# PERMITTED INDEMNITY PROVISIONS

A permitted indemnity provision (as defined in section 469 of the Hong Kong Companies Ordinance) for the benefit of the directors of the Company is currently in force and was in force throughout this year.

# DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY

As at 31 December 2018, the interests and short positions of directors in the shares, underlying shares and debentures of the Company and their associates or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”)) which have been notified to the Company and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) pursuant to Divisions 7 and 8 of Part XV of the SFO, or which were recorded in the register required to be kept pursuant to Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) set out in Appendix 10 of the Listing Rules were as follows:

# Ordinary shares of HK\$0.10 each of the Company

獲准許之彌償條文

有關本公司董事利益的獲准許的彌償條文（定義見香港公司條例第469條）現正生效及於本年內一直生效。

董事於本公司股份、相關股份及債權證中之權益及淡倉

於二零一八年十二月三十一日，董事於本公司及彼等之聯繫人或其任何相聯法團（定義見證券及期貨條例（「證券及期貨條例」）第XV部）之股份、相關股份及債權證中，擁有已根據證券及期貨條例第XV部第7及8分部知會本公司及香港聯合交易所有限公司（「聯交所」）之權益及淡倉，或已記入根據證券及期貨條例第352條規定存置之登記冊內之權益及淡倉，或已根據上市規則附錄10所載上市發行人董事進行證券交易的標準守則（「標準守則」）規定另行知會本公司及聯交所之權益及淡倉如下：

本公司每股面值0.10港元之普通股

<table><tr><td rowspan="2">Name of director 
董事姓名</td><td rowspan="2">Capacity
身份</td><td colspan="2">Number of shares
股份數目</td><td colspan="2">Approximate percentage to 
the issued share capital 
of the Company
佔本公司已發行股本之
概約百分比</td></tr><tr><td>Long 
Positions
好倉</td><td>Short 
positions
淡倉</td><td>Long 
Positions
好倉</td><td>Short 
positions
淡倉</td></tr><tr><td>Mr. David An 
戴偉先生</td><td>Founder of a discretionary trust 
全權信託創始人</td><td>2,548,203,980
(Note 附註)</td><td>Nil無</td><td>68.27%</td><td>Nil無</td></tr><tr><td></td><td>Beneficial owner 
實益擁有人</td><td>218,390,000</td><td>Nil無</td><td>5.85%</td><td>Nil無</td></tr></table>

Note: Mr. David An (“Mr. An”) was taken to be interested in those shares by virtue of being a founder of a discretionary trust. Those shares are held directly as to 209,773,980 shares by Extreme Wise Investments Ltd (“Extreme Wise”) and 2,338,430,000 shares by Vand Petro-Chemicals (BVI) Company Ltd (“Vand Petro-Chemicals”). Both companies are wholly-owned by Julius Baer Family Office & Trust Ltd. (“Julius Baer”) which is a trustee of the discretionary trust. By virtue of SFO, Mr. An is deemed to be interested in the 2,548,203,980 shares.

附註：戴偉先生（「戴先生」）因是全權信託創始人而被認為於該等股份中擁有權益。該等股份中有209,773,980股由Extreme Wise Investments Ltd（「 Extreme Wise 」）及2,338,430,000股由Vand Petro-Chemicals (BVI) Company Ltd（「 Vand Petro-Chemicals」）直 接 持 有。兩 家 公 司 均 由Julius Baer Family Office & Trust Ltd.（「Julius Baer」）全資擁有，其為全權信託之受託人。根據證券及期貨條例，戴先生被視為於該2,548,203,980股股份中擁有權益。

Save as disclosed above, as at 31 December 2018, none of the directors of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions), or which were recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or which are required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

# DIRECTORS’ RIGHTS TO ACQUIRE SHARES OR DEBENTURES

Apart from as disclosed under the paragraph headed “Directors’ Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company” and “Share Option Scheme”, at no time during the year ended 31 December 2018 were rights to acquire benefits by means of the acquisition of shares in or debts securities (including debentures) of the Company granted to any Director or their respective spouses or children under the age of 18, or were any such rights exercised by them; or was the Company, or any of the Company’s subsidiary, or holding company or a subsidiary of the Company’s holding company a party to any arrangements to enable the Directors to acquire such rights in any other body corporate.

# DIRECTORS’ INTEREST IN SIGNIFICANT CONTRACTS

There were no contracts of significance to which the Company, or any of its subsidiaries was a party and in which a director of the Company had a material interest, whether directly and indirectly, subsisting at the end of the year or at any time during the year.

# MANAGEMENT CONTRACTS

As at 31 December 2018, the Company did not enter into or have any management and administration contracts in respect of the whole or any principal business of the Company.

# CONNECTED AND RELATED PARTY TRANSACTIONS

There were no transactions which were required to be disclosed as connected and related party transactions in accordance with the requirements of the Listing Rules.

# CONFIRMATION OF INDEPENDENCE OF INEDs

The Company had received from each of the INEDs the annual written confirmation of his/her independence pursuant to the rule 3.13 of the Listing Rules and the Company considers all INEDs are independent.

除上文所披露者外，於二零一八年十二月三十一日，概無本公司董事於本公司或其任何相聯法團（定義見證券及期貨條例第XV部）之股份、相關股份或債權證中，擁有根據證券及期貨條例第XV部第7及8分部須知會本公司及聯交所之任何權益或淡倉（包括彼等根據該等條文被當作或被視為擁有的權益或淡倉），或記錄於本公司根據證券及期貨條例第352條須存置的登記冊內之任何權益或淡倉，或根據標準守則須知會本公司及聯交所之任何權益或淡倉。

董事購入股份或債權證之權利

除「董事於本公司股份、相關股份及債權證中之權益及淡倉」及「購股權計劃」段落所披露外，任何董事或彼等各自之配偶 或18歲以下之子女概無於截至二零一八年十二月三十一日止年度之任何時間獲授權利，可透過購入本公司之股份或債務證券（包括債權證）而獲益，或行使任何該等權利；或本公司或其任何附屬公司或控股公司或本公司控股公司之附屬公司訂立任何安排，致使董事獲得任何其他法團之該等權利。

董事於重要合約中之權益

本公司或其任何附屬公司概無訂立於年終或年內任何時間存續而本公司董事直接或間接擁有重大權益之重要合約。

管理合約

於二零一八年十二月三十一日，本公司並無訂立或擁有有關本公司全部或任何主要業務的任何管理及行政合約。

關連及關聯方交易

概無交易須根據上市規則規定披露為關連及關聯方交易。

獨立非執行董事之獨立性確認

本公司已接獲各獨立非執行董事根據上市規則第3.13條發出之年度獨立性確認書及本公司認為全體獨立非執行董事均為獨立人士。