therefrom by the
	Board.			Board.		Board.
122	A Director appointed to an		130	A Director appointed to an		A Director appointed to an
	office under Article	120		office under Article ~~120 ~~	128	office under Article 128
	hereof shall be, while holding			hereof shall be, while holding		hereof shall be, while holding
	the office, subject to the same			the office, subject to the same		the office, subject to the same
	provisions as to retirement by			provisions as to retirement by		provisions as to retirement by
	rotation and removal as the			rotation and removal as	the	rotation and removal as the
	other Directors of	the		other Directors of	the	other Directors of the
	Company, and he shall			Company, and he shall		Company, and he shall
	(subject to the provisions of			(subject to the provisions of		(subject to the provisions of
	any contract between him and			any contract between him and		any contract between him and
	the Company) ipso facto and			the Company) ipso facto	and	the Company) ipso facto and
	immediately cease to	hold		immediately cease to hold		immediately cease to hold
	such office if he ceases to			such office if he ceases to		such office if he ceases to
	hold the office of Director for			hold the office of Director for		hold the office of Director for
	any cause.			any cause.		any cause.

– V-37 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)		After amendment (Clean)
124(a)	Subject to any exercise by the	132(a)	Subject to any exercise	by	Subject to any exercise by	the
	Board of the powers		the Board of the powers		Board of the powers
	conferred by Articles 123,		conferred by Articles		conferred by Articles 131,
	125, 126, 127, 133, 146 and		~~123 ~~131, ~~125 1~~33, ~~126 1~~34,		133, 134, 135, 141, 154 and
	147 hereof, the management of the business of the		~~127 1~~35, ~~133 1~~41, ~~146 1~~54 and ~~147~~ 155 hereof, the		155 hereof, the management of the business of the
	Company shall be vested in		management of the business		Company shall be vested in
	the Board who, in addition to		of the Company shall	be	the Board who, in addition to
	the powers and authorities by		vested in the Board who, in		the powers and authorities by
	these Articles expressly		addition to the powers and		these Articles expressly
	conferred upon them, may		authorities by these Articles		conferred upon them, may
	exercise all such powers and		expressly conferred upon		exercise all such powers and
	do all such acts and things as		them, may exercise all such		do all such acts and things as
	may be exercised or done by		powers and do all such acts		may be exercised or done	by
	the Company and which are		and things as may	be	the Company and which	are
	not hereby or by the		exercised or done by	the	not hereby or by	the
	Ordinance expressly directed		Company and which are	not	Ordinance expressly directed
	or required to be exercised or		hereby or by the Ordinance		or required to be exercised or
	done by the Company in		expressly directed or required		done by the Company	in
	general meeting, but subject		to be exercised or done by	the	general meeting, but subject
	nevertheless to the provisions		Company in general meeting,		nevertheless to the provisions
	of the Ordinance and of these		but subject nevertheless	to	of the Ordinance and of these
	Articles and to any		the provisions of	the	Articles and to any
	regulations from time to time		Ordinance and of these		regulations from time to time
	made by the Company in		Articles and to any		made by the Company	in
	general meeting not being		regulations from time to time		general meeting not being
	inconsistent with such		made by the Company	in	inconsistent with such
	provisions or these Articles:		general meeting not being		provisions or these Articles:
	Provided that no regulation		inconsistent with such		Provided that no regulation
	so made shall invalidate any		provisions or these Articles:		so made shall invalidate any
	prior act of the Board which		Provided that no regulation		prior act of the Board which
	would have been valid if such		so made shall invalidate any		would have been valid if such
	regulation had not been		prior act of the Board which		regulation had not been
	made.		would have been valid if such		made.
			regulation had not been
			made.

– V-38 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

						Article No.
Article						After	After amendment
No.	Before amendment					amendment	(Revision)	After amendment (Clean)
124(b)	Without	prejudice to			the	132(b)	Without prejudice to the	Without prejudice to the
	general powers conferred				by		general powers conferred by	general powers conferred by
	these Articles it			is hereby			these Articles and subject to	these Articles and subject to
	expressly	declared that			the		applicable laws and	applicable laws and
	Board	shall		have	the		regulations, the Listing Rules	regulations, the Listing Rules
	following	powers:–					and the expressed provisions of these Articles, ~~it is hereby~~	and the expressed provisions of these Articles, the Board
	(i) to give to any			person	the		~~expressly declared that ~~the	shall have the following
	right or option of			requiring at			Board shall have the	powers:–
	a future date that an allotment						following powers:–
	shall be made to			him of any				(i) to give to any person the
	share at such		price as may be				(i) to give to any person the	right or option of requiring at
	agreed.						right or option of requiring at	a future date that an allotment
							a future date that an allotment	shall be made to him of any
	(ii) to give		any	Directors,			shall be made to him of any	share at such price as may be
	officers or servants of				the		share at such price as may be	agreed upon approval or
	Company	an	interest in any				agreed upon approval or	authorisation at the general
	particular		business		or		authorisation at the general	meeting;
	transaction or participation in						meeting;
	the profits thereof or in				the			(ii) to give any Directors,
	general	profits		of	the		(ii) to give any Directors,	officers or servants of the
	Company	either in addition to					officers or servants of the	Company an interest in any
	or in substitution			for a salary			Company an interest in any	particular business or
	or other remuneration.						particular business or	transaction or participation in
							transaction or participation in	the profits thereof or in the
							the profits thereof or in the	general profits of the
							general profits of the	Company either in addition to
							Company either in addition to	or in substitution for a salary
							or in substitution for a salary	or other remuneration;
							or other remuneration;
								(iii) to convene a general
							(iii) to convene a general	meeting and report its work to
							meeting and report its work to	the general meeting;
							the general meeting;
								(iv) to implement resolutions
							(iv) to implement resolutions	of the general meeting;
							of the general meeting;
								(v) to formulate the profit
							(v) to formulate the profit	distribution plan and loss
							distribution plan and loss	recovery plan of the
							recovery plan of the	Company;
							Company;

– V-39 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

			Article No.
Article			After	After amendment
No.	Before	amendment	amendment	(Revision)	After amendment (Clean)
				(vi) to develop plans to	(vi) to develop plans to
				increase or reduce the issued	increase or reduce the issued
				share capital of the Company;	share capital of the Company;
				(vii) to develop any plan for	(vii) to develop any plan for
				the merger, division,	the merger, division,
				dissolution, liquidation and	dissolution, liquidation and
				change of corporate form of	change of corporate form of
				the Company;	the Company;
				(viii) to consider and approve	(viii) to consider and approve
				major transactions, foreign	major transactions, foreign
				investments, purchase and	investments, purchase and
				sale of assets, mortgage of	sale of assets, mortgage of
				assets, external guarantees,	assets, external guarantees,
				entrusted financial	entrusted financial
				management, related party	management, related party
				transactions and other matters	transactions and other matters
				within the scope permitted or	within the scope permitted or
				authorised by applicable laws	authorised by applicable laws
				and regulations, the Listing	and regulations, the Listing
				Rules, the general meeting	Rules, the general meeting
				and these Articles;	and these Articles;
				(ix) to appoint or dismiss the	(ix) to appoint or dismiss the
				general manager, Company	general manager, Company
				Secretary and other senior	Secretary and other senior
				management officer of the	management officer of the
				Company, and to determine	Company, and to determine
				their remuneration, rewards	their remuneration, rewards
				and punishments;	and punishments;
				(x) to formulate the	(x) to formulate the
				Company’s basic	Company’s basic
				management system;	management system;
				(xi) to formulate the plan of	(xi) to formulate the plan of
				amendments to these Articles;	amendments to these Articles;

– V-40 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

			Article No.
Article			After	After amendment
No.	Before	amendment	amendment	(Revision)		After amendment (Clean)
				(xii) to propose to the general		(xii) to propose to the general
				meeting the appointment	or	meeting the appointment or
				replacement of the Auditors		replacement of the Auditors
				for the audit of the Company;		for the audit of the Company;
				(xiii) to approve the		(xiii) to approve the
				Company’s issuance of bonds		Company’s issuance of bonds
				(other than convertible bonds		(other than convertible bonds
				that require the approval	of	that require the approval of
				the general meeting) to the		the general meeting) to the
				extent permitted	by	extent permitted by
				applicable laws and		applicable laws and
				regulations and the Listing		regulations and the Listing
				Rules;		Rules;
				(xiv) to determine any change		(xiv) to determine any change
				in the use of proceeds raised		in the use of proceeds raised
				by the Company to extent		by the Company to extent
				permitted by applicable laws		permitted by applicable laws
				and the Listing Rules;		and the Listing Rules;
				(xv) other functions and		(xv) other functions and
				powers as prescribed	by	powers as prescribed by
				applicable laws and		applicable laws and
				regulations, the Listing Rules		regulations, the Listing Rules
				and these Articles.		and these Articles.
				To the extent permitted	by	To the extent permitted by
				applicable laws and		applicable laws and
				regulations and the Listing		regulations and the Listing
				Rules, the Board may,		Rules, the Board may,
				through appropriate		through appropriate
				procedures, delegate the		procedures, delegate the
				relevant functions and powers		relevant functions and powers
				to the management of the		to the management of the
				Company.		Company.

– V-41 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

			Article No.
Article			After	After amendment
No.	Before amendment		amendment	(Revision)	After amendment (Clean)
128	The Board may elect	a	136	The Board may elect a	The Board may elect a
	Chairman for their meetings			Chairman for their meetings	Chairman for their meetings
	and determine the period (not			and determine the period (not	and determine the period (not
	being a period extending			being a period extending	being a period extending
	beyond the date of the annual			beyond the date of the annual	beyond the date of the annual
	general meeting at which			general meeting at which	general meeting at which
	such Chairman is due to retire			such Chairman is due to retire	such Chairman is due to retire
	by rotation under Article 107)			by rotation under Article ~~107~~	by rotation under Article 115)
	for which he is to hold office;			115) for which he is to hold	for which he is to hold office;
	but if no such Chairman is			office; but if no such	but if no such Chairman is
	elected, or if at any meeting			Chairman is elected, or if at	elected, or if at any meeting
	the Chairman is not present or			any meeting the Chairman is	the Chairman is not present or
	is unwilling so to act within			not present or is unwilling so	is unwilling so to act within
	five minutes after the time			to act within five minutes	five minutes after the time
	appointed for holding	the		after the time appointed for	appointed for holding the
	same, the Directors present			holding the same, the	same, the Directors present
	may choose one of their			Directors present may choose	may choose one of their
	number to be Chairman	for		one of their number to be	number to be Chairman for
	that meeting.			Chairman for that meeting.	that meeting.
131	Questions arising at any		139	Questions arising at any	Questions arising at any
	meeting of the Board shall be			meeting of the Board shall be	meeting of the Board shall be
	decided by a majority	of		decided by a majority of	decided by a majority of
	votes, and in case of	an		votes cast by the Directors	votes cast by the Directors
	equality of votes	the		attending the meeting. When	attending the meeting. When
	Chairman shall have a second			the Board votes on a	the Board votes on a
	or casting vote (except in	the		resolution, each Director has	resolution, each Director has
	case where the Chairman is			one vote, and in case of an	one vote, and in case of an
	not permitted to vote or	be		equality of votes the	equality of votes the
	counted in quorum of any			Chairman shall have a second	Chairman shall have a second
	meeting of the Board).			or casting vote (except in the	or casting vote (except in the
				case where the Chairman is	case where the Chairman is
				not permitted to vote or be	not permitted to vote or be
				counted in quorum of any	counted in quorum of any
				meeting of the Board).	meeting of the Board).

– V-42 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
135	The meetings and	143	The meetings and	The meetings and
	proceedings of any such		proceedings of any such	proceedings of any such
	committee consisting of two		committee consisting of two	committee consisting of two
	or more members shall be		or more members shall be	or more members shall be
	governed by the provisions		governed by the provisions	governed by the provisions
	herein contained for		herein contained for	herein contained for
	regulating the meetings and		regulating the meetings and	regulating the meetings and
	proceedings of the Directors,		proceedings of the Directors,	proceedings of the Directors,
	insofar as the same are not		insofar as the same are not	insofar as the same are not
	superseded by any		superseded by any	superseded by any
	regulations made by the		regulations made by the	regulations made by the
	Board under Article 133.		Board under Article ~~133 ~~141.	Board under Article 141.

136	All acts bona fide done by	144	All acts bona fide done by	All acts bona fide done by
	any meeting of the Board or		any meeting of the Board or	any meeting of the Board or
	by a committee of the Board,		by a committee of the Board,	by a committee of the Board,
	or by any person acting as a		or by any person acting as a	or by any person acting as a
	Director shall,		Director shall,	Director shall,
	notwithstanding that it shall		notwithstanding that it shall	notwithstanding that it shall
	be afterwards discovered that		be afterwards discovered that	be afterwards discovered that
	there was some defect in the		there was some defect in the	there was some defect in the
	appointment of any such		appointment of any such	appointment of any such
	Director or person acting as		Director or person acting as	Director or person acting as
	aforesaid or that he had by		aforesaid or that he had by	aforesaid or that he had by
	virtue of Article 102(a)		virtue of Article ~~102 ~~110(a)	virtue of Article 110(a)
	ceased to be a Director, be as		ceased to be a Director, be as	ceased to be a Director, be as
	valid as if every such person		valid as if every such person	valid as if every such person
	had been duly appointed and		had been duly appointed and	had been duly appointed and
	had not ceased to be a		had not ceased to be a	had not ceased to be a
	Director.		Director.	Director.

– V-43 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
138	A resolution in writing signed	146	A resolution in writing signed	A resolution in writing signed
	or approved by a majority of		or approved by a majority of	or approved by a majority of
	all of the Directors except		all of the Directors except	all of the Directors except
	such as would be unable to		such as would be unable to	such as would be unable to
	vote on such resolution if		vote on such resolution if	vote on such resolution if
	considered at a meeting of the		considered at a meeting of the	considered at a meeting of the
	Directors by reason of having		Directors by reason of having	Directors by reason of having
	an interest as provided for in		an interest as provided for in	an interest as provided for in
	Article 103 or are temporarily unable to act through ill-		Article ~~103~~ 111 or are temporarily unable to act	Article 111 or are temporarily unable to act through ill-
	health or disability (or their		through ill-health or	health or disability (or their
	alternate Directors) shall (so		disability (or their alternate	alternate Directors) shall (so
	long as they constitute a		Directors) shall (so long as	long as they constitute a
	quorum) be as effective for		they constitute a quorum) be	quorum) be as effective for
	all purposes as a resolution of		as effective for all purposes	all purposes as a resolution of
	the Directors passed at a		as a resolution of the	the Directors passed at a
	meeting duly convened, held		Directors passed at a meeting	meeting duly convened, held
	and constituted. A written		duly convened, held and	and constituted. A written
	notification of confirmation		constituted. A written	notification of confirmation
	of such resolution in writing		notification of confirmation	of such resolution in writing
	given by a Director to the		of such resolution in writing	given by a Director to the
	Board by any means shall be		given by a Director to the	Board by any means shall be
	deemed to be his signature to		Board by any means shall be	deemed to be his signature to
	such resolution in writing for		deemed to be his signature to	such resolution in writing for
	the purpose of this Article.		such resolution in writing for	the purpose of this Article.
	Such resolution in writing		the purpose of this Article.	Such resolution in writing
	may be contained in one		Such resolution in writing	may be contained in one
	document or in several		may be contained in one	document or in several
	documents in like form, each		document or in several	documents in like form, each
	signed or approved by one or		documents in like form, each	signed or approved by one or
	more of the Directors		signed or approved by one or	more of the Directors
	concerned.		more of the Directors	concerned.
			concerned.

– V-44 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
151(a)	The Board may from time to	159(a)	Subject to compliance with	Subject to compliance with
	time pay to the members such		any profit distribution plan	any profit distribution plan
	interim dividends as appear		approved by the shareholders	approved by the shareholders
	to the Board to be justified by		at a general meeting by way	at a general meeting by way
	the profits of the Company,		of ordinary resolution, the	of ordinary resolution, the
	and in particular (but without		~~The ~~Board may from time to	Board may from time to time
	prejudice to the generality of		time pay to the ~~members~~	pay to the shareholders such
	the foregoing) if at any time		shareholders such interim	interim dividends as appear
	the share capital of the		dividends as appear to the	to the Board to be justified by
	Company is divided into		Board to be justified by the	the profits of the Company
	different classes, the Board		profits of the Company and,	and, in particular (but without
	may pay such interim		in particular (but without	prejudice to the generality of
	dividends in respect of those		prejudice to the generality of	the foregoing), if at any time
	shares in the capital of the		the foregoing), if at any time	the share capital of the
	Company which confer on the		the share capital of the	Company is divided into
	holders thereof deferred or		Company is divided into	different classes, the Board
	non-preferential rights as		different classes, the Board	may pay such interim
	well as in respect of those		may pay such interim	dividends in respect of those
	shares which confer on the		dividends in respect of those	shares in the capital of the
	holders thereof preferential		shares in the capital of the	Company which confer on the
	rights with regard to dividend		Company which confer on the	holders thereof deferred or
	and provided that the Board		holders thereof deferred or	non-preferential rights as
	acts bona fide the Board shall		non-preferential rights as	well as in respect of those
	not incur any responsibility to		well as in respect of those	shares which confer on the
	the holders of shares		shares which confer on the	holders thereof preferential
	conferring any preference for		holders thereof preferential	rights with regard to dividend
	any damage that they may		rights with regard to dividend	and provided that the Board
	suffer by reason of the		and provided that the Board	acts bona fide, the Board
	payment of an interim		acts bona fide, the Board	shall not incur any
	dividend on any shares		shall not incur any	responsibility to the holders
	having deferred or non-		responsibility to the holders	of shares conferring any
	preferential rights.		of shares conferring any	preference for any damage
			preference for any damage	that they may suffer by
			that they may suffer by	reason of the payment of an
			reason of the payment of an	interim dividend on any
			interim dividend on any	shares having deferred or
			shares having deferred or	non-preferential rights.
			non-preferential rights.
152(b)	For so long as any share	160(b)	For so long as any share	For so long as any share
	issued under any share		issued under any share	issued under any share
	incentive scheme for		incentive scheme for	incentive scheme for
	employees remains subject to		employees remains subject to	employees remains subject to
	restrictions on dividends,		restrictions on dividends,	restrictions on dividends,
	voting and transfer imposed		voting and transfer imposed	voting and transfer imposed
	thereby, but without prejudice		thereby, but without prejudice	thereby, but without prejudice
	to the entitlement of the		to the entitlement of the	to the entitlement of the
	holder of such share to		holder of such share to	holder of such share to
	participate in any distribution		participate in any distribution	participate in any distribution
	on capitalization of reserves		on capitalization of reserves	on capitalization of reserves
	under Article 149, no		under Article ~~149 ~~157, no	under Article 157, no
	dividend whether payable in		dividend whether payable in	dividend whether payable in
	cash or in specie or by way of		cash or in specie or by way of	cash or in specie or by way of
	allotment of fully paid shares		allotment of fully paid shares	allotment of fully paid shares
	under Article 154 hereof shall		under Article ~~154 ~~162 hereof	under Article 162 hereof shall
	be declared or paid on such		shall be declared or paid on	be declared or paid on such
	share.		such share.	share.

– V-45 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
153	Whenever the Board or the	161	Whenever the Board or the	Whenever the Board or the
	Company in general meeting		Company in general meeting	Company in general meeting
	have resolved that a dividend		have resolved that a dividend	have resolved that a dividend
	be paid or declared, the Board		be paid or declared, and	be paid or declared, and
	may further resolve that such		subject to compliance with	subject to compliance with
	dividend be satisfied wholly		any profit distribution plan	any profit distribution plan
	or in part by the distribution		approved by the shareholders	approved by the shareholders
	of specific assets of any kind		at a general meeting by way	at a general meeting by way
	and in particular of paid up		of ordinary resolution, the	of ordinary resolution, the
	shares or other securities of		Board may further resolve	Board may further resolve
	the Company or any other		that such dividend be	that such dividend be
	company, or in any one or		satisfied wholly or in part by	satisfied wholly or in part by
	more of such ways, and		the distribution of specific	the distribution of specific
	where any difficulty arises in		assets of any kind and in	assets of any kind and in
	regard to the distribution the		particular of paid up shares or	particular of paid up shares or
	Board may settle the same as		other securities of the	other securities of the
	it thinks expedient, and in		Company or any other	Company or any other
	particular may issue		company, or in any one or	company, or in any one or
	fractional certificates,		more of such ways, and	more of such ways, and
	disregard fractional		where any difficulty arises in	where any difficulty arises in
	entitlements or round the		regard to the distribution the	regard to the distribution the
	same up or down, and may fix		Board may settle the same as	Board may settle the same as
	the value for distribution of		it thinks expedient, and in	it thinks expedient, and in
	such specific assets, or any		particular may issue	particular may issue
	part thereof, and may		fractional certificates,	fractional certificates,
	determine that cash payments		disregard fractional	disregard fractional
	shall be made to any members		entitlements or round the	entitlements or round the
	upon the footing of the value		same up or down, and may fix	same up or down, and may fix
	so fixed in order to adjust the		the value for distribution of	the value for distribution of
	rights of all parties, and may		such specific assets, or any	such specific assets, or any
	vest and such specific assets		part thereof, and may	part thereof, and may
	in trustees as may seem		determine that cash payments	determine that cash payments
	expedient to the Board and		shall be made to any members	shall be made to any members
	may appoint any person to		upon the footing of the value	upon the footing of the value
	sign any requisite instruments		so fixed in order to adjust the	so fixed in order to adjust the
	of transfer and other		rights of all parties, and may	rights of all parties, and may
	documents on behalf of the		vest and such specific assets	vest and such specific assets
	persons entitled to the		in trustees as may seem	in trustees as may seem
	dividend, and such		expedient to the Board and	expedient to the Board and
	appointment shall be		may appoint any person to	may appoint any person to
	effective. Where requisite, a		sign any requisite instruments	sign any requisite instruments
	contract shall be filed in		of transfer and other	of transfer and other
	accordance with the		documents on behalf of the	documents on behalf of the
	provisions of the Ordinance,		persons entitled to the	persons entitled to the
	and the Board may appoint		dividend, and such	dividend, and such
	any person to sign such		appointment shall be	appointment shall be
	contract on behalf of the		effective. Where requisite, a	effective. Where requisite, a
	persons entitled to the		contract shall be filed in	contract shall be filed in
	dividend, and such		accordance with the	accordance with the
	appointment shall be		provisions of the Companies	provisions of the Companies
	effective.		Ordinance, and the Board	Ordinance, and the Board
			may appoint any person to	may appoint any person to
			sign such contract on behalf	sign such contract on behalf
			of the persons entitled to the	of the persons entitled to the
			dividend, and such	dividend, and such
			appointment shall be	appointment shall be
			effective.	effective.

– V-46 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision) After amendment (Clean)
154(a)	(a) Whenever the Board or	162	(a) Whenever the Board or (a) Whenever the Board or
	the Company in general		the Company in general the Company in general
	meeting have resolved that a		meeting have resolved that a meeting have resolved that a
	dividend be paid or declared		dividend be paid or declared dividend be paid or declared
	on the share capital of the		on the share capital of the on the share capital of the
	Company, the Board may		Company, and subject to Company, and subject to
	further resolve:–		compliance with any profit compliance with any profit
			distribution plan approved by distribution plan approved by
	(i) That such dividend be		the shareholders at a general the shareholders at a general
	satisfied wholly or in part in		meeting by way of ordinary meeting by way of ordinary
	the form of an allotment of		resolution, the Board may resolution, the Board may
	shares credited as fully paid		further resolve:– further resolve:–
	provided that the
	shareholders entitled thereto		(i) That such dividend be (i)	That such dividend be
	will be entitled to elect to		satisfied wholly or in part in satisfied wholly or in part in
	receive such dividend (or part		the form of an allotment of the form of an allotment of
	thereof) in cash in lieu of		shares credited as fully paid shares credited as fully paid
	such allotment. In such case,		provided that the provided that the
	the following provisions shall		shareholders entitled thereto shareholders entitled thereto
	apply:–		will be entitled to elect to will be entitled to elect to
			receive such dividend (or part receive such dividend (or part
	(aa) the basis of any such		thereof) in cash in lieu of thereof) in cash in lieu of
	allotment shall be determined		such allotment. In such case, such allotment. In such case,
	by the Board;		the following provisions shall the following provisions shall
			apply:– apply:–
	(bb) the Board, after
	determining the basis of		(aa) the basis of any such (aa) the basis of any such
	allotment, shall give not less		allotment shall be determined allotment shall be determined
	than two weeks’ notice in		by the Board; by the Board;
	writing to the holders of the
	relevant shares of the right of		(bb) the Board, after (bb) the Board, after
	election accorded to them and		determining the basis of determining the basis of
	shall send with such notice		allotment, shall give not less allotment, shall give not less
	forms of election and specify		than two weeks’ notice in than two weeks’ notice in
	the procedure to be followed		writing to the holders of the writing to the holders of the
	and the place at which and the		relevant shares of the right of relevant shares of the right of
	latest date and time by which		election accorded to them and election accorded to them and
	duly completed forms of		shall send with such notice shall send with such notice
	election must be lodged in		forms of election and specify forms of election and specify
	order to be effective;		the procedure to be followed the procedure to be followed
			and the place at which and the and the place at which and the
	(cc) the right of election may		latest date and time by which latest date and time by which
	be exercised in whole or in		duly completed forms of duly completed forms of
	part;		election must be lodged in election must be lodged in
			order to be effective; order to be effective;
			(cc) the right of election may (cc) the right of election may
			be exercised in whole or in be	exercised in whole or in
			part; part;

– V-47 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
	(dd) the dividend (or that part		(dd) the dividend (or that part	(dd) the dividend (or that part
	of the dividend to be satisfied		of the dividend to be satisfied	of the dividend to be satisfied
	by the allotment of shares as		by the allotment of shares as	by the allotment of shares as
	aforesaid) shall not be		aforesaid) shall not be	aforesaid) shall not be
	payable in cash on shares in		payable in cash on shares in	payable in cash on shares in
	respect whereof the cash		respect whereof the cash	respect whereof the cash
	election has not been duly		election has not been duly	election has not been duly
	exercised (“the non-elected		exercised (“the non-elected	exercised (“the non-elected
	shares”) and in satisfaction		shares”) and in satisfaction	shares”) and in satisfaction
	thereof shares shall be		thereof shares shall be	thereof shares shall be
	allotted credited as fully paid		allotted credited as fully paid	allotted credited as fully paid
	to the holders of the non-		to the holders of the non-	to the holders of the non-
	elected shares on the basis of		elected shares on the basis of	elected shares on the basis of
	allotment determined as		allotment determined as	allotment determined as
	aforesaid and for such		aforesaid and for such	aforesaid and for such
	purpose the Board shall		purpose the Board shall	purpose the Board shall
	capitalise and apply out of		capitalise and apply out of	capitalise and apply out of
	any part of the undivided		any part of the undivided	any part of the undivided
	profits of the Company		profits of the Company	profits of the Company
	(including profits carried and		(including profits carried and	(including profits carried and
	standing to the credit of any		standing to the credit of any	standing to the credit of any
	reserve or reserves or other		reserve or reserves or other	reserve or reserves or other
	special account other than the		special account other than the	special account other than the
	Conversion Rights Reserve		Conversion Rights Reserve	Conversion Rights Reserve
	(if there be any such		(if there be any such	(if there be any such
	Reserves)) as the Board may		Reserves)) as the Board may	Reserves)) as the Board may
	determine, such sum as may		determine, such sum as may	determine, such sum as may
	be required to pay up in full		be required to pay up in full	be required to pay up in full
	the appropriate number of		the appropriate number of	the appropriate number of
	shares for allotment and		shares for allotment and	shares for allotment and
	distribution to and amongst		distribution to and amongst	distribution to and amongst
	the holders of the non-elected		the holders of the non-elected	the holders of the non-elected
	shares on such basis; or		shares on such basis; or	shares on such basis; or
	(ii) That the shareholders		(ii) That the shareholders	(ii) That the shareholders
	entitled to such dividend be		entitled to such dividend be	entitled to such dividend be
	entitled to elect to receive an		entitled to elect to receive an	entitled to elect to receive an
	allotment of shares credited		allotment of shares credited	allotment of shares credited
	as fully paid in lieu of the		as fully paid in lieu of the	as fully paid in lieu of the
	whole or such part of the		whole or such part of the	whole or such part of the
	dividend as the Board may		dividend as the Board may	dividend as the Board may
	think fit. In such case, the		think fit. In such case, the	think fit. In such case, the
	following provisions shall		following provisions shall	following provisions shall
	apply:–		apply:–	apply:–
	(aa) the basis of any such		(aa) the basis of any such	(aa) the basis of any such
	allotment shall be determined		allotment shall be determined	allotment shall be determined
	by the Board;		by the Board;	by the Board;

– V-48 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
	(bb) the Board, after		(bb) the Board, after	(bb) the Board, after
	determining the basis of		determining the basis of	determining the basis of
	allotment, shall give not less		allotment, shall give not less	allotment, shall give not less
	than two weeks’ notice in		than two weeks’ notice in	than two weeks’ notice in
	writing to the holders of the		writing to the holders of the	writing to the holders of the
	relevant shares of the right of		relevant shares of the right of	relevant shares of the right of
	election accorded to them and		election accorded to them and	election accorded to them and
	shall send with such notice		shall send with such notice	shall send with such notice
	forms of election and specify		forms of election and specify	forms of election and specify
	the procedure to be followed		the procedure to be followed	the procedure to be followed
	and the place at which and the		and the place at which and the	and the place at which and the
	latest date and time by which		latest date and time by which	latest date and time by which
	duly completed forms of		duly completed forms of	duly completed forms of
	election must be lodged in		election must be lodged in	election must be lodged in
	order to be effective;		order to be effective;	order to be effective;
	(cc) the right of election may		(cc) the right of election may	(cc) the right of election may
	be exercised in whole or in		be exercised in whole or in	be exercised in whole or in
	part;		part;	part;
	(dd) the dividend (or that part		(dd) the dividend (or that part	(dd) the dividend (or that part
	of the dividend in respect of		of the dividend in respect of	of the dividend in respect of
	which a right of election has		which a right of election has	which a right of election has
	been accorded) shall not be		been accorded) shall not be	been accorded) shall not be
	payable in cash on shares in		payable in cash on shares in	payable in cash on shares in
	respect whereof the share		respect whereof the share	respect whereof the share
	election has been duly		election has been duly	election has been duly
	exercised (“the elected		exercised (“the elected	exercised (“the elected
	shares”) and in lieu thereof		shares”) and in lieu thereof	shares”) and in lieu thereof
	shares shall be allotted		shares shall be allotted	shares shall be allotted
	credited as fully paid to the		credited as fully paid to the	credited as fully paid to the
	holders of the elected shares		holders of the elected shares	holders of the elected shares
	on the basis of allotment		on the basis of allotment	on the basis of allotment
	determined as aforesaid and		determined as aforesaid and	determined as aforesaid and
	for such purpose the Board		for such purpose the Board	for such purpose the Board
	shall capitalise and apply out		shall capitalise and apply out	shall capitalise and apply out
	of any part of the undivided		of any part of the undivided	of any part of the undivided
	profits of the Company		profits of the Company	profits of the Company
	(including profits carried and		(including profits carried and	(including profits carried and
	standing to the credit of any		standing to the credit of any	standing to the credit of any
	reserve or reserves or other		reserve or reserves or other	reserve or reserves or other
	special account other than the		special account other than the	special account other than the
	Conversion Rights Reserve		Conversion Rights Reserve	Conversion Rights Reserve
	(if there be any such		(if there be any such	(if there be any such
	Reserves)) as the Board may		Reserves)) as the Board may	Reserves)) as the Board may
	determine, such sum as may		determine, such sum as may	determine, such sum as may
	be required to pay up in full		be required to pay up in full	be required to pay up in full
	the appropriate number of		the appropriate number of	the appropriate number of
	shares for allotment and		shares for allotment and	shares for allotment and
	distribution to and amongst		distribution to and amongst	distribution to and amongst
	the holders of the elected		the holders of the elected	the holders of the elected
	shares on such basis.		shares on such basis.	shares on such basis.

– V-49 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article No. Article After After amendment No. Before amendment amendment (Revision) After amendment (Clean) 155 The Board may, before 163 Without breaching applicable Without breaching applicable recommending any dividend, laws and regulations, the laws and regulations, the set aside out of the profits of Listing Rules and these Listing Rules and these the Company such sums as it Articles, the ~~The~~ Board may, Articles, the Board may, thinks fit as a reserve or before recommending any before recommending any reserves which shall, in the dividend, set aside out of the dividend, set aside out of the discretion of the Board, be profits of the Company such profits of the Company such applicable for meeting claims sums as it thinks fit as a sums as it thinks fit as a on or liabilities of the reserve or reserves which reserve or reserves which Company or contingencies or shall, in the discretion of the shall, in the discretion of the for paying off any loan Board, be applicable for Board, be applicable for capital or for equalising meeting claims on or meeting claims on or dividends or for any other liabilities of the Company or liabilities of the Company or purpose to which the profits contingencies or for paying contingencies or for paying of the Company may be off any loan capital or for off any loan capital or for properly applied, and pending equalising dividends or for equalising dividends or for such application may, in the any other purpose to which any other purpose to which like discretion, either be the profits of the Company the profits of the Company employed in the business of may be properly applied, and may be properly applied, and the Company or be invested pending such application pending such application in such investments (other may, in the like discretion, may, in the like discretion, than shares of the Company) either be employed in the either be employed in the as the Board may from time business of the Company or business of the Company or to time think fit, and so that it be invested in such be invested in such shall not be necessary to keep investments (other than investments (other than any investments constituting shares of the Company) as the shares of the Company) as the the reserve or reserves Board may from time to time Board may from time to time separate or distinct from any think fit, and so that it shall think fit, and so that it shall other investments of the not be necessary to keep any not be necessary to keep any Company. The Board may investments constituting the investments constituting the also without placing the same reserve or reserves separate reserve or reserves separate to reserve carry forward any or distinct from any other or distinct from any other profits which it may think investments of the Company. investments of the Company. prudent not to divide. The Board may also without The Board may also without placing the same to reserve placing the same to reserve carry forward any profits carry forward any profits which it may think prudent which it may think prudent not to divide. not to divide.

– V-50 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
165	The Company shall have the	173	The Company shall have the	The Company shall have the
	power to sell, in such manner		power to sell, in such manner	power to sell, in such manner
	as the Board thinks fit, any		as the Board thinks fit, any	as the Board thinks fit, any
	shares of a member who is		shares of a member who is	shares of a member who is
	untraceable, but no such sale		untraceable, but no such sale	untraceable, but no such sale
	shall be made unless:–		shall be made unless:–	shall be made unless:–
	(a) all cheques, being not less		(a) all cheques, being not less	(a) all cheques, being not less
	than three in total number, for		than three in total number, for	than three in total number, for
	any sum payable in cash to		any sum payable in cash to	any sum payable in cash to
	the holder of such shares in		the holder of such shares in	the holder of such shares in
	respect of them sent during		respect of them sent during	respect of them sent during
	the relevant period in the		the relevant period in the	the relevant period in the
	manner authorised by the		manner authorised by the	manner authorised by the
	Articles of the Company have		Articles of the Company have	Articles of the Company have
	remained uncashed;		remained uncashed;	remained uncashed;
	(b) so far as it is aware at the		(b) so far as it is aware at the	(b) so far as it is aware at the
	end of the relevant period, the		end of the relevant period, the	end of the relevant period, the
	Company has not at any time		Company has not at any time	Company has not at any time
	during the relevant period		during the relevant period	during the relevant period
	received any indication of the		received any indication of the	received any indication of the
	existence of the member who		existence of the member who	existence of the member who
	is the holder of such shares or		is the holder of such shares or	is the holder of such shares or
	of a person entitled to such		of a person entitled to such	of a person entitled to such
	shares by death, bankruptcy		shares by death, bankruptcy	shares by death, bankruptcy
	or operation of law; and		or operation of law; and	or operation of law; and
	(c) the Company has caused		(c) the Company has caused	(c) the Company has caused
	an advertisement to be		an advertisement to be	an advertisement to be
	inserted in English in an		inserted in English in an	inserted in English in an
	English language newspaper		English language newspaper	English language newspaper
	and in Chinese in a Chinese		and in Chinese in a Chinese	and in Chinese in a Chinese
	language newspaper giving		language newspaper giving	language newspaper giving
	notice of its intention to sell		notice of its intention to sell	notice of its intention to sell
	such shares and has notified		such shares and has notified	such shares and has notified
	The Stock Exchange of Hong		the relevant stock exchanges	the relevant stock exchanges
	Kong Limited of such		~~The Stock Exchange of Hong~~	of such intention and a period
	intention and a period of		~~Kong~~ ~~Limited~~ of such	of three months has elapsed
	three months has elapsed		intention and a period of	since the date of such
	since the date of such		three months has elapsed	advertisement.
	advertisement.		since the date of such
			advertisement.

– V-51 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
	For the purpose of the		For the purpose of the	For the purpose of the
	foregoing, “relevant period”		foregoing, “relevant period”	foregoing, “relevant period”
	means the period		means the period	means the period
	commencing twelve years		commencing twelve years	commencing twelve years
	before the date of publication		before the date of publication	before the date of publication
	of the advertisement referred		of the advertisement referred	of the advertisement referred
	to in paragraph (c) of this		to in paragraph (c) of this	to in paragraph (c) of this
	Article and ending at the		Article and ending at the	Article and ending at the
	expiry of the period referred		expiry of the period referred	expiry of the period referred
	to in that paragraph.		to in that paragraph.	to in that paragraph.
	To give effect to any such		To give effect to any such	To give effect to any such
	sale the Board may authorise		sale the Board may authorise	sale the Board may authorise
	any person to transfer the said		any person to transfer the said	any person to transfer the said
	shares and instrument of		shares and instrument of	shares and instrument of
	transfer signed or otherwise		transfer signed or otherwise	transfer signed or otherwise
	executed by or on behalf of		executed by or on behalf of	executed by or on behalf of
	such person shall be as		such person shall be as	such person shall be as
	effective as if it had been		effective as if it had been	effective as if it had been
	executed by the registered		executed by the registered	executed by the registered
	holder or the person entitled		holder or the person entitled	holder or the person entitled
	by transmission to such		by transmission to such	by transmission to such
	shares, and the purchaser		shares, and the purchaser	shares, and the purchaser
	shall not be bound to see to		shall not be bound to see to	shall not be bound to see to
	the application of the		the application of the	the application of the
	purchase money nor shall his		purchase money nor shall his	purchase money nor shall his
	title to the shares be affected		title to the shares be affected	title to the shares be affected
	by any irregularity or		by any irregularity or	by any irregularity or
	invalidity in the proceedings		invalidity in the proceedings	invalidity in the proceedings
	relating to the sale. The net		relating to the sale. The net	relating to the sale. The net
	proceeds of the sale will		proceeds of the sale will	proceeds of the sale will
	belong to the Company and		belong to the Company and	belong to the Company and
	upon receipt by the Company		upon receipt by the Company	upon receipt by the Company
	of such net proceeds it shall		of such net proceeds it shall	of such net proceeds it shall
	become indebted to the		become indebted to the	become indebted to the
	former member for an amount		former member for an amount	former member for an amount
	equal to such net proceeds.		equal to such net proceeds.	equal to such net proceeds.
	No trust shall be created in		No trust shall be created in	No trust shall be created in
	respect of such debt and no		respect of such debt and no	respect of such debt and no
	interest shall be payable in		interest shall be payable in	interest shall be payable in
	respect of it and the Company		respect of it and the Company	respect of it and the Company
	shall not be required to		shall not be required to	shall not be required to
	account for any money earned		account for any money earned	account for any money earned
	from the net proceeds which		from the net proceeds which	from the net proceeds which
	may be employed in the		may be employed in the	may be employed in the
	business of the Company or		business of the Company or	business of the Company or
	as it thinks fit. Any sale under		as it thinks fit. Any sale under	as it thinks fit. Any sale under
	this Article shall be valid and		this Article shall be valid and	this Article shall be valid and
	effective notwithstanding that		effective notwithstanding that	effective notwithstanding that
	the member holding the		the member holding the	the member holding the
	shares sold is dead, bankrupt		shares sold is dead, bankrupt	shares sold is dead, bankrupt
	or otherwise under any legal		or otherwise under any legal	or otherwise under any legal
	disability or incapacity.		disability or incapacity.	disability or incapacity.

– V-52 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

					Article No.
Article					After	After amendment
No.	Before amendment				amendment	(Revision)	After amendment (Clean)
NA	(not applicable)				181	The Company will set up a	The Company will set up a
						securities affairs agency in	securities affairs agency in
						China, appoint a domestic	China, appoint a domestic
						information disclosure	information disclosure
						representative to manage the	representative to manage the
						matters relating to	matters relating to
						information disclosure and	information disclosure and
						communication with the	communication with the
						relevant regulatory	relevant regulatory
						authorities during the listing	authorities during the listing
						of the Chinese depositary	of the Chinese depositary
						receipts. The domestic	receipts. The domestic
						information disclosure	information disclosure
						representative shall possess	representative shall possess
						the capability of a secretary	the capability of a secretary
						of the board of directors of a	of the board of directors of a
						listed company in China, be	listed company in China, be
						familiar with the regulations	familiar with the regulations
						and requirements in relation	and requirements in relation
						to domestic information	to domestic information
						disclosure, and be able to use	disclosure, and be able to use
						Chinese proficiently.	Chinese proficiently.
173(a)	Subject to the	requirements			182(a)	Subject to the requirements	Subject to the requirements
	or consents	or	deemed			or consents or deemed	or consents or deemed
	consents as stipulated in			the		consents as stipulated in the	consents as stipulated in the
	Ordinance, the Listing Rules,					Ordinance, the Listing Rules,	Ordinance, the Listing Rules,
	these Articles and		any other			these Articles and any other	these Articles and any other
	applicable laws,		rules	and		applicable laws, rules and	applicable laws, rules and
	regulations, any		notice	or		regulations, any notice or	regulations, any notice or
	documents (including			any		documents (including any	documents (including any
	“corporate communication”					“corporate communication”	“corporate communication”
	within the meaning ascribed					within the meaning ascribed	within the meaning ascribed
	thereto under	the Listing				thereto under the Listing	thereto under the Listing
	Rules), whether	or	not, to be			Rules), whether or not, to be	Rules), whether or not, to be
	given or issued under these					given or issued under these	given or issued under these
	Articles from the Company to					Articles from the Company to	Articles from the Company to
	a member shall	be	in writing			a member shall be in writing	a member shall be in writing
	or in electronic	form and		any		or in electronic form and any	or in electronic form and any
	such notice and		document			such notice and document	such notice and document
	may be served or delivered by					may be served or delivered by	may be served or delivered by
	the Company on		or to	any		the Company on or to any	the Company on or to any
	member in the		following			member in the following	member in the following
	means:–					means:–	means:–
	(i) by serving it	personally on				(i) by serving it personally on	(i) by serving it personally on
	the member;					the member;	the member;

– V-53 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
	(ii) by sending it through the		(ii) by sending it through the	(ii) by sending it through the
	post in a prepaid envelope		post in a prepaid envelope	post in a prepaid envelope
	addressed to such member at		addressed to such member at	addressed to such member at
	his registered address as		his registered address as	his registered address as
	appearing in the register or at		appearing in the register or at	appearing in the register or at
	any other address supplied by		any other address supplied by	any other address supplied by
	him to the Company for the		him to the Company for the	him to the Company for the
	purpose;		purpose;	purpose;
	(iii) by electronic means,		(iii) by electronic means,	(iii) by electronic means,
	including by transmitting it to		including by transmitting it to	including by transmitting it to
	the member any such address		the member any such address	the member any such address
	or transmitting it to any telex		or transmitting it to any telex	or transmitting it to any telex
	or facsimile transmission		or facsimile transmission	or facsimile transmission
	number or electronic number		number or electronic number	number or electronic number
	or address or website		or address or website	or address or website
	supplied by him to the		supplied by him to the	supplied by him to the
	Company for the giving of		Company for the giving of	Company for the giving of
	notice to him or which the		notice to him or which the	notice to him or which the
	person transmitting the notice		person transmitting the notice	person transmitting the notice
	reasonably and bona fide		reasonably and bona fide	reasonably and bona fide
	believes at the relevant time		believes at the relevant time	believes at the relevant time
	will result in the notice being		will result in the notice being	will result in the notice being
	duly received by the member;		duly received by the member;	duly received by the member;
	(iv) by placing an		(iv) by placing an	(iv) by placing an
	advertisement in appropriate		advertisement in appropriate	advertisement in appropriate
	newspapers in accordance		newspapers in accordance	newspapers in accordance
	with the requirements of the		with the requirements of the	with the requirements of the
	Listing Rules; or		Listing Rules; or	Listing Rules; or
	(v) by making it available on		(v) by making it available on	(v) by making it available on
	a website, and giving to the		a website (including the	a website (including the
	member a notice stating that		Stock Exchange and the	Stock Exchange and the
	the notice or other document		Shanghai Stock Exchange),	Shanghai Stock Exchange),
	is available there, together		and giving to the member a	and giving to the member a
	with any other information as		notice stating that the notice	notice stating that the notice
	required under the Ordinance		or other document is	or other document is
	or Listing Rules (a “notice of		available there, together with	available there, together with
	availability”), which notice		any other information as	any other information as
	of availability may be given		required under the Ordinance	required under the Ordinance
	to the member by any of the		or Listing Rules (a “notice of	or Listing Rules (a “notice of
	means set out above other		availability”), which notice	availability”), which notice
	than by posting it on a		of availability may be given	of availability may be given
	website.		to the member by any of the	to the member by any of the
			means set out above other	means set out above other
			than by posting it on a	than by posting it on a
			website.	website.

– V-54 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
174	A member shall be entitled to	183	A member shall be entitled to	A member shall be entitled to
	have notices served on him at		have notices served on him at	have notices served on him at
	any address within Hong		any address within Hong	any address within Hong
	Kong or by any of the means		Kong or by any of the means	Kong or by any of the means
	set out in Article 173. Any member whose registered		set out in Article ~~173 ~~182. Any member whose	set out in Article 182. Any member whose registered
	address is outside Hong Kong		registered address is outside	address is outside Hong Kong
	may notify the Company in		Hong Kong may notify the	may notify the Company in
	writing of an address in Hong		Company in writing of an	writing of an address in Hong
	Kong which for the purpose		address in Hong Kong which	Kong which for the purpose
	of service of notice shall be		for the purpose of service of	of service of notice shall be
	deemed to be his registered		notice shall be deemed to be	deemed to be his registered
	address. A member who does		his registered address. A	address. A member who does
	not notify the Company of an		member who does not notify	not notify the Company of an
	address in Hong Kong may		the Company of an address in	address in Hong Kong may
	notify the Company of an		Hong Kong may notify the	notify the Company of an
	address outside Hong Kong		Company of an address	address outside Hong Kong
	and the Company may serve		outside Hong Kong and the	and the Company may serve
	notices on him at such		Company may serve notices	notices on him at such
	overseas address. In the		on him at such overseas	overseas address. In the
	absence of notification by a		address. In the absence of	absence of notification by a
	member of an address in		notification by a member of	member of an address in
	Hong Kong or overseas for		an address in Hong Kong or	Hong Kong or overseas for
	the purpose of service of		overseas for the purpose of	the purpose of service of
	notice and to the extent		service of notice and to the	notice and to the extent
	permitted by the applicable		extent permitted by the	permitted by the applicable
	laws, rules and regulations,		applicable laws, rules and	laws, rules and regulations,
	notices to such member shall		regulations, notices to such	notices to such member shall
	be sent to such member’s		member shall be sent to such	be sent to such member’s
	address as shown in the		member’s address as shown	address as shown in the
	Company’s register of		in the Company’s register of	Company’s register of
	members. A member ceases to		members. A member ceases to	members. A member ceases to
	be entitled to receive notices		be entitled to receive notices	be entitled to receive notices
	from the Company if the		from the Company if the	from the Company if the
	Company sends two		Company sends two	Company sends two
	consecutive documents to the		consecutive documents to the	consecutive documents to the
	member over a period of at		member over a period of at	member over a period of at
	least twelve months and each		least twelve months and each	least twelve months and each
	of those documents is		of those documents is	of those documents is
	returned undelivered, or the		returned undelivered, or the	returned undelivered, or the
	Company receives		Company receives	Company receives
	notification that it has not		notification that it has not	notification that it has not
	been delivered. A member		been delivered. A member	been delivered. A member
	who has ceased to be entitled		who has ceased to be entitled	who has ceased to be entitled
	to receive notices from the		to receive notices from the	to receive notices from the
	Company becomes entitled to		Company becomes entitled to	Company becomes entitled to
	receive those notices again by		receive those notices again by	receive those notices again by
	sending the Company an		sending the Company an	sending the Company an
	address to be recorded in the		address to be recorded in the	address to be recorded in the
	register of members or if the		register of members or if the	register of members or if the
	member has agreed that the		member has agreed that the	member has agreed that the
	Company should use a means		Company should use a means	Company should use a means
	of communication other than		of communication other than	of communication other than
	sending things to such an		sending things to such an	sending things to such an
	address, the information that		address, the information that	address, the information that
	the Company needs to use		the Company needs to use	the Company needs to use
	that means of communication		that means of communication	that means of communication
	effectively.		effectively.	effectively.

– V-55 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
186	Subject to the provisions of	195	Subject to the provisions of	Subject to the provisions of
	the Ordinance, every current		the Ordinance, every current	the Ordinance, every current
	and former director,		and former director,	and former director,
	Company Secretary, officer		Company Secretary, officer	Company Secretary, officer
	or employee of the Company		or employee of the Company	or employee of the Company
	shall be indemnified out of		shall be indemnified out of	shall be indemnified out of
	the assets of the Company		the assets of the Company	the assets of the Company
	against all costs, charges,		against all costs, charges,	against all costs, charges,
	expenses, losses and		expenses, losses and	expenses, losses and
	liabilities which he may		liabilities which he may	liabilities which he may
	sustain or incur in or about		sustain or incur in or about	sustain or incur in or about
	the execution of his office or		the execution of his office or	the execution of his office or
	which may attach to him in		which may attach to him in	which may attach to him in
	his current or former capacity		his current or former capacity	his current or former capacity
	as a director, Company		as a director, Company	as a director, Company
	Secretary, officer or		Secretary, officer or	Secretary, officer or
	employee of the Company or		employee of the Company or	employee of the Company or
	an associated company of the		an associated company of the	an associated company of the
	Company.		Company.	Company.
	In Articles 185 to 186:–		In Articles ~~185 ~~194 to ~~186~~	In Articles 194 to 195:–
			195:–
	“associated company” shall			“associated company” shall
	have the same meaning given		“associated company” shall	have the same meaning given
	to it by Section 2(1) of the		have the same meaning given	to it by Section 2(1) of the
	Ordinance;		to it by Section 2(1) of the	Ordinance;
			Ordinance;
	“employee” means an			“employee” means an
	employee of the Company		“employee” means an	employee of the Company
	acting in a managerial or		employee of the Company	acting in a managerial or
	supervisory capacity; and		acting in a managerial or	supervisory capacity; and
			supervisory capacity; and
	“capacity as a director,			“capacity as a director,
	Company Secretary, officer		“capacity as a director,	Company Secretary, officer
	or employee of an associated		Company Secretary, officer	or employee of an associated
	company of the Company”		or employee of an associated	company of the Company”
	means a liability attaching to		company of the Company”	means a liability attaching to
	a Director, Company		means a liability attaching to	a Director, Company
	Secretary, officer or		a Director, Company	Secretary, officer or
	employee of the Company		Secretary, officer or	employee of the Company
	arising solely from his acting,		employee of the Company	arising solely from his acting,
	at the Company’s specific		arising solely from his acting,	at the Company’s specific
	written request (but not		at the Company’s specific	written request (but not
	otherwise) in the capacity of		written request (but not	otherwise) in the capacity of
	director, company secretary,		otherwise) in the capacity of	director, company secretary,
	officer or employee of an		director, company secretary,	officer or employee of an
	associated company of the		officer or employee of an	associated company of the
	Company.		associated company of the	Company.
			Company.

– V-56 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

						Article No.
Article						After	After amendment
No.	Before amendment					amendment	(Revision)	After amendment (Clean)
187	Articles	185 to 186 do			not	196	Articles ~~185 ~~194 to ~~186 ~~195	Articles 194 to 195 do not
	authorise	any indemnity			that		do not authorise any	authorise any indemnity that
	would	be	prohibited		or		indemnity that would be	would be prohibited or
	rendered		void	by	any		prohibited or rendered void	rendered void by any
	applicable law.						by any applicable law.	applicable law.
N/A	(not applicable)					197	The issuance, listing,	The issuance, listing,
							registration, trading and other	registration, trading and other
							matters of the Company’s	matters of the Company’s
							Chinese depositary receipts	Chinese depositary receipts
							shall be governed by the	shall be governed by the
							laws, regulations and	laws, regulations and
							normative documents of	normative documents of
							China. If the depositary	China. If the depositary
							receipts of the Company are	receipts of the Company are
							listed on the Shanghai Stock	listed on the Shanghai Stock
							Exchange, the Company shall	Exchange, the Company shall
							comply with the laws and	comply with the laws and
							regulations of China and the	regulations of China and the
							relevant requirements of the	relevant requirements of the
							securities regulatory	securities regulatory
							authorities of China.	authorities of China.

N/A	(not applicable)					198	To the extent permitted by	To the extent permitted by
							applicable laws, regulations	applicable laws, regulations
							and the Listing Rules, the	and the Listing Rules, the
							Company may formulate the	Company may formulate the
							rules of procedures from time	rules of procedures from time
							to time, including the rules of	to time, including the rules of
							procedures for general	procedures for general
							meeting and the rules of	meeting and the rules of
							procedures for Board	procedures for Board
							meeting, in order to comply	meeting, in order to comply
							with the relevant	with the relevant
							requirements of the place	requirements of the place
							where the Company’s	where the Company’s
							securities are listed. These	securities are listed. These
							rules are legally binding on	rules are legally binding on
							the Company.	the Company.

– V-57 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

		Article No.
Article		After	After amendment
No.	Before amendment	amendment	(Revision)	After amendment (Clean)
N/A	(not applicable)	199	Upon consideration and	Upon consideration and
			approval by the general	approval by the general
			meeting, the Articles of	meeting, the Articles of
			Association shall take effect	Association shall take effect
			from the date of the initial	from the date of the initial
			public offering of the Chinese	public offering of the Chinese
			depositary receipts by the	depositary receipts by the
			Company and the listing on	Company and the listing on
			the Science and Technology	the Science and Technology
			Innovation board of the	Innovation board of the
			Shanghai Stock Exchange.	Shanghai Stock Exchange.

– V-58 –

APPENDIX VI RULES OF PROCEDURE OF GENERAL MEETINGS

RULES OF PROCEDURE OF GENERAL MEETING

Chapter I General Principles

Article 1 For the purpose of protecting the legitimate interest of Lenovo Group Limited (the “Company”) and its shareholders, clarifying the functions and powers exercised in the general meetings, improving efficient operation of the general meetings and ensuring performance of responsibilities and duties in compliance with laws, the Company formulates the Rules of Procedures of general meetings in accordance with the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the “Companies Ordinance”), the Rules Governing the Listing of Securities on the Science and Technology Innovation Board of the Shanghai Stock Exchange (the “Listing Rules of STAR Market《上海證券交易所科創板股票上市規則》”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules of the Hong Kong Stock Exchange”, which, together with the Listing Rules of STAR Market《上海證券交易所科創板股票上市規則》, are collectively referred to as the “Listing Rules”) and other laws, regulations, regulatory documents, as well as the articles of association of Lenovo Group Limited (the “Articles of Association”) and the actual circumstances of the Company.

Article 2 These rules shall be binding on the Company, all shareholders, proxies of the shareholders, directors, relevant staff of the general meetings and other personnel present at the meeting.

Article 3 The Board of Directors of the Company shall strictly abide by the Companies Ordinance and other laws and regulations and the provisions of the Articles of Association concerning the convening of the general meetings. All the directors of the Company shall perform the obligations in good faith and diligently for the convening of the general meetings, and shall not obstruct the general meetings from performing its functions and powers according to the law.

Chapter II Functions and Powers exercised in the General Meeting

Article 4 The general meetings shall exercise the following functions and powers:

(1) to re-elect, appoint and remove Directors (except where the appointment or removal is permitted by the Board in the Articles of Association);
(2) to consider and approve the annual report of the Board as required by the Shanghai Stock Exchange from time to time;
(3) to consider and approve the Company’s profit distribution plans and loss recovery plans;

– VI-1 –

APPENDIX VI RULES OF PROCEDURE OF GENERAL MEETINGS

(4) to consider and approve the changes in the total number of shares authorised to be issued by the Company and the increase in the number of outstanding shares (including the issue of shares (including preference shares), securities convertible into shares, warrants and other securities that affect the share capital of the Company);
(5) to consider and approve the reduction in number of shares authorised to be issued and outstanding shares (including shares that are not covered by the general mandate granted by the shareholders of the Company at the general meeting that are being redeemed or repurchased) subject to other compliance with the requirements of applicable laws and regulations;
(6) to consider and approve the merger, division, dissolution, liquidation or change of corporate form of the Company;
(7) to approve amendments to the Articles or to adopt new Articles of Association of the Company;
(8) to resolve on the appointment, re-appointment or removal of the Auditors of the Company;
(9) to consider and approve external guarantees which are required to be approved at the general meeting under applicable laws and regulations and the Listing Rules;
(10) to consider and approve major transactions which are required to be approved at the general meeting under applicable laws and regulations and the Listing Rules;
(11) to consider and approve related party (connected) transactions which are required to be approved at the general meeting under applicable laws and regulations and the Listing Rules;
(12) to consider and approve the Company’s purchase or disposal of major assets within one year, where the transaction amount exceeds 30% of the latest audited total assets of the Company;
(13) to consider and approve the provision of guarantees by the Company to companies outside the scope of the consolidated financial statements, where the amount of guarantees within one year exceeds 30% of the latest audited total assets of the Company;
(14) to consider and approve the share incentive scheme of the Company;

– VI-2 –

APPENDIX VI RULES OF PROCEDURE OF GENERAL MEETINGS

(15) to cancel any shares which have not been subscribed for or agreed to be subscribed for by any person as at the date of the passing of the relevant resolution;
(16) other functions and powers specified in applicable laws and regulations, the Listing Rules and the Articles of Association, etc.

To the extent permitted by applicable laws and regulations and the Listing Rules, the relevant functions and powers may be delegated to the Board of the Company through appropriate procedures at general meetings.

Article 5 The following major transactions of the Company shall be considered and approved by the general meetings before they can be implemented:

(1) In accordance with the provisions of the Listing Rules of STAR Market《上海證券交易所科創板股票上市規則》, if any transaction (other than the provision of guarantees) of the Company meets any one of the following criteria, it shall be submitted to the general meeting for consideration after the approval of the Board has been obtained:
(a) the total assets in respect of the transaction (the higher of the carrying amount and the appraisal value) account for more than 50% of the audited total assets of the Company in its latest financial period;
(b) the transaction amount accounts for more than 50% of the market value of the Company;
(c) the net assets of the transaction target (such as equities) for the latest financial year account for more than 50% of the market value of the Company;
(d) the revenue related to the transaction target (such as equities) for the latest financial year accounts for more than 50% of the latest audited revenue of the Company in its latest financial year and exceeds RMB50 million;
(e) the profits generated from the transaction account for more than 50% of the audited net profits of the Company in its latest financial year and exceed RMB5 million;
(f) the net profits related to the transaction target (such as equities) for the latest financial year account for more than 50% of the audited net profits of the Company in its latest financial year and exceed RMB5 million.
(2) Any transaction of the Company that is required to be submitted to the general meeting for consideration and approval under Chapter 14 of the Listing Rules of the Hong Kong Stock Exchange shall be submitted to the general meeting for consideration after the approval of the Board of Directors has been obtained.

– VI-3 –

APPENDIX VI RULES OF PROCEDURE OF GENERAL MEETINGS

Article 6 The general meetings shall be entitled to consider and approve the Company’s connected or related party transactions in accordance with the following rules:

(1) According to the Listing Rules of STAR MARKET《上海證券交易所科創板股票上市規則》, the amount of transactions between the Company (including companies consolidated into the consolidated financial statements of the Company) and related parties (other than unsecured guarantees provided to the Company or its subsidiaries and shares issued by the Company) accounts for more than 1% of the audited total assets or market value of the Company in the latest financial period and exceeds RMB30 million.
(2) According to the Listing Rules of the Hong Kong Stock Exchange, the issue of shares by the Company to a connected person shall be submitted to the general meeting for consideration (unless exempted).
(3) According to the Listing Rules of the Hong Kong Stock Exchange, the Company shall conduct a ratio test on the proposed connected transactions in accordance with the requirements of the Listing Rules of the Hong Kong Stock Exchange, and shall perform the corresponding approval procedures in accordance with the provisions of the Listing Rules of the Hong Kong Stock Exchange, and the results of the ratio test shall be submitted to the general meeting for consideration (unless exempted).

Article 7 According to the requirements of the Listing Rules of STAR Market《上海證券交易所科創板股票上市規則》, the following guarantees of the Company shall be submitted to the general meetings for consideration after the approval of the Board has been obtained:

(1) The single guarantee amount exceeds 10% of the Company’s audited net assets in the latest financial period;
(2) Total amount of external guarantees provided by the Company and its holding subsidiaries exceeds 50% of the Company’s audited net assets in the latest financial period;
(3) The guarantee provided for an object whose asset-liability ratio exceeds 70%;
(4) The guarantee provided by the Company to the companies outside the scope of the Company’s consolidated financial statements, where the amount of guarantees within one year exceeds 30% of the Company’s audited total assets in the latest financial period;
(5) Other guarantees stipulated in the Listing Rules of STAR Market《上海證券交易所科創板股票上市規則》or the Articles of Association.

– VI-4 –

APPENDIX VI RULES OF PROCEDURE OF GENERAL MEETINGS

The guarantees within the scope of the authority of the Board shall, not only be approved by a majority of all the directors, but also be approved by more than two-thirds of the directors present at the board meeting, and the guarantee under item (4) of the preceding paragraph shall be approved by more than two-thirds of the voting rights held by the shareholders who are present at the general meeting.

Chapter III Convocation of the General Meeting

Article 8 In addition to any other meetings in the year, the Company shall hold a general meeting as its annual general meeting every financial year and shall specify it as the annual general meeting in the notice of the annual general meeting. The annual general meeting shall be held at the time and place designated by the Board.

Article 9 Except for the annual general meeting, all general meetings shall be called the general meeting. The Board may convene a general meeting (except for the annual general meeting) at any time as it thinks appropriate. The general meeting may also be convened by the Board at the request of shareholders who individually or collectively hold more than 5% of the total equity interest entitled to vote at such general meeting in accordance with applicable laws and regulations, Listing Rules and the Articles of Association.

Chapter IV Proposals of the General Meeting

Article 10 The contents of resolutions proposed by the shareholders shall fall within the scope of authority and duties of the general meetings, shall include clear issues and specific resolutions, and shall conform to the relevant provisions of laws, regulations and the Articles of Association.

Article 11 No business shall be transacted at any general meeting except:

(1) the business set out in the notice of the general meeting (or any supplement thereto) issued by the Board (or any duly authorised committee thereof) or on the instruction of the Board;
(2) the business properly submitted in other manners to an annual general meeting by the Board (or any duly authorised committee thereof) or on the instruction of the Board;
(3) the business properly submitted to a general meeting by any shareholder of the Company, upon the satisfaction of the following requirements, in accordance with the Articles of Association: (i) a shareholder of record on both the date of the giving of the notice by such shareholder and the record date for the determination of shareholders entitled to vote at such general meeting, and who individually or collectively holds 2.5% or more of the total issued shares of the Company entitled

– VI-5 –

APPENDIX VI RULES OF PROCEDURE OF GENERAL MEETINGS

to vote; or (ii) At least 50 shareholders entitled to vote on the resolution proposed at the general meeting on the date of submission and have complied with the relevant notification procedures specified in these Articles; and

(4) Any other matters required to be approved at any general meeting under the laws and regulations and/or the Listing Rules.

Article 12 In addition to any other applicable provisions, in order to enable the shareholders to properly submit their business to the general meeting, the shareholders shall give timely notice thereof in proper written form to the Secretary of the Company.

Article 13 For all matters other than the nomination of candidates for election as Directors by the shareholders of the Company, the shareholders shall submit the relevant notice to the company secretary not less than sixty (60) days but not more than ninety (90) days before the anniversary of the annual general meeting of the previous year. If the date of the annual general meeting is brought forward from such anniversary date by more than thirty (30) days or is postponed from such anniversary date by more than sixty (60) days, then the aforementioned notice shall not be served on the close of business on a date that is earlier than ninety (90) days before the annual general meeting concerned, nor later than the later of sixty (60) days before the annual general meeting concerned or the tenth (10) day after the date of the first publication of the date of such general meeting.

Article 14 Notice of a proposal issued by a shareholder shall be given in appropriate written form, and the matters to be submitted to the annual general meetings shall contain:

(1) a brief description of such matter and the reasons for such matter to be dealt with at the annual general meeting;
(2) the name and address of the shareholder;
(3) the class or series and number of shares of the Company beneficially owned or registered in the name of such shareholder;
(4) a statement by the shareholders of all arrangements or understandings made by such shareholder with any other person or persons (including their names) in respect of the matter proposed to be submitted to the annual general meeting, and of any material interest of the shareholder in such matter.

Article 15 If the Chairman of the annual general meeting determines that the matter brought before the annual general meeting has not been properly submitted in accordance with the above procedures, the Chairman shall declare to the general meeting that the matter has not been properly brought before the general meeting and such matter shall not be dealt with by the general meeting.

– VI-6 –

APPENDIX VI RULES OF PROCEDURE OF GENERAL MEETINGS

Chapter V Notice of the General Meeting

Article 16 The notice of annual general meeting shall be given out no less than twenty-one days’ before the meeting in writing. Any other notice of general meeting shall be given out not less than fourteen days’ before the meeting in writing. The period of notice shall not include the date on which it is delivered or deemed to be delivered and the date on which it is given, and the notice shall set out the date, time and place of the meeting, the general nature of the matter. The notice of the annual general meeting shall specify the meeting as such. If a resolution is to be put forward at the meeting, the notice of the meeting shall include notice of such resolution, including or accompanied by a statement containing any information or explanation reasonably necessary to indicate the purpose of the resolution.

Article 17 After the notice of the general meeting is issued, the general meeting shall not be postponed or cancelled without justifiable reasons, unless the Board determines to postpone or cancel them, but the Board shall make a public announcement at least 2 business days before the date on which the meeting is originally scheduled and state the reasons for the extension or cancellation. Any notice in writing of postponed general meeting must comply with the provisions of Articles of Association concerning the period of notice of the general meeting.

Article 18 Notwithstanding the Articles of Association stipulates that the general meeting may be convened with a shorter period of notice, the general meeting shall be deemed to have been duly convened with the consent of:

(1) in the case of an annual general meeting, all the shareholders of the Company who are entitled to attend and vote at the meeting; and
(2) in any other case, the majority of the shareholders who are entitled to attend and attend to vote at the meeting (i.e. majority refers to the total voting rights of at least 95% of entire shareholders at the meeting).

Article 19 For the purpose of dealing with a special resolution, the notice of general meetings shall state the general nature of the matter. If any resolution to be presented at that general meeting is a special resolution, the notice shall make a declaration thereon.

– VI-7 –

APPENDIX VI RULES OF PROCEDURE OF GENERAL MEETINGS

Chapter VI Convening of the General Meeting

Article 20 In all cases, the quorum of the general meeting shall be three shareholders present in person or by proxy for the time being entitled to vote at the meeting. No general meeting shall deal with any matter (other than the election of Chairman of the meeting) unless the necessary quorum has been reached at the time the matter is commenced.

Article 21 If within 15 minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and place as shall be decided by the Board, and if at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, the Shareholder or Shareholders present in person shall be a quorum and may transact the business for which the meeting was.

Article 22 The Chairman of the Board may take the chair at every general meeting, or, if there be no such Chairman or, if at any general meeting such Chairman shall not be present within 15 minutes after the time appointed for holding such meeting, the Shareholders present and entitled to vote shall choose another Director as Chairman, and if no Director be present, or if all the Directors present decline to take the chair, or if the Chairman chosen shall retire from the chair, then the Shareholders present and entitled to vote shall choose one of the their own number to be Chairman.

Article 23 The Chairman may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for fourteen days or more, at least seven clear days’ notice, specifying the place, the day and the hour of the adjourned meeting shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no Shareholder shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took.

Article 24 Shareholders have the right to supervise and raise questions about the Company’s business operations in accordance with applicable laws and regulations, the Listing Rules and the Articles of Association. The Directors shall provide explanation and clarification to the reasonable inquiries and questions raised by shareholders at the general meeting.

– VI-8 –

APPENDIX VI RULES OF PROCEDURE OF GENERAL MEETINGS

Chapter VII Voting and Resolutions of the General Meeting

Article 25 Subject to the Listing Rules, at any general meeting a resolution put to the vote of the meeting shall be decided on a poll save that the Chairman may, in good faith, allow a resolution which relates purely to a procedural or administrative matter as prescribed under the Listing Rules to be voted on by a show of hands.

If, prior to or at the time the Chairman declares the results of the show of hands, s/he has notice from the proxy forms received by the Company that the results of the show of hands will be different from the results of the ballot, s/he shall demand a poll (if any).

Unless a poll be so demanded and the demand is not withdrawn, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

Article 26 If a poll is demanded, it shall be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was demanded as the Chairman directs. No notice need to be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn, with the consent of the Chairman, at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

Article 27 Any poll duly demanded on the election of a chairman of a meeting or on any question of adjournment shall be taken at the meeting and without adjournment.

Article 28 In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote. In case of any dispute as to the admission or rejection of any vote, the Chairman shall determine the same, and such determination shall be final and conclusive.

Article 29 Subject to any rights or restrictions then attached to any class or classes of shares, every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him.

Article 30 Under the Listing Rules or the rules relating to the designated stock exchanges, any vote taken by a shareholder or his representative in contravention of the requirement or restriction shall not be counted if the shareholder cannot vote on or is restricted to vote for or against any individual resolution.

– VI-9 –

APPENDIX VI RULES OF PROCEDURE OF GENERAL MEETINGS

Article 31 Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share, shall alone be entitled to vote in respect thereof.

Article 32 An incompetent member or referred by any court having jurisdiction in cases of incompetence may vote by a trustee, receiver, curator bonis or other person in the nature of appointed by the relevant court to be a trustee, receiver or curator bonis, and any such trustee, receiver, the curator bonis or any other person, on a poll, may vote by proxy.

Article 33 A person who is registered as a shareholder of the Company on the record date of any general meeting shall have the right to vote at the relevant general meeting.

Article 34 Except as expressly provided in the Articles of Association,no person other than a member duly registered and who shall have paid everything for the time being due from him and payable to the Company in respect of his shares and is entitled to attend and vote shall be entitled to be present or to vote (save as proxy for another member) either personally or by proxy, or to be reckoned in a quorum, at any general meeting.

No objection shall be raised as to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, any vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.

Article 35 Ordinary resolution is a resolution to be passed by a simple majority vote of the shareholders of the Company who have the right to vote, either in person or (if a proxy is permitted) by proxy, or (if the shareholder is a company) by his duly authorised representative at the general meeting held under the Articles of Association, or a resolution to be passed by no less than two thirds of the shareholders stipulated by Article 38 herein.

A special resolution is (i) a resolution to be passed at a general meeting in person or (if proxy is permitted) by proxy or (if a shareholder is a company) by a duly authorised representative of the Company by a majority vote of not less than three fourths, and notices to the general meeting specifying that a special resolution is to be proposed have been given as required; or (ii) a resolution approved in writing by all shareholders entitled to vote at the general meeting of the Company.

Article 36 The following matters shall be approved by the shareholders by way of special resolution passed at a general meeting:

(1) any reduction in the number of authorised shares, subject to compliance with the Companies Ordinance, the Listing Rules, the Takeovers Code and other requirements;

– VI-10 –

APPENDIX VI RULES OF PROCEDURE OF GENERAL MEETINGS

(2) any amendment of the Articles of Association, or adoption of new Articles of Association;
(3) any merger, division, dissolution, liquidation and change in corporate form of the Company; and
(4) any other matters required by the Companies Ordinance, the Listing Rules and the Articles of Association to be approved by a special resolution.

Article 37 Notwithstanding any other provisions of the these rules to the contrary, the following matters shall be approved by a resolution of the shareholders passed by not less than two-thirds of the shareholders of the Company who, being entitled to do so, vote, either personally or (if a proxy is permitted) by proxy or (if the shareholder is a corporation) by its duly authorised representative:

(1) any purchase and sale of major assets by the Company, where the total amount of these assets or transaction amount accumulated in the previous 12 months exceeds 30% of the Company’s latest audited total assets;
(2) any guarantee to be provided by the Company to companies outside the scope of the Company’s consolidated financial statements, and the amount guaranteed by the Company within one year exceeds 30% of the Company’s latest audited total assets;
(3) increase the registered capital of the Company;
(4) reduction in the number of issued shares of the Company (including the redemption or repurchase of shares not covered by the general mandate granted by the shareholders at a general meeting);
(5) review and ratify the share incentive plan; and
(6) any other matters that are required to be approved by a resolution of the shareholders passed by more than two-thirds of the votes held by the shareholders who, being entitled to do so, vote at a general meeting in accordance with the provisions of applicable laws and regulations, the Listing rules and the Articles of Associations.

Article 38 Except as otherwise provided by applicable laws and regulations, Companies Ordinance, the Listing Rules or the Articles of Association, all other matters submitted to the general meeting for consideration shall be approved by the shareholders by ordinary resolutions, except for resolutions required to be resolved by a majority vote of no less than three fourths and two-thirds of the shareholders entitled to vote.

– VI-11 –

APPENDIX VI RULES OF PROCEDURE OF GENERAL MEETINGS

Article 39 The list of candidates for election as directors shall be submitted to the general meeting for a vote. Subject to the applicable laws and regulations and the provisions of the Listing Rules, when the shareholders vote on the election of directors at a general meeting in accordance with the Articles of Association, a cumulative voting system may be used.

The “cumulative voting system” mentioned in the preceding paragraph means that when voting on the resolution to elect directors at a general meeting, each share shall have the same number of votes equal to the number of directors to be elected, and the shareholders may cast such number of votes on such candidate(s) as he sees fit. The Board shall provide the biography and basic information of each candidate to the shareholders through announcement.

Article 40 The accidental omission to give any such notice to, or the non-receipt of any such notice by any person entitled to receive such notice shall not invalidate any resolution passed or any proceeding at any such meeting. In cases where instruments of proxy are sent out with notices, the accidental omission to send such instrument of proxy to, or the non-receipt of such instrument of proxy by, any person entitled to receive notice shall not invalidate any resolution passed or any proceeding at any such meeting.

Chapter VIII Proxies of Shareholders

Article 41 Any shareholder of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holder of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend, speak and vote on behalf of him. Votes may be given either personally or by proxy. A proxy does not need be a shareholder of the Company. A shareholder may appoint more than one proxy to attend on the same occasion.

Article 42 The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised, or if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised to sign the same.

Article 43 The instrument appointing a proxy and the power of attorney or other authority, (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the registered office of the Company (or at such other place as may be specified in the notice of meeting or in any notice of any adjournment or, in any instrument of proxy sent therewith) at least 48 hours before the time for holding the general meeting or adjourned meeting, or, in the case of a poll taken after 48 hours of the request, at least 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. For the purpose of calculating the above notice period, no account is taken of any public holidays. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve months from such date. Delivery of any instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

– VI-12 –

APPENDIX VI RULES OF PROCEDURE OF GENERAL MEETINGS

Article 44 Every instrument of proxy, whether for a specified meeting or otherwise, shall be in such form as the Board may from time to time approve.

Article 45 The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority upon the proxy to demand or join in demanding a poll and to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks fit provided that any form issued to a member for use by him for appointing a proxy to attend and vote at a general meeting or at an annual general meeting at which any business is to be transacted shall be such as to enable the member, according to his intention, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise his discretion in respect of) each resolution dealing with any such business; and (ii) unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

Article 46 A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or unsoundness of mind of the principal or revocation of the proxy or power of attorney or other authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, unsoundness of mind, revocation or transfer as aforesaid shall have been received by the Company at the registered office, or at such other place as is referred to the Articles of Association, prior to 48 hours before the commencement of the meeting, adjourned meeting or poll, (in the case of a poll taken after 48 hours of the request, at least 24 hours before the time appointed for the taking of the poll,) as the case may be, at which the proxy is used.

Article 47 Any corporation which is a shareholder of the Company may, by resolution of its directors, authorise such person as it thinks fit to act as its representative with the authorization of other regulatory institutions at any general meeting of the Company or any class of shareholders’ meeting of the Company and the person authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as if it were an individual shareholder of the Company.

Chapter IX Minutes of the General Meeting

Article 48 The minutes of the general meetings shall be kept by the Secretary of the Company. The minutes shall include:

(1) the time and place of the meeting;
(2) the names of the Chairman of the meeting and the directors present or in attendance at the meeting;
(3) the list of shareholders and proxies present at the meeting and the total number of voting shares held;

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APPENDIX VI RULES OF PROCEDURE OF GENERAL MEETINGS

(4) resolutions that are considered and the voting results;
(5) scrutineer and lawyers participated in the meeting.

The company secretary shall ensure that the minutes is true, accurate and complete. The Chairman of the meeting shall sign the minutes of the general meeting, and shall ensure that the minutes are true, accurate and complete. The minutes of the general meetings shall be kept with (if any) the register of shareholders and Directors present at the meeting, power of attorney for proxies, and certificate of voting results signed by the scrutineer for at least 10 years.

Chapter X Others

Article 49 Should there be any matter not covered herein, such matter shall be implemented in accordance with applicable laws, regulations, regulatory documents and relevant provisions of the Articles of Association (hereinafter referred to as “applicable provisions”). In the event of any change in the applicable provisions following the entry into force of these rules resulting in a conflict between these rules and the applicable provisions, the Company shall amend these rules of procedures in a timely manner and ensure that the mandatory provisions of the applicable provisions are always complied with.

Article 50 These rules have been prepared by the Board and shall be submitted to the general meeting for approval, and shall take effect from the date of the initial public offering and listing of the CDRs (as defined in the Articles of Association) of the Company on the STAR Market.

Article 51 These rules shall be interpreted by the Board.

– VI-14 –

RULES OF PROCEDURE OF BOARD MEETINGS

APPENDIX VII

RULES OF PROCEDURE OF BOARD MEETINGS

Chapter I General Principles

Article 1 For the purpose of further standardizing the mode of discussion and decision-making procedures of the Board of Lenovo Group Limited (the “ Company ”), facilitating the Directors and the Board to perform their duties effectively, and improving the standardized operation and precise decision-making of the Board, the Company develops these Rules of Procedures of Board in accordance with the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the “ Companies Ordinance ”), the Rules Governing the Listing of Securities on the Science and Technology Innovation Board of the Shanghai Stock Exchange (the “ Listing Rules of STAR Market《上海證券交易所科創板股票上市規則》 ”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules of the Hong Kong Stock Exchange ”, which, together with the Listing Rules of STAR Market《上海證券交易所科創板股票上市規則》, are collectively referred to as the “ Listing Rules ”) and other laws, regulations, regulatory documents, as well as the Articles of Association of Lenovo Group Limited (the “ Articles of Association ”) and the actual circumstances of the Company.

Chapter II Functions and Powers of the Board of Directors

Article 2 Subject to the provisions of the Articles of Association, the management of the business of the Company shall be vested in the Board. In addition to the powers and authorities expressly conferred by the Articles of Association, the Board may exercise all such powers and do all such acts as may be exercised or done or approved by the Company which are not required by the Articles of Association or the Companies Ordinance to be exercised or done by the Company at a general meeting, but subject nevertheless to the applicable laws and regulations, the Articles of Association and any regulations from time to time made by the Company at a general meeting (provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made) and not being inconsistent with such provisions of the Articles of Association.

Without prejudice to the powers conferred by the Articles of Association, the Board shall have the general powers subject to the applicable laws and regulations, the expressed provisions of the Listing Rules and the Articles of Association:

(1) to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at such price as may be agreed upon approval or authorisation at the general meeting;
(2) to give 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;

– VII-1 –

RULES OF PROCEDURE OF BOARD MEETINGS

APPENDIX VII

(3) to convene a general meeting and report its work to the general meeting;
(4) to implement resolutions of the general meeting;
(5) to formulate the profit distribution plan and loss recovery plan of the Company;
(6) to develop plans to increase or reduce the issued share capital of the Company;
(7) to develop any plan for the merger, division, dissolution, liquidation and change of corporate form of the Company;
(8) to consider and approve major transactions, foreign investments, purchase and sale of assets, mortgage of assets, external guarantees, entrusted financial management, related party transactions and other matters within the scope permitted or authorised by applicable laws and regulations, the Listing Rules, the general meeting and the Articles of Association;
(9) to appoint or dismiss the general manager, Company Secretary and other senior management officer of the Company, and to determine their remuneration, rewards and punishments;
(10) to formulate the Company’s basic management system;
(11) to formulate the plan of amendments to the Articles of Association;
(12) to propose to the general meeting the appointment or replacement of the Auditors for the audit of the Company;
(13) to approve the Company’s issuance of bonds (other than convertible bonds that require the approval of the general meeting) to the extent permitted by applicable laws and regulations and the Listing Rules;
(14) to determine any change in the use of proceeds raised by the Company to extent permitted by applicable laws and the Listing Rules;
(15) other functions and powers as prescribed by applicable laws and regulations, the Listing Rules and the Articles of Association.

To the extent permitted by applicable laws, regulations and the Listing Rules, the Board may, through appropriate procedures, delegate the relevant functions and powers to the management of the Company.

– VII-2 –

RULES OF PROCEDURE OF BOARD MEETINGS

APPENDIX VII

Article 3 According to the requirements of the Listing Rules of STAR Market 《上海證券交易所科創板股票上市規則》, the transaction of the Company (other than provision of guarantees) which meets any one of the following criteria shall be submitted to the general meeting for consideration after obtaining the approval of the Board.

(1) the total assets in respect of transaction (the higher of the carrying amount and the appraisal value) account for more than 50% of the audited total assets of the Company in its latest period;
(2) the transaction amount accounts for more than 50% of the market value of the Company;
(3) the net assets of the transaction target (such as equities) for the latest financial year account for more than 50% of the market value of the Company;
(4) the revenue related to the transaction target (such as equities) for the latest financial year accounts for more than 50% of the audited revenue of the Company in its latest financial year, and exceeds RMB50 million;
(5) the profits generated from the transaction account for more than 50% of the audited net profits of the Company in its latest financial year and exceed RMB5 million;
(6) the net profits related to the transaction target (such as equities) for the latest financial year account for more than 50% of the audited net profits of the Company in its latest financial year and exceed RMB5 million.

Article 4 According to the requirements of the Listing Rules of STAR Market 《上海證券交易所科創板股票上市規則》, the following guarantees of the Company shall be submitted to the general meeting for consideration after approval of the Board has been obtained:

(1) the single guarantee amount exceeding 10% of the Company’s audited net assets in the latest financial period;
(2) any guarantee provided after the total amount of external guarantees provided by the Company and its holding subsidiaries exceeding 50% of the Company’s audited net assets in the latest financial period;
(3) the guarantee provided for an object whose asset-liability ratio exceeds 70%;
(4) the Company provides guarantee to the companies outside the scope of the Company’s consolidated financial statement, and the amount of guarantee within one year exceeds 30% of the Company’s latest audited total assets;
(5) other guarantees stipulated in the Listing Rules of STAR Market《上海證券交易所科創板股票上市規則》or the Articles of Association.

– VII-3 –

RULES OF PROCEDURE OF BOARD MEETINGS

APPENDIX VII

The guarantees within the scope of the authority of the Board shall, not only be approved by a majority of all the Directors, but also be approved by more than two-thirds of the Directors present at the board meeting; and the guarantee under item (4) of the preceding paragraph shall be approved by more than two-thirds of the voting rights held by the shareholders who are present at the general meeting.

If the Company provides guarantees for a wholly-owned subsidiary, or provides guarantees for a holding subsidiary and other shareholders of such holding subsidiary provide guarantees in proportion to their rights and interests, without prejudice to the interests of the Company, the provisions of items (1), (2) and (3) of the preceding paragraph may be exempted.

Chapter III Board Meeting

Article 5 Frequency of Meetings

The Board Meeting shall be convened at least four times a year, about once each quarter.

Article 6 Notice of the Meeting

A Director and, at the request of a Director, the Company Secretary may, at any time summon a board meeting. Notice thereof shall be given to each Director either in writing or by telephone or in such other manner as the Board may from time to time determine, provided however that such notice need not be given to any Director for the time being absent from Hong Kong. A Director may waive notice of any meeting and any such waiver may be prospective or retrospective. Shareholders representing more than 1/10 of the voting rights may requisite a board meeting, and the Director or the Company Secretary shall convene a board meeting within 10 days after receiving the requisition.

Article 7 Quorum of the Meeting

Unless otherwise determined, three Directors shall constitute a quorum. The alternate Director will be counted as a quorum but notwithstanding that an alternate Director is an alternate for more than one Director, he shall for quorum purposes count as only one Director.

Article 8 Chairman of the Meeting

The Board shall elect a Chairman of its meetings and determine his term of office (not being a period extending beyond the date of the annual general meeting at which the Chairman is due to retire by rotation under the relevant provisions of the Articles of Association), but if the Chairman of the meeting is not elected, or if at any meeting, the Chairman is not present or is unwilling so to act within five minutes after the time appointed for holding the same, the Directors present at the meeting may elect one of their number to be the Chairman for that meeting.

– VII-4 –

APPENDIX VII RULES OF PROCEDURE OF BOARD MEETINGS

Article 9 The Effect of a Resolution Shall not be Affected by Directors’ Qualification

All acts bona fide done by any meeting of the Board or by a committee of the Board, or by any person acting as a Director shall, notwithstanding that it shall be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid or that he had by virtue of Articles of Association ceased to be a Director, be as valid as if every such person had been duly appointed and had not ceased to be a Director.

Article 10 Means of Holding a Meeting

Any Director may participate in a meeting of the Board or of any such committee of the Board by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting are capable of hearing each other.

Article 11 The Effect of a Written Resolution Signed by the Directors

A resolution in writing signed or approved by majority Directors (or by their respective alternate Directors), as long as a quorum of signed directors reached a quorum (provided, however, that Directors who are required to abstain from voting on relevant resolutions because they are deemed to be interested under the relevant provisions of the Articles of Association are temporarily unable to act because of illness or disability shall not be counted), shall have the same effect for all purposes as if it had been passed at a Board meeting duly convened, held and constituted for the purposes. In relation to this article, a written resolution shall be deemed to be signed by a Director by giving notice of its confirmation to the Board in any manner. Such written resolution may be contained in one or more documents of similar form, each of which shall be signed or approved by one or more of the directors concerned.

Article 12 Alternate Directors

Subject to the provisions of the Companies Ordinance, the Listing Rules and the Articles of Association, a Director may at any time by notice in writing to the Company’s registered office, or at a board meeting appoint any person (including any other Directors) to be his alternate Director in his place or attend appointed meeting on his behalf during his absence from Hong Kong or temporarily unable to act through ill-health or disability, and may at any time terminate such appointment in the same manner. Such appointment, unless previously approved by the Board, shall have effect only upon and subject to being so approved.

The appointment of an alternate Director shall terminate on the happening of any event where, were he a Director, would cause him to vacate such office or if his appointor ceases to be a Director.

An alternate Director shall (except when absent from Hong Kong, for which purpose he shall be deemed absent from Hong Kong on any day if he has given to the Secretary notice of his intention to be absent from Hong Kong for any period including such day and has not revoked such notice), be entitled to receive notices of meeting of the Board and shall be

– VII-5 –

RULES OF PROCEDURE OF BOARD MEETINGS

APPENDIX VII

entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all the functions of his appointor as a Director, and for the purposes of the proceedings at such meeting the provisions of these Articles of Association shall apply as if he (instead of his appointor) were a Director. If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director, his voting rights shall be cumulative. If his appointor is for the time being absent from Hong Kong or temporarily unable to act through ill-health or disability, his signature to any resolution in writing of the Board shall be as effective as the signature of his appointor. To such extent as the Board may from time to time determine in relation to any committees of the Board, the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An alternate Director shall not, save as aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles of Association.

The alternate Director shall be entitled to enter into contracts to gain interests and profits from contracts or arrangements or transactions, and be reimbursed and indemnified as if he were a Director (subject to such adjustments as may be necessary), but he shall not be entitled to receive any remuneration from the Company in respect of the appointment of his alternate Director, except where the appointor may by notice in writing from time to time made to the Company, direct that any part of the appointor’s remuneration (if any) be paid to the appointee.

Article 13 Voting and Resolutions of the Board Meeting

The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit and may determine the quorum necessary for the transaction of business. Questions arising at any meeting of the Board shall be decided by a vote of a majority of all Directors who are present at the meeting. When the Board votes on a resolution, each Director has one vote and in case of an equality of votes, the Chairman shall have a second or casting vote, except when the Chairman shall abstain from voting or shall not be counted in the quorum of any Board meeting.

A Director shall not vote on any resolution of the Board approving any transaction, contract or arrangement or any other proposal in which he or any of his associate(s) is materially interested and shall not be counted in the quorum present at the meeting of the Board, and shall not act as proxy of, or exercise the voting right of, other Directors. and if he shall do so his vote shall not be counted, nor shall he be counted in the quorum present at the meeting of the Board. No less than three non-related (connected) Directors shall attend the meeting of the Board. The resolutions proposed at such meeting shall only be passed by the affirmative vote of a majority of all non-related (connected) Directors. Where less than three non-related (connected) Directors attend such board meeting, the Company will be entitled to submit the matter till the next meeting of the Board or the general meeting for consideration.

For matters concerning guarantees which are within the powers of the Board, in addition to being approved by a simple majority of all Directors, it shall also be approved by more than two-thirds of the Directors present at the Board meeting.

– VII-6 –

APPENDIX VII RULES OF PROCEDURE OF BOARD MEETINGS

Article 14 Minutes of Minutes

The Board minutes shall include:

(1) the date, venue, and the name of the convener of the meeting;
(2) the names of the Directors present and of whom appointed (alternate Director) by other Directors to attend the board meeting;
(3) agenda;
(4) main points spoke at the meeting;
(5) procedures of voting of all resolutions and their voting results (including number of votes cast in favour of, against or abstention).

Chapter IV Others

Article 15 Should there be any matter not covered herein, such matters shall be implemented in accordance with the applicable laws, regulations, regulatory documents, the Listing Rules and relevant provisions of the Articles of Association (hereinafter referred to as “ applicable provisions ”). In the event of any change in the applicable provisions following the entry into force of these rules resulting in a conflict between these rules and the applicable provisions, the Company shall amend these rules in a timely manner and ensure that the mandatory provisions of the applicable provisions are always complied with.

Article 16 These rules have been prepared by the Board and shall be submitted to the general meeting for approval, and shall take effect from the date of the public offering and listing of the CDRs (as defined in the Articles of Association) of the Company on the STAR Market.

Article 17 These rules shall be interpreted by the Board.

– VII-7 –

NOTICE OF GENERAL MEETING

==> picture [161 x 33] intentionally omitted <==

Lenovo Group Limited

(Incorporated in Hong Kong with limited liability)

(Stock Code: 992)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that the general meeting (the “ General Meeting ”) of Lenovo Group Limited (the “ Company ”) will be held at Salon Rooms, 5/F, Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Thursday, February 4, 2021 at 9:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions of the Company. Terms and expressions that are not expressly defined in this notice of general meeting shall have the same meaning as those defined in the circular (the “ Circular ”) to the shareholders of the Company (the “ Shareholders ”) dated January 18, 2021.

ORDINARY RESOLUTIONS

To consider and approve the Proposed Issuance and Admission of CDRs and the Specific Mandate:

“ THAT subject to obtaining the necessary Regulatory Approvals, the Board be and is hereby authorized and granted the Specific Mandate to allot, issue and deal with up to 1,337,967,290 Underlying Shares (subject to the adjustment events as described in the subsection headed “2.1 (ii) Number of Underlying Shares to be issued” under the Letter from the Board in the Circular) as may be issued under the Proposed Issuance and Admission of CDRs, as further described in the Circular (including but not limited to the particulars as set out in the section headed “Resolution on the Proposed Issuance and Admission of CDRs and the Specific Mandate” under the Letter from the Board in the Circular), provided that the Specific Mandate shall be in addition to and shall not prejudice or revoke the existing general mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on July 9, 2020.”

To consider and approve the authorization to the Board and its authorized person(s) to deal with matters relating to the Proposed Issuance and Admission of CDRs:

“ THAT subject to and conditional upon the passing of ordinary resolution numbered “1” above, and subject to relevant laws, regulations, regulatory documents and the Articles of Association, the Board and its authorized person(s) be and are hereby authorized to deal with matters relating to the Proposed Issuance and Admission of CDRs (including but not limited to the particulars as set out in the subsection headed “Resolution on Authorization to the Board and its Authorized Person(s) to Deal with Matters Relating to the Proposed Issuance and Admission of CDRs” under the Letter from the Board in the Circular).”

– GM-1 –

NOTICE OF GENERAL MEETING

To consider and approve the plan for distribution of profits accumulated and undistributed before the Proposed Issuance and Admission of CDRs:

“ THAT subject to and conditional upon the passing of ordinary resolution numbered “1” above, the completion of the Proposed Issuance and Admission of CDRs and the listing of CDRs on the STAR Market, the plan for distribution of profits accumulated and undistributed before the Proposed Issuance and Admission of CDRs (including but not limited to the particulars as set out in the subsection headed “Resolution on the Plan for Distribution of Profits Accumulated and Undistributed before the Proposed Issuance and Admission of CDRs” under the Letter from the Board in the Circular) be and is hereby approved and adopted.”

To consider and approve the price stabilisation plan of CDRs for three years after the Proposed Issuance and Admission of CDRs:

“ THAT subject to and conditional upon the passing of ordinary resolution numbered “1” above, the completion of the Proposed Issuance and Admission of CDRs and the listing of the CDRs on the STAR Market, the price stabilisation plan of CDRs for three years after the Proposed Issuance and Admission of CDRs in the form as set forth in Appendix I to the Circular be and is hereby approved and adopted.”

To consider and approve the dividend return plan for Shareholders for three years after the Proposed Issuance and Admission of CDRs:

“ THAT subject to and conditional upon the passing of ordinary resolution numbered “1” above, the completion of the Proposed Issuance and Admission of CDRs and the listing of the CDRs on the STAR Market, the dividend return plan for Shareholders for three years after the Proposed Issuance and Admission of CDRs in the form as set forth in Appendix II to the Circular be and is hereby approved and adopted.”

To consider and approve the use of proceeds from the Proposed Issuance and Admission of CDRs:

“ THAT subject to and conditional upon the passing of ordinary resolution numbered “1” above, the completion of the Proposed Issuance and Admission of CDRs and the listing of the CDRs on the STAR Market, the use of proceeds from the Proposed Issuance and Admission of CDRs (including but not limited to the particulars as set out in the subsection headed “Resolution on the Use of Proceeds from the Proposed Issuance and Admission of CDRs” under the Letter from the Board in the Circular) be and is hereby approved.”

– GM-2 –

NOTICE OF GENERAL MEETING

To consider and approve the risk alert regarding dilution of immediate return by the public offering of CDRs and relevant recovery measures:

“ THAT subject to and conditional upon the passing of ordinary resolution numbered “1” above, the completion of the Proposed Issuance and Admission of CDRs and the listing of the CDRs on the STAR Market, the risk alert regarding dilution of immediate return by the public offering of CDRs and relevant recovery measures in the form as set forth in Appendix III to the Circular be and is hereby approved and adopted.”

To consider and approve the binding measures on non-performance of relevant undertakings in connection with the Proposed Issuance and Admission of CDRs:

“ THAT subject to and conditional upon the passing of ordinary resolution numbered “1” above, the completion of the Proposed Issuance and Admission of CDRs and the listing of the CDRs on the STAR Market, the binding measures on non-performance of relevant undertakings in connection with the Proposed Issuance and Admission of CDRs in the form as set forth in Appendix IV to the Circular be and is hereby approved and adopted.

To consider and approve the adoption of rules of procedure of general meetings:

“ THAT subject to and conditional upon the passing of ordinary resolution numbered “1” above, the completion of the Proposed Issuance and Admission of CDRs and the listing of the CDRs on the STAR Market, the rules of procedure of general meetings in the form as set forth in Appendix VI to the Circular be and is hereby approved and adopted.”

To consider and approve the adoption of rules of procedure of board meetings:

“ THAT subject to and conditional upon the passing of ordinary resolution numbered “1” above, the completion of the Proposed Issuance and Admission of CDRs and the listing of the CDRs on the STAR Market, the rules of procedure of board meetings in the form as set forth in Appendix VII to the Circular be and is hereby approved and adopted.”

– GM-3 –

NOTICE OF GENERAL MEETING

SPECIAL RESOLUTION

To consider and approve the amendments to the Articles of Association:

(1) the amendments to the Articles of Association as set forth in Appendix V to the Circular be and are hereby approved;
(2) the amended and restated articles of association of the Company, which consolidates all of the proposed amendments referred to in sub-paragraph (1) above and all previous amendments made pursuant to resolutions passed by the shareholders of the Company at general meetings and initialed by the Chairman of the General Meeting for the purpose of identification be and is hereby approved and adopted as the new articles of association of the Company in substitution for and to the exclusion of the existing articles of association of the Company with effect from the date of listing of the CDRs on the STAR Market; and
(3) any director and/or the company secretary of the Company be and is hereby authorized to do all such acts, deeds, and things and execute all documents as he or she considers necessary or desirable to give effect and implement the above amendments to the Articles of Association.”

By Order of the Board

Yang Yuanqing

Chairman and Chief Executive Officer

Hong Kong, January 18, 2021

– GM-4 –

NOTICE OF GENERAL MEETING

Notes:

A shareholder entitled to attend and vote at the general meeting is entitled to appoint more than one proxy to represent respectively the number of shares held by such member, to attend, speak and vote instead of him/her. A proxy need not be a shareholder of the Company. Considering the current coronavirus situation, Shareholders may consider exercising their right to vote at the General Meeting by appointing the chairman of the General Meeting as their proxy to vote and returning the form of proxy instead of attending the General Meeting in person.
Where there are joint holders of any share, any one of such persons may vote at the general meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the general meeting personally or by proxy, that one of the said persons whose name stands first in the register of members of the Company shall alone be entitled to vote in respect of it.
To be valid, a proxy form together with the power of attorney or other authority, if any under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited at (form or document sent by any electronic means will not be accepted) the Company’s share registrar, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the general meeting or any adjourned meeting thereof. In calculating the aforesaid 48 hours period, no account will be taken of any part of a day that is public holiday. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the general meeting and in such event, the instrument appointing of proxy shall be deemed to be revoked.
For the purposes of determining shareholders’ eligibility to attend and vote at the general meeting, the register of members of the Company will not be closed. Details of the latest registration date and record date are set out below:

Latest time to lodge transfer documents for registration 4:30 p.m. on January 29, 2021 Record date January 29, 2021

To be eligible to attend and vote at the general meeting, all properly completed transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s share registrar, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than the aforementioned latest time.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow resolutions which relates purely to a procedural or administrative matter to be voted on by show of hands. The chairman of the general meeting will therefore put each of the resolutions to be proposed at the meeting to be voted by way of poll pursuant to the Company’s articles of association.
For the safety of the attendees at the General Meeting, seating at the General Meeting will be arranged so as to reduce interaction between participants. As a result, there will be limited capacity for Shareholders to attend the General Meeting. Shareholders attending the General Meeting may be denied entry into or required to leave the venue if any safety regulation or related precautionary measures cannot be complied with.
If typhoon signal no. 8 or above remains hoisted or a black rainstorm warning signal is in force at 9:00 a.m. on the date of the general meeting, the meeting will be postponed or adjourned. Shareholders are requested to visit the Company’s website (https://investor.lenovo.com) and The Stock Exchange of Hong Kong Limited’s website (https://www.hkexnews.hk) for details of alternative meeting arrangements.

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

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

– GM-5 –

AI assistant

Yunkang Group Limited — Proxy Solicitation & Information Statement 2021

50524_rns_2021-01-17_555798b8-a7d9-4cac-932c-592d9f082488.pdf

PROPOSED ISSUANCE AND ADMISSION OF CDRs AND RELATED MATTERS; PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND NOTICE OF GENERAL MEETING

DEFINITIONS

DEFINITIONS

PROPOSED ISSUANCE AND ADMISSION OF CDRs AND RELATED MATTERS; PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND NOTICE OF GENERAL MEETING

1. INTRODUCTION

2. MATTERS TO BE RESOLVED AT THE GENERAL MEETING

2.1 Resolution on the Proposed Issuance and Admission of CDRs and the Specific Mandate

(i) Type of securities

(ii) Number of Underlying Shares to be issued

(iii) Number of CDRs to be issued

(iv) Target subscribers

(v) CDRs offered by the Shareholders

(vi) Method of issuance

(vii) Price of CDRs and method of pricing

(viii) Use of Proceeds

(ix) Place of listing of CDRs

STAR Market

(x) Timing of issuance and listing of CDRs

(xi) Method of underwriting

(xii) Sponsor and lead underwriter

(xiii) Validity period of the resolutions

2.2 CDRs and Underlying Shares conversion restriction

2.3 Voting by CDR holders

2.4 Other Resolutions Related to the Proposed Issuance and Admission of CDRs

LETTER FROM THE BOARD

(ii) Resolution on the Plan for Distribution of Profits Accumulated and Undistributed before the Proposed Issuance and Admission of CDRs

(iv) Resolution on the Dividend Return Plan for Shareholders for Three Years after the Proposed Issuance and Admission of CDRs

(v) Resolution on the Use of Proceeds from the Proposed Issuance and Admission of CDRs

(vi) Resolution on the Risk Alert Regarding Dilution on Immediate Return by the Public Offering of CDRs and Relevant Recovery Measures

(vii) Resolution on the Binding Measures on Non-Performance of Relevant Undertakings in connection with the Proposed Issuance and Admission of CDRs

(viii) Resolution on Amendments to the Articles of Association

(ix) Resolution on the Adoption of Rules of Procedure of General Meetings

(x) Resolution on the Adoption of Rules of Procedure of Board Meetings

3. APPLICATION FOR LISTING

4. EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

5. FUND RAISING ACTIVITIES IN THE PAST 12 MONTHS

6. REASONS FOR THE PROPOSED ISSUANCE AND ADMISSION OF CDRs

7. SPECIFIC MANDATE TO ISSUE THE UNDERLYING SHARES

8. GRANT OF WAIVER FROM STRICT COMPLIANCE WITH CERTAIN PROVISIONS OF THE LISTING RULES

9. GENERAL MEETING AND PROXY ARRANGEMENT

LETTER FROM THE BOARD

10. RECOMMENDATION

I. Conditions for Initiating and Suspending the CDR Price Stabilisation Measures

(1) Conditions for Initiating the CDR Price Stabilisation Measures

(2) Conditions for Suspending the CDR Price Stabilisation Measures

II. Details of the CDR Price Stabilisation Measures

(1) Repurchase of CDRs by the Company

(2) Purchase of CDRs by the controlling shareholders

(3) Purchase of CDRs by directors (excluding the independent non-executive directors) and senior management of the Company

III. Related Restrictive Measures

DIVIDEND RETURN PLAN FOR SHAREHOLDERS FOR THREE YEARS AFTER THE PROPOSED ISSUANCE AND ADMISSION OF CDRs

I. Principle For Profit Distribution

II. Factors Considered by the Company in Relation to Formulation Of the Plan

DIVIDEND RETURN PLAN FOR SHAREHOLDERS FOR THREE YEARS AFTER THE PROPOSED ISSUANCE AND ADMISSION OF CDRs

III. Detailed Return Plan for the Shareholders for the Three Years After the PO by the Company

(1) Conditions Required for Paying Cash Dividend

(2) Proportion and Time Intervals of Cash Dividend Payment

(3) Conditions Required for Paying Stock Dividend

IV. Decision-Making Mechanism on Return Policy for Shareholders

V. Effective Mechanism of the Plan

RISK ALERT REGARDING DILUTION OF IMMEDIATE RETURN BY THE PUBLIC OFFERING OF CDRs AND RELEVANT RECOVERY MEASURES

I. Risk Alert on Dilution of Immediate Returns as a Result of the Issue and Listing of CDRs

II. Detailed Recovery Measures of Dilution of Immediate Returns

I. Strengthening the Management of the Proceeds

RISK ALERT REGARDING DILUTION OF IMMEDIATE RETURN BY THE PUBLIC OFFERING OF CDRs AND RELEVANT RECOVERY MEASURES

II. Consolidating and Expanding the Company’s Core Business, and Enhancing the Company’s Sustainable Profitability

III. Actively Implementing the Investment Projects Funded by the Proceeds, and Realising Expected Investment Returns as Soon as Possible

IV. Continuously Improving the Corporate Governance of the Company and Strengthening the Internal Control of the Company to Provide Systematic Guarantee for the Company’s Development

RISK ALERT REGARDING DILUTION OF IMMEDIATE RETURN BY THE PUBLIC OFFERING OF CDRs AND RELEVANT RECOVERY MEASURES

V. Further Improving the Cash Dividend Distribution Policy and Emphasising the Protection of the Returns, Rights and Interests of the Investors

APPENDIX V

APPENDIX V

APPENDIX V

APPENDIX V

APPENDIX V

RULES OF PROCEDURE OF GENERAL MEETING

Chapter I General Principles

Yunkang Group Limited Proxy Solicitation & Information Statement 2021