THE COMPANIES ACT (AS REVISED)OF THE CAYMAN ISLANDSCOMPANY LIMITED BY SHARESAMENDED AND RESTATEDMEMORANDUM AND ARTICLES OF ASSOCIATIONOFHONMA GOLF LIMITED
本間高爾夫有限公司(adopted by special resolution passed on September 15, 2023)–1–

THE COMPANIES ACT (AS REVISED)OF THE CAYMAN ISLANDSCOMPANY LIMITED BY SHARESAMENDED AND RESTATEDMEMORANDUM OF ASSOCIATIONOFHONMA GOLF LIMITED
本間高爾夫有限公司(adopted by special resolution passed on September 15, 2023)–2–

THE COMPANIES ACT (AS REVISED)OF THE CAYMAN ISLANDSCOMPANY LIMITED BY SHARESAMENDED AND RESTATEDMEMORANDUM OF ASSOCIATIONOFHONMA GOLF LIMITED
本間高爾夫有限公司(adopted by special resolution passed on September 15, 2023)
1

The name of the Company is Honma Golf Limited 本間高爾夫有限公司.

2

The Registered Office of the Company shall be at the offices of Maples Corporate
Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman
Islands or at such other place in the Cayman Islands as the Board may from time to time
decide.

3

The objects for which the Company is established are unrestricted and shall include, but
without limitation, the following:(a) to carry on business as an investment company and as an investment holding
company and to acquire and hold shares, stocks, debenture stock, bonds, mortgages,
obligations and securities of any kind issued or guaranteed by any company,
corporation or undertaking of whatever nature and wherever constituted or carrying
on business, and shares, stock, debenture stock, bonds, obligations and othersecurities issued or guaranteed by any government, sovereign ruler, commissioners,
trust, local authority or other public body, and to vary, transpose, dispose of orotherwise deal with from time to time as may be considered expedient any of theCompany ’ s investments for the time being;–3–

(b) to subscribe for, conditionally or unconditionally, to underwrite, issue oncommission or otherwise, take, hold, deal in and convert stocks, shares andsecurities of all kinds and to enter into partnership or into any arrangement forsharing profits, reciprocal concessions or cooperation with any person or company
and to promote and aid in promoting, to constitute, form or organise any company,
joint venture, syndicate or partnership of any kind, for the purpose of acquiring andundertaking any property and liabilities of the Company or of advancing, directly or
indirectly, the objects of the Company or for any other purpose which the Company
may think expedient;(c) to exercise and enforce all rights and powers conferred by or incidental to theownership of any shares, stock, obligations or other securities including without
prejudice to the generality of the foregoing all such powers of veto or control
as may be conferred by virtue of the holding by the Company of some special
proportion of the issued or nominal amount thereof, to provide managerial and otherexecutive, supervisory and consultant services for or in relation to any company inwhich the Company is interested upon such terms as may be thought fit;(d) to stand surety for or to guarantee, indemnify, support or secure the performance of
all or any of the obligations of any person, firm or company whether or not related
or affiliated to the Company in any manner and whether by personal covenant or bymortgage, charge or lien upon the whole or any part of the undertaking, property
and assets of the Company, both present and future, including its uncalled capitalor by any such method and whether or not the Company shall receive valuable
consideration therefor;(e) to carry on the business of promoters and entrepreneurs and to carry on business asfinanciers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents,
importers and exporters and to undertake and carry on and execute all kinds ofinvestment, financial, commercial, mercantile, trading and other operations;(f) to carry on whether as principals, agents or otherwise howsoever the business ofrealtors, developers, consultants, estate agents or managers, builders, contractors,
engineers, manufacturers, dealers in or vendors of all types of property including
the provision of any services;–4–

(g) to purchase or otherwise acquire, to sell, exchange, surrender, lease, mortgage,
charge, convert, turn to account, dispose of and deal with real and personal
property and rights of all kinds and, in particular, mortgages, debentures, produce,
concessions, options, contracts, patents, annuities, licences, stocks, shares, bonds,
policies, book debts, business concerns, undertakings, claims, privileges and choses
in action of all kinds; and(h) to engage in or carry on any other lawful trade, business or enterprise which may
at any time appear to the Directors capable of being conveniently carried on in
conjunction with any of the aforementioned businesses or activities or which may
appear to the Directors likely to be profitable to the Company.
In the interpretation of this Memorandum of Association in general and of this Clause
3 in particular no object, business or power specified or mentioned shall be limited
or restricted by reference to or inference from any other object, business or power, orthe name of the Company, or by the juxtaposition of two or more objects, businessesor powers and that, in the event of any ambiguity in this Clause or elsewhere in thisMemorandum of Association, the same shall be resolved by such interpretation andconstruction as will widen and enlarge and not restrict the objects, businesses andpowers of and exercisable by the Company.
4

Except as prohibited or limited by the Companies Act (As Revised), the Company
shall have full power and authority to carry out any object not prohibited by any law
as provided by Section 7(4) of the Companies Act (As Revised) and shall have andbe capable of from time to time and at all times exercising any and all of the powers
at any time or from time to time exercisable by a natural person or body corporate,irrespective of any question of corporate benefit, in doing in any part of the world
whether as principal, agent, contractor or otherwise whatever may be considered by itnecessary for the attainment of its objects and whatever else may be considered by it
as incidental or conducive thereto or consequential thereon, including, but without inany way restricting the generality of the foregoing, the power to make any alterations
or amendments to this Memorandum of Association and the Articles of Association of
the Company considered necessary or convenient in the manner set out in the Articles
of Association of the Company, and the power to do any of the following acts or things,
viz: to pay all expenses of and incidental to the promotion, formation and incorporationof the Company; to register the Company to do business in any other jurisdiction; tosell, lease or dispose of any property of the Company; to draw, make, accept, endorse,–5–

discount, execute and issue promissory notes, debentures, debenture stock, loans, loan
stock, loan notes, bonds, convertible bonds, bills of exchange, bills of lading, warrants
and other negotiable or transferable instruments; to lend money or other assets and toact as guarantors; to borrow or raise money on the security of the undertaking or on
all or any of the assets of the Company including uncalled capital or without security;
to invest monies of the Company in such manner as the Directors determine; topromote other companies; to sell the undertaking of the Company for cash or any otherconsideration; to distribute assets in specie to members of the Company; to contract
with persons for the provision of advice, the management and custody of the Company ’ sassets, the listing of the Company ’ s shares and its administration; to make charitable orbenevolent donations; to pay pensions or gratuities or provide other benefits in cash or
kind to Directors, officers, employees, past or present and their families; to purchase
Directors and officers liability insurance; to carry on any trade or business and generally
to do all acts and things which, in the opinion of the Company or the Directors, may be
conveniently or profitably or usefully acquired and dealt with, carried on, executed ordone by the Company in connection with the business aforesaid PROVIDED THAT the
Company shall only carry on the businesses for which a licence is required under thelaws of the Cayman Islands when so licensed under the terms of such laws.
5

The liability of each member is limited to the amount from time to time unpaid on suchmember ’ s shares.

6

The share capital of the Company is US$50,000 divided into 20,000,000,000 shares ofa nominal or par value of US$0.0000025 each with power for the Company insofar as
is permitted by law, to redeem or purchase any of its shares and to increase or reduce
the said capital subject to the provisions of the Companies Act (As Revised) and the
Articles of Association and to issue any part of its capital, whether original, redeemed
or increased with or without any preference, priority or special privilege or subject toany postponement of rights or to any conditions or restrictions and so that unless theconditions of issue shall otherwise expressly declare every issue of shares whether
declared to be preference or otherwise shall be subject to the powers hereinbefore
contained.

7

If the Company is registered as exempted, its operations will be carried on subject tothe provisions of Section 174 of the Companies Act (As Revised) and, subject to theprovisions of the Companies Act (As Revised) and the Articles of Association, it shallhave the power to register by way of continuation as a body corporate limited by shares
under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in
the Cayman Islands.
–6–THE COMPANIES ACT (AS REVISED)OF THE CAYMAN ISLANDSCOMPANY LIMITED BY SHARESAMENDED AND RESTATEDARTICLES OF ASSOCIATIONOFHONMA GOLF LIMITED
本間高爾夫有限公司(adopted by special resolution passed on September 15, 2023)–7–

TABLE OF CONTENTS
Heading
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Page Number

EXCLUSION OF TABLE A ..................................................................................
INTERPRETATION ...............................................................................................
SHARE CAPITAL AND MODIFICATION OF RIGHTS ........................................
REGISTER OF MEMBERS AND SHARE CERTIFICATES ...................................
LIEN ......................................................................................................................
CALLS ON SHARES .............................................................................................
TRANSFER OF SHARES .......................................................................................
TRANSMISSION OF SHARES ..............................................................................
FORFEITURE OF SHARES ...................................................................................
ALTERATION OF CAPITAL .................................................................................
BORROWING POWERS ........................................................................................
GENERAL MEETINGS..........................................................................................
PROCEEDINGS AT GENERAL MEETINGS .........................................................
VOTES OF MEMBERS ..........................................................................................
REGISTERED OFFICE ..........................................................................................
BOARD OF DIRECTORS ......................................................................................
MANAGING DIRECTORS ....................................................................................
MANAGEMENT ....................................................................................................
MANAGERS ..........................................................................................................
PROCEEDINGS OF DIRECTORS ..........................................................................
SECRETARY .........................................................................................................
GENERAL MANAGEMENT AND USE OF THE SEAL ........................................
CAPITALISATION OF RESERVES .......................................................................
DIVIDENDS AND RESERVES ..............................................................................
UNTRACEABLE MEMBERS ................................................................................
DOCUMENT DESTRUCTION ...............................................................................
ANNUAL RETURNS AND FILINGS .....................................................................
ACCOUNTS ...........................................................................................................
AUDIT ...................................................................................................................
NOTICES ...............................................................................................................
INFORMATION .....................................................................................................
WINDING UP ........................................................................................................
INDEMNITIES.......................................................................................................
FINANCIAL YEAR ...............................................................................................
AMENDMENT OF MEMORANDUM AND ARTICLES ........................................
TRANSFER BY WAY OF CONTINUATION .........................................................
MERGERS AND CONSOLIDATIONS ...................................................................

–8–

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83

THE COMPANIES ACT (AS REVISED)OF THE CAYMAN ISLANDSCOMPANY LIMITED BY SHARESAMENDED AND RESTATEDARTICLES OF ASSOCIATIONOFHONMA GOLF LIMITED
本間高爾夫有限公司(adopted by special resolution passed on September 15, 2023)

1

Exclusion of Table A
The regulations contained in Table A in the First Schedule to the Companies Act shallnot apply to the Company.

2

Interpretation

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

shall mean these Articles of Association and all supplementary,amended or substituted Articles for the time being in force.

“ associate ”

shall have the meaning given to it in the Listing Rules.

“ Auditors ”

shall mean the persons appointed by the Company from time totime to perform the duties of auditors of the Company.

“ black rainstorm
warning ”

shall have the meaning given to it in the Interpretation andGeneral Clauses Ordinance (Cap. 1 of the Laws of Hong Kong).

–9–

“ Board ”

shall mean the majority of the Directors present and voting at a
meeting of Directors at which a quorum is present.

“ business day ”

shall mean a day on which the Exchange generally is open
for the business of dealing in securities in Hong Kong.
Notwithstanding the foregoing, where the Exchange is closed
for business of dealing in securities in Hong Kong on a day
by reason of a gale warning, black rainstorm warning or othersimilar event, such day shall for the purpose of any notice sent
under these Articles be counted as a business day.

“ capital ”

shall mean the share capital from time to time of the Company.

“ Chairman ”

shall mean the Chairman presiding at any meeting of members
or of the Board.

“ close associate ”

shall have the meaning given to it in the Listing Rules, exceptthat for purposes of Article 16.22A where the transaction
or arrangement to be approved by the Board is a connectedtransaction referred to in the Listing Rules, it shall have thesame meaning as that ascribed to “ associate ” in the Listing
Rules.

“ Companies Act ”

shall mean the Companies Act (As Revised), Cap. 22 of the
Cayman Islands and any amendments thereto or re-enactments
thereof for the time being in force and includes every other law
incorporated therewith or substituted therefor.

“ Companies
Ordinance ”

shall mean the Companies Ordinance (Cap. 622 of the Laws ofHong Kong) as in force from time to time.

“ Company ”

shall mean Honma Golf Limited 本間高爾夫有限公司.

“ Company ’ s
Website ”

shall mean the website of the Company, the address or domainname of which has been notified to members.

“ Director ”

shall mean any director from time to time of the Company.

“ dividend ”

shall include bonus dividends and distributions permitted by theCompanies Act to be categorised as dividends.

“ electronic ”

shall have the meaning given to it in the Electronic TransactionsAct.
– 10 –

“ electronic
communication ”

a communication sent by electronic transmission in any form
through any medium, in each case, as may be selected by theCompany.

“ electronic meeting ”

a general meeting at which the Members and/or their proxies
attend solely by electronic means and participate by means ofelectronic facilities or electronic platforms.

“ electronic platform ” includes, without limitation, website addresses, webinars, andconference call systems.
“ Electronic
Signature ”

shall mean an electronic symbol or process attached to or
logically associated with an electronic communication andexecuted or adopted by a person with the intent to sign theelectronic communication.

“ Electronic
Transactions Act ”

shall mean the Electronic Transactions Act (As Revised)of the Cayman Islands and any amendment thereto or reenactments thereof for the time being in force and includes
every other law incorporated therewith or substituted therefor.

“ Exchange ”

shall mean The Stock Exchange of Hong Kong Limited.

“ gale warning ”

shall have the meaning given to it in the Interpretation andGeneral Clauses Ordinance (Cap. 1 of the Laws of Hong Kong).

“ holding company ”

shall have the meaning attributed to such term in the Companies
Ordinance.

“ hybrid meeting ”

a general meeting at which the Members and/or their proxies
attend by (i) physical attendance at the Principal Meeting Placeand where applicable, one or more Meeting Locations, and (ii)attendance by electronic means and participation by means ofelectronic facilities or electronic platforms.

“ Listing Rules ”

shall mean the Rules Governing the Listing of Securities on the
Exchange as amended from time to time.

“ Meeting Location ”

has the meaning given to it in Article 13.4(A).

– 11 –

“ members ”

shall mean the persons who are duly registered as the holders
from time to time of shares in the register including persons
who are jointly so registered.

“ Memorandum ”

shall mean the memorandum of association of the Company.

“ month ”

shall mean a calendar month.

“ ordinary resolution ” shall mean a resolution passed by a simple majority of thevotes of such members as, being entitled to do so, vote inperson or, where proxies are allowed, by proxy or, in the caseof corporations, by their duly authorised representatives, ata general meeting held in accordance with these Articles andincludes an ordinary resolution passed pursuant to Article 13.10.
“ physical meeting ”

a general meeting at which the Members and/or their proxies
attend by physical attendance at the Principal Meeting Place andwhere applicable, one or more Meeting Locations.

“ Principal

shall have the meaning given to it in Article 12.5.

Meeting Place ”“ principal register ”

shall mean the register of members of the Company maintainedat such place within or outside the Cayman Islands as the Board
shall determine from time to time.

“ published in theshall mean published as a paid advertisement in English innewspapers ”

at least one English language newspaper and in Chinese in atleast one Chinese language newspaper, being in each case a
newspaper published daily and circulating generally in Hong
Kong in accordance with the Listing Rules.

“ published on the
Exchange ’ sshall mean published in English and Chinese on the Exchange ’ s
website in accordance with the Listing Rules.

website ”“ recognised
clearing house ”

shall have the meaning ascribed thereto in Part 1 of Schedule 1of the Securities and Futures Ordinance (Cap. 571 of the Laws
of Hong Kong) and any amendments thereto or re-enactments
thereof for the time being in force and includes every other law
incorporated therewith or substituted therefor.
– 12 –

“ register ”

shall mean the principal register and any branch registers.

“ rights issue ”

shall mean an offer by way of rights to existing holders of
securities of the Company which enables those holders to
subscribe for securities in proportion to their existing holdings.

“ seal ”

shall include the common seal of the Company, the securities
seal or any duplicate seal adopted by the Company pursuant to
Article 22.2.

“ Secretary ”

shall mean the person appointed as company secretary by the
Board from time to time.

“ share ”

shall mean a share in the capital of the Company.

“ special resolution ”

shall have the same meaning as ascribed thereto in the
Companies Act and shall include a unanimous written resolutionof all members: for this purpose, the requisite majority shallbe not less than three-fourths of the votes of such members as,
being entitled to do so, vote in person or, where proxies areallowed, by proxy or, in the case of corporations, by their duly
authorised representatives, at a general meeting of which noticespecifying the intention to propose the resolution as a special
resolution has been duly given, and includes a special resolution
passed pursuant to Article 13.10.

“ Statutes ”

the Law and every other law of the Legislature of the Cayman
Islands for the time being in force applying to or affecting theCompany, its memorandum of association and/or these Articles.

“ subsidiary ”

shall have the meaning attributed to such term in the Companies
Ordinance, but interpreting the term “ subsidiary ” in accordancewith the definition of “ subsidiary ” under the Listing Rules.

“ transfer office ”

shall mean the place where the principal register is situate forthe time being.

– 13 –

2.3 Subject as aforesaid, any words defined in the Companies Act shall, if not inconsistent
with the subject and/or context, bear the same meanings in these Articles.
2.4 Words importing either gender shall include the other gender and the neuter; words
importing persons and the neuter shall include companies and corporations and viceversa; and words denoting the singular shall include the plural and words denoting theplural shall include the singular.
2.5 “ Writing ” or “ printing ” shall include writing, printing, lithograph, photograph, typewriting and other modes of representing or reproducing words or figures in a legible andnon-transitory form or, to the extent not prohibited by or inconsistent with the Statutes
and other applicable laws, rules and regulations, any visible substitute for writing(including an electronic communication), or modes of representing or reproducing
words partly in one visible form and partly in another visible form, and including where
the representation takes the form of electronic display, provided that both the mode ofservice of the relevant document or notice and the Member ’ s election comply with allapplicable Statutes, rules and regulations.
2.6 references to a document (including, but without limitation, a resolution in writing)
being signed or executed include references to it being signed or executed under hand or
under seal or by electronic signature or by any other method and references to a noticeor document include a notice or document recorded or stored in any digital, electronic,
electrical, magnetic or other retrievable form or medium and information in visible form
whether having physical substance or not;
2.7 references to persons attending meetings by electronic means shall mean attendanceat hybrid meetings or electronic meetings via the electronic facilities or electronic
platform(s) stated in the notice of such general meeting;
2.8 a reference to a meeting shall mean a meeting convened and held in any mannerpermitted by these Articles, and persons attending and participating by means ofelectronic facilities or electronic platforms shall be deemed to be present at thatmeeting for all purposes of the Statutes, the Listing Rules or these Articles, and attend,
participate, attending, participating, attendance and participation shall be construed
accordingly;– 14 –

2.9 references to a person ’ s participation in the business of a general meeting include
without limitation and as relevant the right (including, in the case of a corporation,
through a duly appointed representative) to speak or communicate, vote (by hand and/or on a poll, as the case may be), be represented by a proxy and have access in hard
copy or electronic form to all documents which are required by the Statutes, the Rulesof any Designated Stock Exchange or these Articles to be made available at the meeting,and participate and participating in the business of a general meeting shall be construed
accordingly;
2.10 nothing in these Articles precludes the holding and conducting of a general meeting insuch a way that persons who are not present together at the same place or places may byelectronic means attend and participate in it; and2.11 Sections 8 and 19(3) of the Electronic Transactions Act shall not apply.

3

Share Capital and Modification of Rights

3.1 The authorised share capital of the Company at the date of the adoption of these
Articles is US$50,000 divided into 20,000,000,000 shares of a nominal or par value of
US$0.0000025 each.
3.2 Subject to the provisions of these Articles and to any direction that may be given by
the Company in general meeting and without prejudice to any special rights conferredon the holders of any existing shares or attaching to any class of shares, any share may
be issued with or have attached thereto such preferred, deferred, qualified or otherspecial rights or restrictions, whether in regard to dividend, voting, return of capital orotherwise, and to such persons at such times and for such consideration as the Board
may determine. Subject to the Companies Act and to any special rights conferred onany members or attaching to any class of shares, any share may, with the sanction of a
special resolution, be issued on terms that it is, or at the option of the Company or theholder thereof is, liable to be redeemed. No shares shall be issued to bearer.

– 15 –

3.3 Subject to the Listing Rules, the Board may issue warrants to subscribe for any classof shares or other securities of the Company on such terms as it may from time to time
determine. No warrants shall be issued to bearer for so long as a recognised clearing
house (in its capacity as such) is a member of the Company. Where warrants are issued
to bearer, no new warrant shall be issued to replace one that has been lost unless theBoard is satisfied beyond reasonable doubt that the original has been destroyed and theCompany has received an indemnity in such form as the Board shall think fit with regard
to the issue of any such new warrant.
How classrights may
be modified
App 3
r.15

3.4 If at any time the share capital of the Company is divided into different classes of shares,
all or any of the rights attached to any class of shares for the time being issued (unlessotherwise provided for in the terms of issue of the shares of that class) may, subject tothe provisions of the Companies Act, be varied or abrogated with the consent in writingof the holders of not less than three-fourths in nominal value of the issued shares ofthat class or with the sanction of a special resolution passed at a separate meeting of
the holders of shares of that class. To every such separate meeting all the provisionsof these Articles relating to general meetings shall mutatis mutandis apply, but so thatthe quorum for the purposes of any such separate meeting and of any adjournment
thereof shall be a person or persons together holding (or representing by proxy or duly
authorised representative) at the date of the relevant meeting not less than one-third innominal value of the issued shares of that class.
3.5 The special rights conferred upon the holders of shares of any class shall not, unlessotherwise expressly provided in the rights attaching to or the terms of issue of suchshares, be deemed to be varied by the creation or issue of further shares ranking paripassu therewith.

Company may
purchase andfinance thepurchase ofown sharesand warrants

3.6 Subject to the Companies Act, or any other law or so far as not prohibited by any law
or the Listing Rules and subject to any rights conferred on the holders of any classof shares, the Company shall have the power to purchase or otherwise acquire any of
its own shares (which expression as used in this Article includes redeemable shares)
provided that the manner of purchase has first been authorised by a resolution of themembers, and to purchase or otherwise acquire warrants for the subscription or purchaseof its own shares, and shares and warrants for the subscription or purchase of any sharesin any company which is its holding company and may make payment therefor in any
manner authorised or not prohibited by law, including out of capital, or to give, directly
or indirectly, by means of a loan, a guarantee, a gift, an indemnity, the provision of
security or otherwise howsoever, financial assistance for the purpose of or in connection– 16 –

with a purchase or other acquisition made or to be made by any person of any shares orwarrants in the Company or any company which is a holding company of the Company
and should the Company purchase or otherwise acquire its own shares or warrants
neither the Company nor the Board shall be required to select the shares or warrants
to be purchased or otherwise acquired rateably or in any other manner as between theholders of shares or warrants of the same class or as between them and the holders ofshares or warrants of any other class or in accordance with the rights as to dividends
or capital conferred by any class of shares provided always that any such purchase orother acquisition or financial assistance shall only be made in accordance with any
relevant code, rules or regulations issued by the Exchange or the Securities and Futures
Commission of Hong Kong from time to time in force.
3.7 The Board may accept the surrender for no consideration of any fully paid share.
Power toincrease capital

3.8 The Company in general meeting may, from time to time, whether or not all the sharesfor the time being authorised shall have been issued and whether or not all the shares forthe time being issued shall have been fully paid up, by ordinary resolution, increase its
share capital by the creation of new shares, such new capital to be of such amount and to
be divided into shares of such respective amounts as the resolution shall prescribe.

Redemption

3.9 Subject to the provisions of the Companies Act and the Memorandum, and to any special
rights conferred on the holders of any shares or attaching to any class of shares, shares
may be issued on the terms that they may be, or at the option of the Company or theholders are, liable to be redeemed on such terms and in such manner, including out of
capital, as determined by a special resolution.
3.10 Where the Company purchases or redeems any of its shares, purchases or redemption
not made through the market or by tender shall be limited to a maximum price, and if
purchases are by tender, tenders shall be available to all members alike.

Purchase orredemption not
to give rise toother purchasesor redemptions

3.11 The purchase or redemption of any share shall not be deemed to give rise to the purchase

Certificates tobe surrendered
for cancellation

3.12 The holder of the shares being purchased, surrendered or redeemed shall be bound toor redemption of any other share.

deliver up to the Company at its principal place of business in Hong Kong or such otherplace as the Board shall specify the certificate(s) thereof, if any, for cancellation andthereupon the Company shall pay to him the purchase or redemption monies in respect
thereof.

– 17 –

Shares at thedisposal of theBoard

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

Company
may pay
commissions

3.14 The Company may, unless prohibited by law, at any time pay a commission to any
person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for
any shares in the Company or procuring or agreeing to procure subscriptions (whether
absolute or conditional) for any shares in the Company, but so that the conditions andrequirements of the Companies Act shall be observed and complied with, and in eachcase the commission shall not exceed 10% of the price at which the shares are issued.

Company not
to recognise
trusts in respectof shares

3.15 Except as otherwise expressly provided by these Articles or as required by law or as
ordered by a court of competent jurisdiction, no person shall be recognised by theCompany as holding any share upon any trust and the Company shall not be bound by or
be compelled in any way to recognise (even when having notice thereof) any equitable,
contingent, future or partial interest in any shares or any interest in any fractional part ofa share or any other rights in respect of any share except an absolute right to the entirety
thereof in the registered holder.

4
Share register

Register of Members and Share Certificates

4.1 The Board shall cause to be kept at such place within or outside the Cayman Islands as
it deems fit a principal register of the members and there shall be entered therein theparticulars of the members and the shares issued to each of them and other particulars
required under the Companies Act.
4.2 If the Board considers it necessary or appropriate, the Company may establish andmaintain a branch register or registers of members at such location or locations within or
outside the Cayman Islands as the Board thinks fit. The principal register and the branchregister(s) shall together be treated as the register for the purposes of these Articles.
4.3 The Board may, in its absolute discretion, at any time transfer any share on the principal
register to any branch register or any share on any branch register to the principal
register or any other branch register.

– 18 –

4.4 Notwithstanding anything contained in this Article 4, the Company shall as soon aspracticable and on a regular basis record in the principal register all transfers of shareseffected on any branch register and shall at all times maintain the principal registerin such manner as to show at all times the members for the time being and the shares
respectively held by them, in all respects in accordance with the Companies Act.
4.5 For so long as any shares are listed on the Exchange, title to such listed shares may
be evidenced and transferred in accordance with the Listing Rules that are or shall beapplicable to such listed shares. The register of members maintained by the Company inrespect of such listed shares (whether the principal register or a branch register) may be
kept by recording the particulars required by Section 40 of the Companies Act in a form
otherwise than legible (provided it is capable of being reproduced in a legible form) if
such recording otherwise complies with the Listing Rules that are or shall be applicableto such listed shares.
App 3
r.20

4.6 Except when a register is closed and, if applicable, subject to the additional provisionsof Article 4.8, the principal register and any branch register shall during business hours
be kept open to inspection by any member without charge.
4.7 The reference to business hours in Article 4.6 is subject to such reasonable restrictions
as the Company in general meeting may impose, but so that not less than two hours ineach business day is to be allowed for inspections.
4.8 The register may, on 10 business days ’ notice (or on 6 business days ’ notice in the caseof a rights issue) being given by advertisement published on the Exchange ’ s website, or,subject to the Listing Rules, by electronic communication in the manner in which notices
may be served by the Company by electronic communication as herein provided or byadvertisement published in the newspapers, be closed at such times and for such periods
as the Board may from time to time determine, either generally or in respect of any classof shares, provided that the register shall not be closed for more than 30 days in any year
(or such longer period as the members may by ordinary resolution determine provided
that such period shall not be extended beyond 60 days in any year). The Company shall,on demand, furnish any person seeking to inspect the register or part thereof which
is closed by virtue of these Articles with a certificate under the hand of the Secretarystating the period for which, and by whose authority, it is closed. In the event that there
is an alteration of book closure dates, the Company shall give at least 5 business days ’notice in accordance with the procedures set out in this Article.

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4.9 Any register held in Hong Kong shall during normal business hours (subject to suchreasonable restrictions as the Board may impose) be open to inspection by a member
without charge and any other person on payment of a fee of such amount not exceeding
the maximum amount as may from time to time be permitted under the Listing Rules as
the Board may determine for each inspection. Any member may require a copy of theregister, or any part thereof, on payment of HK$0.25, or such lesser sum as the Company
may prescribe, for every 100 words or fractional part thereof required to be copied. The
Company shall cause any copy so required by any person to be sent to that person withina period of 10 days commencing on the date next after the day on which the request is
received by the Company.
4.10 In lieu of, or apart from, closing the register pursuant to other provisions in these
Articles, subject to the Listing Rules, the Board may fix in advance a date as the record
date for any such determination of members entitled to receive notice of, or to vote at
any general meeting of the members or any adjournment thereof, or for the purpose ofdetermining the members entitled to receive payment of any dividend or distribution, or
in order to make a determination of members for any other purpose.
Sharecertificates

4.11 Every person whose name is entered as a member in the register shall be entitled toreceive, within any relevant time limit as prescribed in the Companies Act or as the
Exchange may from time to time determine, whichever is shorter, and subject to paymentof any fees which may be payable pursuant to Article 7.8, after allotment or lodgementof transfer, or within such other period as the conditions of issue shall provide, one
certificate for all his shares of each class or, if he shall so request, in a case where theallotment or transfer is of a number of shares in excess of the number for the time being
forming an Exchange board lot, such numbers of certificates for shares in Exchangeboard lots or multiples thereof as he shall request and one for the balance (if any) of theshares in question, provided that, in respect of a share or shares held jointly by several
persons, the Company shall not be bound to issue a certificate or certificates to eachsuch person, and the issue and delivery of a certificate or certificates to one of several
joint holders shall be sufficient delivery to all such holders. All certificates for sharesshall be delivered personally or sent through the post addressed to the member entitledthereto at his registered address as appearing in the register.

Sharecertificates tobe sealed

4.12 Every certificate for shares or debentures or representing any other form of security of
the Company shall be issued under the seal of the Company, which shall only be affixedwith the authority of the Board.

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Every certificate
to specify
number andclass of shares

4.13 Every share certificate shall specify the number and class of shares in respect of which it
is issued and the amount paid thereon or the fact that they are fully paid, as the case may
be, and may otherwise be in such form as the Board may from time to time prescribe.

Joint holders

4.14 The Company shall not be bound to register more than four persons as joint holdersof any share. If any share shall stand in the names of two or more persons, the person
first named in the register shall be deemed the sole holder thereof as regards service
of notices and, subject to the provisions of these Articles, all or any other mattersconnected with the Company, except the transfer of the share.

Replacementof sharecertificates4.15 If a share certificate is defaced, lost or destroyed, it may be replaced on payment of suchfee, if any, not exceeding such amount as may from time to time be permitted under the
Listing Rules (or such lesser sum as the Board may from time to time require) and onsuch terms and conditions, if any, as to publication of notices, evidence and indemnity,
as the Board thinks fit and where it is defaced or worn out, after delivery up of the oldcertificate to the Company for cancellation.

5
Company’s lienLien

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

Lien extends todividends andbonuses

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

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Sale of sharessubject to lien

5.3 The Company may sell in such manner as the Board thinks fit any share on which theCompany has a lien, but no sale shall be made unless some sum in respect of which thelien exists is presently payable or the liability or engagement in respect of which suchlien exists is liable to be presently fulfilled or discharged, nor until the expiration of
14 days after a notice in writing, stating and demanding payment of the sum presently
payable or specifying the liability or engagement and demanding fulfilment or discharge
thereof and giving notice of intention to sell in default, shall have been given to theregistered holder for the time being of the shares or the person, of which the Company
has notice, entitled to the shares by reason of such holder ’ s death, mental disorder orbankruptcy.

Applicationof proceedsof such sale

5.4 The net proceeds of such sale by the Company after the payment of the costs of such
sale shall be applied in or towards payment or satisfaction of the debt or liability or
engagement in respect whereof the lien exists, so far as the same is presently payable,
and any residue shall (subject to a like lien for debts or liabilities not presently payable
as existed upon the shares prior to the sale and upon surrender, if required by theCompany, for cancellation of the certificate for the shares sold) be paid to the holder
immediately before such sale of the shares. For giving effect to any such sale, the Board
may authorise any person to transfer the shares sold to the purchaser thereof and mayenter the purchaser ’ s name in the register as holder of the shares, and the purchaser shallnot be bound to see to the application of the purchase money, nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings in reference to thesale.

6Calls, how madeCalls on Shares

6.1 The Board may from time to time make such calls as it may think fit upon the members
in respect of any monies unpaid on the shares held by them respectively (whether on
account of the nominal amount of the shares or by way of premium or otherwise) andnot by the conditions of allotment thereof made payable at fixed times. A call may bemade payable either in one sum or by instalments. A call may be revoked or postponed
as the Board may determine.

Notice of call

6.2 At least 14 days ’ notice of any call shall be given to each member specifying the timeand place of payment and to whom such payment shall be made.

Copy of notice
to be sent

6.3 A copy of the notice referred to in Article 6.2 shall be sent in the manner in whichnotices may be sent to members by the Company as herein provided.

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Every member
liable to pay
call at appointed
time and place

6.4 Every member upon whom a call is made shall pay the amount of every call so made on
him to the person and at the time or times and place or places as the Board shall specify.
A person upon whom a call is made shall remain liable on such call notwithstanding thesubsequent transfer of the shares in respect of which the call was made.

Notice ofcall may be
published innewspapers or
given byelectronicmeans

6.5 In addition to the giving of notice in accordance with Article 6.3, notice of the person
appointed to receive payment of every call and of the times and places appointed for
payment may be given to the members affected by notice published on the Exchange ’ s
website, or, subject to the Listing Rules, by electronic communication in the manner inwhich notices may be served by the Company by electronic communication as herein
provided or by advertisement published in the newspapers.

When calldeemed to havebeen made6.6 A call shall be deemed to have been made at the time when the resolution of the Board

Liability ofjoint holders

6.7 The joint holders of a share shall be severally as well as jointly liable for the payment

authorising such call was passed.

of all calls and instalments due in respect of such share or other monies due in respect
thereof.
Board mayextend time
fixed for call

6.8 The Board may from time to time at its discretion extend the time fixed for any call,and may extend such time as to all or any of the members, whom by reason of residence
outside Hong Kong or other cause the Board considers it reasonable to grant an
extension to, but no member shall be entitled to any such extension as a matter of graceand favour.

Interest on calls

6.9 If the sum or any instalment payable in respect of any call is unpaid on or before the day
appointed for payment thereof, the person or persons from whom the sum is due shallpay interest on the same at such rate not exceeding 15% per annum as the Board shalldetermine from the day appointed for the payment thereof to the time of actual payment,
but the Board may waive payment of such interest wholly or in part.

Suspension ofprivileges whilecall in arrears

6.10 No member shall be entitled to receive any dividend or bonus or to be present and vote(save as proxy for another member) at any general meeting, either personally or byproxy, or be reckoned in a quorum, or to exercise any other privilege as a member until
all sums or instalments due from him to the Company in respect of any call, whether
alone or jointly with any other person, together with interest and expenses (if any) shallhave been paid.

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Evidence inaction for call

6.11 At the trial or hearing of any action or other proceedings for the recovery of any money
due for any call, it shall be sufficient to prove that the name of the member sued isentered in the register as the holder, or one of the holders, of the shares in respectof which such debt accrued; that the resolution making the call is duly recorded in
the minute book; and that notice of such call was duly given to the member sued, inpursuance of these Articles; and it shall not be necessary to prove the appointment of the
Directors who made such call, nor any other matters whatsoever, and the proof of thematters aforesaid shall be conclusive evidence of the debt.

Sums payable
on allotment orin futuredeemed a call6.12 Any sum which by the terms of allotment of a share is made payable upon allotment
or at any fixed date, whether on account of the nominal value of the share and/or by
way of premium or otherwise, shall for all purposes of these Articles be deemed to be acall duly made and payable on the date fixed for payment, and in case of non-payment,
all the relevant provisions of these Articles as to payment of interest and expenses,
liabilities of joint holders, forfeiture and the like, shall apply as if such sum had become
payable by virtue of a call duly made and notified.

Payment of callsin advance

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

7
Form of transfer

Transfer of Shares

7.1 Transfers of shares may be effected by an instrument of transfer in the usual common
form or in such other form as the Board may approve, which is consistent with thestandard form of transfer as prescribed by the Exchange and approved by the Board.
All instruments of transfer must be left at the registered office of the Company or atsuch other place as the Board may appoint and all such instruments of transfer shall be
retained by the Company.

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Execution

7.2 The instrument of transfer shall be executed by or on behalf of the transferor and by oron behalf of the transferee PROVIDED that the Board may dispense with the executionof the instrument of transfer by the transferee in any case which it thinks fit in its
discretion to do so. The instrument of transfer of any share shall be in writing and shallbe executed with a manual signature or facsimile signature (which may be machine
imprinted or otherwise) by or on behalf of the transferor and transferee PROVIDED
that in the case of execution by facsimile signature by or on behalf of a transferor
or transferee, the Board shall have previously been provided with a list of specimen
signatures of the authorised signatories of such transferor or transferee and the Board
shall be reasonably satisfied that such facsimile signature corresponds to one of thosespecimen signatures. The transferor shall be deemed to remain the holder of a share until
the name of the transferee is entered in the register in respect thereof.
7.3 Notwithstanding Articles 7.1 and 7.2, transfers of shares which are listed on the
Exchange may be effected by any method of transferring or dealing in securities
permitted by the Listing Rules and which has been approved by the Board for such
purpose.

Board mayrefuse toregistera transfer

7.4 The Board may, in its absolute discretion, and without assigning any reason, refuse toregister a transfer of any share which is not fully paid up or on which the Company has
a lien.

Notice ofrefusal

7.5 If the Board shall refuse to register a transfer of any share, it shall, within two months
after the date on which the transfer was lodged with the Company, send to each of thetransferor and the transferee notice of such refusal.

Requirements as
to transfer

7.6 The Board may also decline to register any transfer of any shares unless:(a) the instrument of transfer is lodged with the Company accompanied by thecertificate for the shares to which it relates (which shall upon registration of thetransfer be cancelled) and such other evidence as the Board may reasonably require
to show the right of the transferor to make the transfer;(b) the instrument of transfer is in respect of only one class of shares;(c) the instrument of transfer is properly stamped (in circumstances where stamping isrequired);(d) in the case of a transfer to joint holders, the number of joint holders to whom theshare is to be transferred does not exceed four;– 25 –

(e) the shares concerned are free of any lien in favour of the Company; and(f) a fee of such amount not exceeding the maximum amount as the Exchange mayfrom time to time determine to be payable (or such lesser sum as the Board mayfrom time to time require) is paid to the Company in respect thereof.
No transfer toan infant etc

7.7 No transfer shall be made to an infant or to a person in respect of whom an order has
been made by any competent court or official on the grounds that he is or may besuffering from mental disorder or is otherwise incapable of managing his affairs or underother legal disability.

Certificate tobe given up
on transfer

7.8 Upon every transfer of shares, the certificate held by the transferor shall be given up to
be cancelled and shall forthwith be cancelled accordingly and a new certificate shall be
issued, on payment by the transferee of such fee not exceeding the maximum amountas the Exchange may from time to time determine to be payable or such lesser sum
as the Board may from time to time require, to the transferee in respect of the sharestransferred to him and, if any of the shares included in the certificate so given up shallbe retained by the transferor, a new certificate in respect thereof shall be issued tohim, on payment by the transferor of such fee not exceeding the maximum amount as
the Exchange may from time to time determine to be payable or such lesser sum as theBoard may from time to time require. The Company shall also retain the instrument(s) oftransfer.

When transfer
books andregister may
close

7.9 The registration of transfers may, on 10 business days ’ notice (or on 6 business days ’notice in the case of a rights issue) being given by advertisement published on the
Exchange ’ s website, or, subject to the Listing Rules, by electronic communication in themanner in which notices may be served by the Company by electronic communication
as herein provided or by advertisement published in the newspapers, be suspended andthe register closed at such times for such periods as the Board may from time to time
determine, provided always that such registration shall not be suspended or the register
closed for more than 30 days in any year (or such longer period as the members may byordinary resolution determine provided that such period shall not be extended beyond
60 days in any year). In the event that there is an alteration of book closure dates, theCompany shall give at least 5 business days ’ notice before the announced closure, orthe new closure, whichever is earlier. If, however, there are exceptional circumstances(e.g. during a gale warning or black rainstorm warning) that render the giving ofsuch publication of advertisement impossible, the Company shall comply with theserequirements as soon as practicable.

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8
Death ofregisteredholder or of
joint holder ofsharesTransmission of Shares

8.1 In the case of the death of a member, the survivor or survivors where the deceased was a
joint holder, and the legal personal representatives of the deceased where he was a soleholder, shall be the only persons recognised by the Company as having any title to hisinterest in the shares; but nothing herein contained shall release the estate of a deceased
holder (whether sole or joint) from any liability in respect of any share solely or jointly
held by him.

Registration of
personal
representatives
and trustee
in bankruptcy

8.2 Any person becoming entitled to a share in consequence of the death or bankruptcy or
winding-up of a member may, upon such evidence as to his title being produced as mayfrom time to time be required by the Board and subject as hereinafter provided, either beregistered himself as holder of the share or elect to have some other person nominatedby him registered as the transferee thereof.

Notice ofelection to beregistered/
Registration of
nominee

8.3 If the person so becoming entitled shall elect to be registered himself, he shall deliveror send to the Company a notice in writing signed by him stating that he so elects. If
he shall elect to have his nominee registered he shall testify his election by executing
in favour of his nominee a transfer of such share. All the limitations, restrictions andprovisions of these Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer as aforesaid as if
the death or bankruptcy or winding-up of the member had not occurred and the notice ortransfer were a transfer executed by such member.

Retention ofdividends, etc.,
until transfer ortransmission ofshares ofa deceased or
bankrupt
member

8.4 A person becoming entitled to a share by reason of the death or bankruptcy or windingup of the holder shall be entitled to the same dividends and other advantages to which hewould be entitled if he were the registered holder of the share. However, the Board may,
if it thinks fit, withhold the payment of any dividend payable or other advantages inrespect of such share until such person shall become the registered holder of the share or
shall have effectually transferred such share, but, subject to the requirements of Article
14.3 being met, such a person may vote at meetings.

9
If call or
instalment not
paid notice may
be given

Forfeiture of Shares

9.1 If a member fails to pay any call or instalment of a call on the day appointed for
payment thereof, the Board may, at any time during such time as any part thereof
remains unpaid, without prejudice to the provisions of Article 6.10, serve a notice on
him requiring payment of so much of the call or instalment as is unpaid, together withany interest which may have accrued and which may still accrue up to the date of actual
payment.
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Form of notice

9.2 The notice shall name a further day (not earlier than the expiration of 14 days fromthe date of service of the notice) on or before which, and the place where, the payment
required by the notice is to be made, and shall state that in the event of non-payment
at or before the time and at the place appointed, the shares in respect of which the call
was made or instalment is unpaid will be liable to be forfeited. The Board may accept
a surrender of any share liable to be forfeited hereunder and in such case, references inthese Articles to forfeiture shall include surrender.

If notice notcomplied withshares may
be forfeited

9.3 If the requirements of any such notice as aforesaid are not complied with, any sharein respect of which the notice has been given may at any time thereafter, before thepayment required by the notice has been made, be forfeited by a resolution of the Board
to that effect. Such forfeiture shall include all dividends and bonuses declared in respectof the forfeited share, and not actually paid before the forfeiture.

Forfeited shares
to be deemed
property ofCompany

9.4 Any share so forfeited shall be deemed to be the property of the Company, and may be
re-allotted sold or otherwise disposed of on such terms and in such manner as the Board
thinks fit and at any time before a re-allotment, sale or disposition the forfeiture may becancelled by the Board on such terms as it thinks fit.

Arrears to
be paidnotwithstanding
forfeiture

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

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Evidence of
forfeiture

9.6 A statutory declaration in writing that the declarant is a Director or Secretary, and thata share in the Company has been duly forfeited on a date stated in the declaration, shallbe conclusive evidence of the facts therein stated as against all persons claiming to beentitled to the share. The Company may receive the consideration, if any, given for theshare on any re-allotment, sale or disposition thereof and the Board may authorise any
person to execute a letter of re-allotment or transfer the share in favour of the person towhom the share is re-allotted, sold or disposed of and he shall thereupon be registeredas the holder of the share, and shall not be bound to see to the application of thesubscription or purchase money, if any, nor shall his title to the share be affected by any
irregularity or invalidity in the proceedings in reference to the forfeiture, re-allotment,
sale or other disposal of the share.

Notice after
forfeiture

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

Power toredeem forfeited
shares

9.8 Notwithstanding any such forfeiture as aforesaid, the Board may at any time, before any
share so forfeited shall have been re-allotted, sold, or otherwise disposed of, permit theshare forfeited to be redeemed upon the terms of payment of all calls and interest due
upon and expenses incurred in respect of the share, and upon such further terms (if any)
as it thinks fit.

Forfeiture notto prejudiceCompany’s
right to call or
instalment
Forfeiture fornon-payment of
any sum dueon shares

9.9 The forfeiture of a share shall not prejudice the right of the Company to any call alreadymade or instalment payable thereon.
9.10 The provisions of these Articles as to forfeiture shall apply in the case of non-paymentof any sum which, by the terms of issue of a share, becomes payable at a fixed time,
whether on account of the nominal value of the share or by way of premium, as if thesame had been payable by virtue of a call duly made and notified.

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10 Alteration of Capital
10.1 The Company may from time to time by ordinary resolution:
Consolidationand division ofcapital andsub-division andcancellation ofshares(a) consolidate and divide all or any of its share capital into shares of larger amountthan its existing shares. On any consolidation of fully paid shares and division intoshares of larger amount, the Board may settle any difficulty which may arise as it
thinks expedient and in particular (but without prejudice to the generality of theforegoing) may as between the holders of shares to be consolidated determine which
particular shares are to be consolidated into each consolidated share, and if it shallhappen that any person shall become entitled to fractions of a consolidated share or
shares, such fractions may be sold by some person appointed by the Board for that
purpose and the person so appointed may transfer the shares so sold to the purchaser
thereof and the validity of such transfer shall not be questioned, and so that thenet proceeds of such sale (after deduction of the expenses of such sale) may either
be distributed among the persons who would otherwise be entitled to a fraction or
fractions of a consolidated share or shares rateably in accordance with their rights
and interests or may be paid to the Company for the Company ’ s benefit;(b) cancel any shares which at the date of the passing of the resolution have not beentaken or agreed to be taken by any person, and diminish the amount of its sharecapital by the amount of the shares so cancelled subject to the provisions of theCompanies Act; and(c) sub-divide its shares or any of them into shares of smaller amount than is fixedby the Memorandum of Association of the Company, subject nevertheless to theprovisions of the Companies Act, and so that the resolution whereby any share is
sub-divided may determine that, as between the holders of the shares resulting fromsuch sub-division, one or more of the shares may have any such preferred or otherspecial rights, over, or may have such deferred rights or be subject to any such
restrictions as compared with the others as the Company has power to attach tounissued or new shares.

Reduction ofcapital10.2 The Company may by special resolution reduce its share capital or any capital
redemption reserve in any manner authorised and subject to any conditions prescribed by
the Companies Act.

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11 Borrowing Powers
Power to borrow

11.1 The Board may from time to time at its discretion exercise all the powers of theCompany to raise or borrow or to secure the payment of any sum or sums of money forthe purposes of the Company and to mortgage or charge its undertaking, property andassets (present and future) and uncalled capital or any part thereof.

Conditions on
which money
may beborrowed

11.2 The Board may raise or secure the payment or repayment of such sum or sums insuch manner and upon such terms and conditions in all respects as it thinks fit and, inparticular, by the issue of debentures, debenture stock, bonds or other securities of theCompany, whether outright or as collateral security for any debts, liability or obligationsof the Company or of any third party.

Assignment

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

Specialprivileges

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

Register ofcharges tobe kept

11.5 The Board shall cause a proper register to be kept, in accordance with the provisionsof the Companies Act, of all mortgages and charges specifically affecting the propertyof the Company and shall duly comply with the requirements of the Companies Act inregard to the registration of mortgages and charges therein specified and otherwise.

Register ofdebentures ordebenture stock

11.6 If the Company issues debentures or debenture stock (whether as part of a series oras individual instruments) not transferable by delivery, the Board shall cause a proper
register to be kept of the holders of such debentures.

Mortgage of
uncalled capital

11.7 Where any uncalled capital of the Company is charged, all persons taking any
subsequent charge thereon shall take the same subject to such prior charge, and shallnot be entitled, by notice to the members or otherwise, to obtain priority over such priorcharge.

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12 General Meetings
When annual
general meeting
to be heldApp 3
r. 14(1)12.1 The Company shall hold a general meeting as its annual general meeting in each financial
year, within six months after the end of its financial year (unless a longer period would
not infringe the Listing Rules, if any). The annual general meeting shall be specified assuch in the notices calling it.

Extraordinary
general meeting

12.2 Each general meeting, other than an annual general meeting, shall be called an
extraordinary general meeting. All general meetings (including an annual general
meeting, any adjourned meeting or postponed meeting) may be held (a) as a physicalmeeting in any part of the world, and at one or more locations as provided in Article
13.4A, or (b) as a hybrid meeting, or (c) as an electronic meeting, as may be determinedby the Board.

Convening ofextraordinary
general meeting
App 3
r.14(5)12.3 The Board may, whenever it thinks fit, convene an extraordinary general meeting.
General meetings shall also be convened on the written requisition of any one ormore members holding together, as at the date of deposit of the requisition, shares
representing not less than one-tenth of the voting rights, on a one vote per share basis, of
the Company which carry the right of voting at general meetings of the Company. The
written requisition shall be deposited at the principal office of the Company in Hong
Kong or, in the event the Company ceases to have such a principal office, the registeredoffice of the Company, specifying the objects of the meeting and the resolutions tobe added to the meeting agenda, and signed by the requisitionist(s). If the Board does
not within 21 days from the date of deposit of the requisition proceed duly to convene
the meeting to be held within a further 21 days, the requisitionist(s) themselves or
any of them representing more than one-half of the total voting rights of all of them,
may convene the general meeting in the same manner, as nearly as possible, as that inwhich meetings may be convened by the Board provided that any meeting so convened
shall not be held after the expiration of three months from the date of deposit of therequisition, and all reasonable expenses incurred by the requisitionist(s) as a result of
the failure of the Board shall be reimbursed to them by the Company.

Notice ofmeetings
App 3
r.14(2)12.4 An annual general meeting shall be called by not less than 21 days ’ notice in writing
and any extraordinary general meeting shall be called by not less than 14 days ’ notice inwriting. Subject to the requirement under the Listing Rules, the notice shall be exclusiveof the day on which it is served or deemed to be served and of the day for which it isgiven.

– 32 –

12.5 The notice shall specify:(a) the time and date of the meeting;(b) in the case of a physical meeting or a hybrid meeting, the place of the meeting andwhere there is more than one meeting location as determined by the Board pursuant
to Article 13.4A, the principal place of the meeting (the “ Principal Meeting
Place ” );(c) if the general meeting is to be a hybrid meeting, the notice shall include a statement
to that effect and with details of the facilities for attendance and participation byelectronic means at the meeting or where such details will be made available by theCompany prior to the meeting;(d) if the meeting is to be an electronic meeting, the notice shall include a statement
to that effect and with details of the electronic platform for the meeting (whichelectronic platform may vary from time to time and from meeting to meeting as
the Board, in its sole discretion, may see fit) or where such details will be madeavailable by the Company prior to the meeting; and(e) particulars of resolutions to be considered at the meeting and, in case of special
business, the general nature of the business.
12.6 The Directors shall have the power to provide in every notice calling a general meetingthe circumstances in which a postponement of the relevant general meeting may occur
automatically without further notice including, without limitation, where a gale warning,
black rainstorm warning or other similar event is in force on the day of the general
meeting.
12.7 The notice convening an annual general meeting shall specify the meeting as such, andthe notice convening a meeting to pass a special resolution shall specify the intention to
propose the resolution as a special resolution. Notice of every general meeting shall begiven to the Auditors and to all members other than such as, under the provisions hereofor the terms of issue of the shares they hold, are not entitled to receive such notice fromthe Company.

– 33 –

12.8 Notwithstanding that a meeting of the Company is called by shorter notice than thatreferred to in Article 12.4, it shall be deemed to have been duly called if it is so agreed:(a) in the case of a meeting called as an annual general meeting, by all the members
entitled to attend and vote thereat or their proxies; and(b) in the case of any other meeting, by a majority in number of the members having aright to attend and vote at the meeting, being a majority together holding not lessthan 95% in nominal value of the shares giving that right.
12.9 There shall appear with reasonable prominence in every notice of general meetings of
the Company a statement that a member entitled to attend and vote is entitled to appointa proxy to attend and vote instead of him and that a proxy need not be a member.
Omission to
give notice12.10 The accidental omission to give any such notice to, or the non-receipt of any such notice
by, any person entitled to receive notice shall not invalidate any resolution passed or any
proceeding at any such meeting.

Omission tosend instrumentof proxy12.11 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.

13 Proceedings at General Meetings
Quorum13.1 For all purposes the quorum for a general meeting shall be two members present(including attendance by electronic communication) in person (or in the case of acorporation, by its duly authorised representative) or by proxy provided always that
if the Company has only one member of record the quorum shall be that one member
present in person or by proxy. No business (except the appointment of a Chairman) shallbe transacted at any general meeting unless the requisite quorum shall be present at thecommencement of the business.

When if quorum
not present
meeting to bedissolved andwhen to be
adjourned

13.2 If within 15 minutes from the time appointed for the meeting a quorum is not present,
the meeting, if convened upon the requisition of members, shall be dissolved, but in any
other case it shall stand adjourned to the same day in the next week and at such time andplace as shall be decided by the Board, and if at such adjourned meeting a quorum is notpresent within 15 minutes from the time appointed for holding the meeting, the member
or members present (including attendance by electronic communication) in person (or in
the case of a corporation, by its duly authorised representative) or by proxy shall be aquorum and may transact the business for which the meeting was called.
– 34 –

Chairman ofgeneral meeting

13.3 The chairman of the board of Directors shall take the chair at every general meeting,or, if there be no such chairman or, if at any general meeting such chairman shall not
be present within 15 minutes after the time appointed for holding such meeting or isunwilling to act, the Directors present shall choose another Director as Chairman, and
if no Director be present, or if all the Directors present decline to take the chair, or if
the Chairman chosen shall retire from the chair, then the members present (including
attendance by electronic communication) (whether in person or represented by proxy or
duly authorised representative) shall choose one of their own number to be Chairman.

Power toadjourn general
meeting/business ofadjourned
meeting

13.4 Subject to Article 13.4C, the chairman may, with the consent of any meeting at which
a quorum is present (and shall if so directed by the meeting), adjourn the meeting fromtime to time (or indefinitely) and from place to place(s), and change the form of themeeting (physical meeting, hybrid meeting or electronic meeting) as the meeting shalldetermine, but no business shall be transacted at any adjourned meeting other than thebusiness which might lawfully have been transacted at the meeting had the adjournment
not taken place. When a meeting is adjourned for fourteen (14) days or more, at least
seven (7) clear days ’ notice of the adjourned meeting shall be given specifying thedetails set out in Article 12.5 but it shall not be necessary to specify in such notice thenature of the business to be transacted at the adjourned meeting and the general natureof the business to be transacted. Save as aforesaid, it shall be unnecessary to give noticeof an adjournment.
13.4A The Board may, at its absolute discretion, arrange for persons entitled to attend a
general meeting to do so by simultaneous attendance and participation by means ofelectronic facility or facilities at such location or locations ( “ Meeting Location(s) ” )determined by the Board at its absolute discretion. Any member or (in the caseof a Member being a corporation) its duly authorised representative or any proxyattending and participating in such way or any member participating in a hybrid
meeting by electronic means is deemed to be present at and shall be counted in thequorum of the Principal Meeting Place. The following provisions shall apply tosuch arrangement and to a hybrid meeting:(a) the Meeting shall be treated as having commenced if it has commenced at the
Principal Meeting Place;– 35 –

(b) members present in person or (in the case of a member being a corporation)by its duly authorised representative or by proxy at the Meeting Location(s)and/or members participating in a hybrid meeting by electronic means shall becounted in the quorum for and entitled to vote at the meeting in question, andthat meeting shall be duly constituted and its proceedings valid provided thatthe chairman of the meeting is satisfied that adequate facilities are available
throughout the meeting to ensure that members attending at all Meeting
Locations and members participating in a hybrid meeting by electronic means
are able to participate in the business for which meeting has been convened;(c) where members attend a meeting by being present at one of the Meeting
Locations and/or where members participating in a hybrid meeting by electronicmeans, a failure (for any reason) of communication equipment, or any otherfailure in the arrangements for enabling those in a Meeting Location otherthan the Principal Meeting Place to participate in the business for which themeeting has been convened or, in the case of a hybrid meeting, the inability of
one or more members or proxies to access, or continue to access, the electronic
facilities despite adequate electronic facilities having been made available
by the Company, shall not affect the validity of the meeting, or any businessconducted there or any action taken pursuant to such business provided that
there is a quorum present throughout the meeting; and(d) if any of the Meeting Locations is outside Hong Kong and in the case of a
hybrid meeting, the provisions of these Articles concerning the service andgiving of notice for the meeting, and the time for lodging proxies, shall apply
by reference to the Principal Meeting Place.
13.4B The Board and, at any general meeting, the chairman of the meeting may from time
to time make arrangements for managing attendance at the Principal Meeting Place,
any Meeting Location(s) and/or participation in a hybrid meeting by electronicmeans (whether involving the issue of tickets or some other means of identification,passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute
discretion consider appropriate, and may from time to time change any sucharrangements, provided that a member who, pursuant to such arrangements, is notentitled to attend, in person or (in the case of a member being a corporation) by
its duly authorised representative, or by proxy, at any Meeting Location shall beentitled so to attend at one of the other Meeting Locations; and the entitlement– 36 –

of any member so to attend the meeting or adjourned meeting at such Meeting
Location or Meeting Locations shall be subject to any such arrangement as may be
for the time being in force and by the notice of meeting or adjourned meeting stated
to apply to the meeting.
13.4C If it appears to the chairman of the general meeting that:(a) the electronic facilities at the Principal Meeting Place or at such other Meeting
Location(s) at which the meeting may be attended have become inadequate
for the purposes referred to in Article 13.4A(a) or are otherwise not sufficient
to allow the meeting to be conducted substantially in accordance with theprovisions set out in the notice of the meeting; or(b) in the case of a hybrid meeting, electronic facilities being made available by
the Company have become inadequate; or(c) it is not possible to ascertain the view of those present or to give all persons
entitled to do so a reasonable opportunity to communicate and/or vote at themeeting; or(d) there is violence or the threat of violence, unruly behaviour or other disruption
occurring at the meeting or it is not possible to secure the proper and orderly
conduct of the meeting;then, without prejudice to any other power which the chairman of the meeting may
have under these Articles or at common law, the chairman may, at his/her absolute
discretion, without the consent of the meeting, and before or after the meeting has
started and irrespective of whether a quorum is present, interrupt or adjourn themeeting (including adjournment) for indefinite period. All business conducted at themeeting up to the time of such adjournment shall be valid.
13.4D The Board and, at any general meeting, the chairman of the meeting may make any
arrangement and impose any requirement or restriction the Board or the chairmanof the meeting, as the case may be, considers appropriate to ensure the security
and orderly conduct of a meeting including, without limitation, requirements forevidence of identity to be produced by those attending the meeting, the searchingof their personal property and the restriction of items that may be taken into themeeting place and determining the number and frequency of and the time allowedfor questions that may be raised at a meeting. Members shall also comply with all
requirements or restrictions imposed by the owner of the premises at which the– 37 –

meeting is held. Any decision made under this Article shall be final and a person
who refuses to comply with any such arrangements, requirements or restrictions
may be refused entry to the meeting or ejected (physically or electronically) fromthe meeting.
13.4E If, after the sending of Notice of a general meeting but before the meeting is held,or after the adjournment of a meeting but before the adjourned meeting is held
(whether or not notice of the adjourned meeting is required), the Directors, in theirabsolute discretion, consider that it is inappropriate, impracticable, unreasonable
or undesirable for any reason to hold the general meeting on the date or at the timeand place and/or by means of the electronic facilities specified in the notice callingthe meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facility or facilities and/or change the formof the meeting from a physical meeting to a hybrid meeting (or vice versa) without
approval from the members. This Article shall be subject to the following:(a) when a meeting is so postponed, the Company shall endeavour to post a
notice of such postponement on the Company ’ s website as soon as practicable(provided that failure to post such a notice shall not affect the automatic
postponement of such meeting);(b) when a meeting is postponed in accordance with this Article, the Board shall
fix the date, time and place, including any electronic facility (if applicable),for the postponed meeting and seven clear days ’ notice at the least of the
postponed meeting shall be given by one of the means specified in Article 30.1
and shall specify the date, time and place and electronic facility (if applicable)of the postponed meeting, and the date and time by which proxies shall be
submitted in order to be valid at such postponed meeting (provided that any
proxy submitted for the original meeting shall continue to be valid for the
postponed meeting unless revoked or replaced by a new proxy); and(c) notice of the business to be transacted at the postponed meeting shall not be
required, nor shall any accompanying documents be required to be recirculated,
provided that the business to be transacted at the postponed meeting is thesame as that set out in the original notice of general meeting circulated to themembers.

– 38 –

13.4F All persons seeking to attend and participate in a hybrid meeting or an electronic
meeting shall be responsible for maintaining adequate facilities to enable them todo so. Subject to Articles 13.4C and 13.4I, any inability of a person or persons toattend or participate in a general meeting by way of electronic facility or facilities
shall not invalidate the proceedings of that meeting.
13.4G Without prejudice to other provisions in Article 13.4, a physical meeting may also
be held by means of such telephone, electronic or other communication facilities
as permit all persons participating in the meeting to communicate with each othersimultaneously and instantaneously, and participation in such a meeting shallconstitute presence in person at such meeting.
13.4H Without prejudice to Articles 13.4A to 13.4G, and subject to the Companies Act
and the Listing Rules, the Board may resolve to enable persons entitled to attend anelectronic meeting to do so by simultaneous attendance by electronic means with nomember necessarily in physical attendance at the electronic meeting. Each memberor (in the case of a member being a corporation) its duly authorised representative
or its proxy shall be counted in the quorum for, and entitled to vote at, theelectronic meeting in question, and that general meeting shall be duly constituted
and its proceedings valid if the chairman of the electronic meeting is satisfied that
adequate facilities are available throughout the electronic meeting to ensure thatmembers attending the electronic meeting who are not present together at the sameplace may, by electronic means, attend and speak or communicate and vote at it.
13.4I If it appears to the chairman of the electronic meeting that:(a) the electronic platform, facilities or security at the electronic meeting havebecome inadequate; or(b) it is not possible to ascertain the view of those present or to give all persons
entitled to do so a reasonable opportunity to communicate and/or vote at themeeting; or(c) there is no quorum; or(d) there is violence or the threat of violence, unruly behaviour or other disruption
occurring at the meeting or it is not possible to secure the proper and orderly
conduct of the meeting;– 39 –

then the chairman may, without the consent of the meeting, interrupt or adjourn themeeting. All business conducted at the meeting up to the time of such adjournment
shall be valid.
13.4J If, after the sending of notice of an electronic meeting but before the electronic
meeting is held, or after the adjournment of an electronic meeting but before
the adjourned electronic meeting is held (whether or not notice of the adjourned
electronic meeting is required), the Directors, in their absolute discretion, consider
that it is inappropriate, impracticable, unreasonable or unsafe for any reason to holdthe electronic meeting on the date or at the time and/or by means of the electronic
platform specified in the notice calling the meeting, they may change or postpone
the meeting to another date, time and/or electronic platform, and the provisions ofArticle 13.4E shall apply mutatis mutandis to any such electronic meeting.
13.4K The board and, at any electronic meeting, the chairman may make any arrangement
and impose any requirement as restriction as is necessary to ensure the identificationof those taking part and the security of the electronic platform and all electronic
communications associated therewith, and the provisions of Articles 13.4D and
13.4F (as appropriate) shall apply mutatis mutandis to any such electronic meeting.
Must voteby poll

13.5 At any general meeting a resolution put to the vote of the meeting shall be decided on apoll 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 bevoted on by a show of hands.

Poll

13.6 A poll shall (subject as provided in Article 13.7) be taken in such manner (including theuse 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 taken
as the Chairman directs. No notice need 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 taken.

In what casepoll taken
without
adjournment

13.7 Any poll on the election of a Chairman of a meeting or any question of adjournment
shall be taken at the meeting and without adjournment.

– 40 –

13.8 Where a resolution is voted on by a show of hands as permitted under the Listing Rules,
a declaration by the Chairman that a resolution has been carried, or carried unanimously,
or by a particular majority, or lost, and an entry to that effect in the minute book of
the Company shall be conclusive evidence of that fact without proof of the number or
proportion of the votes recorded in favour of or against such resolution.
Chairman tohave castingvote

13.9 In the case of an equality of votes, whether on a poll or on a show of hands, theChairman of the meeting at which the poll or show of hands is taken shall be entitled toa second or casting vote.

Writtenresolutions

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

14 Votes of Members
Votes ofmembers
App 3
r.14(3)14.1 Subject to Article 14.2, and subject to any special rights, privileges or restrictions
as to voting for the time being attached to any class or classes of shares, at any
general meeting, every member present in person (or, in the case of a member being a
corporation, by its duly authorised representative) or by proxy shall (a) have the right tospeak, (b), on a show of hands, have one vote, and (c) on a poll, have one vote for eachshare registered in such member ’ s name in the register. On a poll a member entitled tomore than one vote is under no obligation to cast all his votes in the same way. For the
avoidance of doubt, where more than one proxy is appointed by a recognised clearing
house (or its nominee(s)), each such proxy shall have one vote on a show of hands andis under no obligation to cast all his votes in the same way on a poll. Votes may be castby such means, electronic or otherwise, as the Directors or the chairman of the meeting
may determine.

Counting of
votes
App 3
r.14(4)14.2 Where any member is, under the Listing Rules, required to abstain from voting on
any particular resolution or restricted to voting only for or only against any particularresolution, any votes cast by or on behalf of such member in contravention of suchrequirement or restriction shall not be counted.

– 41 –

Votes in respectof deceased
and bankrupt
members

14.3 Any person entitled under Article 8.2 to be registered as a member may vote at any
general meeting in respect thereof in the same manner as if he were the registeredholder of such shares, provided that at least 48 hours before the time of the holding of
the meeting or adjourned meeting (as the case may be) at which he proposed to vote, heshall satisfy the Board of his right to be registered as the holder of such shares or the
Board shall have previously admitted his right to vote at such meeting in respect thereof.

Votes ofjoint holders

14.4 Where there are joint registered holders of any share, any one of such persons may voteat any meeting, either personally or by proxy, in respect of such share as if he weresolely entitled thereto; but if more than one of such joint holders be present at any
meeting personally or by proxy, that one of the said persons so present being the mostor, as the case may be, the more senior shall alone be entitled to vote in respect of therelevant joint holding and, for this purpose, seniority shall be determined by reference
to the order in which the names of the joint holders stand on the register in respect of
the relevant joint holding. Several executors or administrators of a deceased member
in whose name any share stands shall for the purposes of this Article be deemed joint
holders thereof.

Votes ofmember ofunsound mind

14.5 A member in respect of whom an order has been made by any competent court orofficial on the grounds that he is or may be suffering from mental disorder or isotherwise incapable of managing his affairs may vote by any person authorised in suchcircumstances to do so, and such person may vote by proxy.

Qualificationfor voting

14.6 Save as expressly provided in these Articles or as otherwise determined by the Board,no person other than a member duly registered and who shall have paid all sums forthe time being due from him payable to the Company in respect of his shares shall beentitled to be present or to vote (save as proxy for another member), or to be reckoned
in a quorum, either personally or by proxy at any general meeting.

Objections tovoting14.7 No objection shall be raised as to the qualification of any person exercising or
purporting to exercise any vote or to the admissibility of any vote except at the meetingor adjourned meeting at which the person exercising or purporting to exercise his voteor the vote objected to is given or tendered, and every vote not disallowed at suchmeeting shall be valid for all purposes. In the case of any dispute as to the admission or
rejection of any vote, the Chairman of the meeting shall determine the same and suchdetermination shall be final and conclusive.

– 42 –

14.8 All resolutions put to the members at electronic meetings shall be voted on by a poll,
which poll votes may be cast by such electronic means as the Board may, in its sole
discretion, deem appropriate for the purposes of the electronic meetings.
Proxies
App 3
r. 18

14.9 Any member entitled to attend and vote at a meeting of the Company shall be entitledto appoint another person (who must be an individual) as his proxy to attend and voteinstead of him and a proxy so appointed shall have the same right as the member tospeak at the meeting. Votes may be given either personally or by proxy. A proxy neednot be a member. A member may appoint any number of proxies to attend in his stead at
any one general meeting (or at any one class meeting).

Instrument
appointing
proxy to be
in writing
App 3
r.18

14.10 The instrument appointing a proxy shall be in writing under the hand of the appointor orof his attorney authorised in writing, or if the appointor is a corporation, either under its
seal or under the hand of an officer, attorney or other person duly authorised to sign thesame.

Delivery ofauthority forappointment of
proxy

14.11 The Company may, at its absolute discretion, provide an electronic address for thereceipt of any document or information relating to proxies for a general meeting(including any instrument of proxy or invitation to appoint a proxy, any document
necessary to show the validity of, or otherwise relating to, an appointment of proxyand notice of termination of the authority of a proxy). If such an electronic address
is provided, the Company shall be deemed to have agreed that any such document
or information (relating to proxies as aforesaid) may be sent by electronic means
to that address, subject as hereafter provided and subject to any other limitations orconditions specified by the Company when providing the address. Without limitation,
the Company may from time to time determine that any such electronic address may be
used generally for such matters or specifically for particular meetings or purposes and, if
so, the Company may provide different electronic addresses for different purposes. The
Company may also impose any conditions on the transmission of and its receipt of suchelectronic communications including, for the avoidance of doubt, imposing any security
or encryption arrangements as may be specified by the Company. If any document or
information required to be sent to the Company under this Article is sent to the Company
by electronic means, such document or information is not treated as validly delivered
to or deposited with the Company if the same is not received by the Company at its
designated electronic address in accordance with this Article or if no electronic address
is so designated by the Company for the receipt of such document or information. The
instrument appointing a proxy and (if required by the Board) the power of attorney orother authority, (if any) under which it is signed, or a notarially certified copy of such
– 43 –

power or authority, shall be delivered at the registered office of the Company (or at suchother place as may be specified in the notice convening the meeting or in any notice of
any adjournment or, in either case, in any document sent therewith), or if the Company
has provided an electronic address in accordance with the preceding paragraph, shallbe received at the electronic address specified, not less than 48 hours before the time
appointed for holding the meeting or adjourned meeting at which the person named in
the instrument proposes to vote, or, in the case of a poll taken subsequently to the dateof a meeting or adjourned meeting, not less than 48 hours before the time appointed forthe taking of the poll, and in default the instrument of proxy shall not be treated as valid
provided always that the Chairman of the meeting may at his discretion direct that an
instrument of proxy shall be deemed to have been duly deposited upon receipt of telex
or cable or facsimile confirmation from the appointor that the instrument of proxy duly
signed is in the course of transmission to the Company. No instrument appointing a
proxy shall be valid after the expiration of 12 months from the date named in it as thedate of its execution. Delivery of any instrument appointing a proxy shall not preclude
a member from attending and voting in person at the meeting or poll concerned and, insuch event, the instrument appointing a proxy shall be deemed to be revoked.
Form of proxy14.12 Every instrument of proxy, whether for a specified meeting or otherwise, shall be incommon form or such other form that complies with the Listing Rules as the Board
may from time to time approve, provided that it shall enable a member, according
to his intention, to instruct his proxy to vote in favour of or against (or in default of
instructions or in the event of conflicting instructions, to exercise his discretion in
respect of) each resolution to be proposed at the meeting to which the form of proxyrelates.

Authority under
instrument
appointing
proxy

14.13 The instrument appointing a proxy to vote at a general meeting shall: (a) be deemed
to confer authority to vote on any amendment of a resolution put to the meeting forwhich it is given as the proxy thinks fit; and (b) unless the contrary is stated therein, bevalid as well for any adjournment of the meeting as for the meeting to which it relates,
provided that the meeting was originally held within 12 months from such date. The
Board or at any meeting, the chairman of the meeting, may decide, either generally orin any particular case, to treat a proxy appointment as valid notwithstanding that theappointment or any of the information required under this Article has not been receivedin accordance with the requirements of this Article. Subject to aforesaid, if the proxyappointment and any of the information required under this Article is not received in themanner set out in this Article, the appointee shall not be entitled to vote in respect of theshares in question.
– 44 –

When voteby proxy or
representative
valid thoughauthority
revoked14.14 A vote given in accordance with the terms of an instrument of proxy or resolution of amember shall be valid notwithstanding the previous death or insanity of the principal
or revocation of the proxy or power of attorney or other authority under which theproxy or resolution of a member was executed or revocation of the relevant resolution
or the transfer of the share in respect of which the proxy was given, provided that no
intimation in writing of such death, insanity, revocation or transfer as aforesaid shallhave been received by the Company at its registered office, or at such other place as isreferred to in Article 14.10, at least two hours before the commencement of the meetingor adjourned meeting at which the proxy is used.

Corporations
or clearing
houses acting byrepresentatives
at meetings
App. 3r.18

14.15 Any corporation which is a member may, by resolution of its directors or othergoverning body or by power of attorney, authorise such person as it thinks fit to act as
its representative to attend and vote at any meeting of the Company or of members of
any class of shares and the person so authorised shall be entitled to exercise the same
powers on behalf of the corporation which he represents as that corporation could
exercise if it were an individual member and where a corporation is so represented, it
shall be treated as being present at any meeting in person.

App 3
r. 19

14.16 If a recognised clearing house (or its nominee(s)) is a member it may authorise such
person or persons as it thinks fit to act as its representative(s) at any general meeting of
the Company or at any general meeting of any class of members or any creditors meetingprovided that, if more than one person is so authorised, the authorisation shall specify
the number and class of shares in respect of which each such person is so authorised.
The person so authorised will be deemed to have been duly authorised without the needof producing any documents of title, notarised authorisation and/or further evidence tosubstantiate that it is so authorised. A person so authorised pursuant to this provision
shall be entitled to exercise the same rights and powers on behalf of the recognised
clearing house (or its nominee(s)) which he represents as that recognised clearing house(or its nominee(s)) could exercise as if such person were an individual member holding
the number and class of shares specified in such authorisation, including, the right tospeak and vote, and where a show of hands is allowed, the right to vote individually ona show of hands, notwithstanding any contrary provision contained in these Articles.

– 45 –

15 Registered Office
RegisteredofficeThe registered office of the Company shall be at such place in the Cayman Islands as theBoard shall from time to time appoint.

16 Board of Directors
Constitution

16.1 The number of Directors shall not be less than two.

Board mayfill vacancies
or appoint
additional
Directors
App 3
r.4(2)

16.2 The Board shall have power from time to time and at any time to appoint any person as

Power ofgeneral meeting
to increaseor reduce thenumber of
Directors

16.3 The Company may from time to time in general meeting by ordinary resolution increasea Director either to fill a casual vacancy or as an addition to the Board. Any Director so
appointed shall hold office only until the first annual general meeting of the Company
after his appointment and shall then be eligible for re-election at that meeting.

or reduce the number of Directors but so that the number of Directors shall not beless than two. Subject to the provisions of these Articles and the Companies Act, theCompany may by ordinary resolution elect any person to be a Director either to fill acasual vacancy or as an addition to the existing Directors.

Notice to begiven when
person proposed
for election

16.4 No person shall, unless recommended by the Board, be eligible for election to the officeof Director at any general meeting unless during the period, which shall be at least
seven days, commencing no earlier than the day after the despatch of the notice of themeeting appointed for such election and ending no later than seven days prior to the dateof such meeting, there has been given to the Secretary notice in writing by a memberof the Company (not being the person to be proposed), entitled to attend and vote at
the meeting for which such notice is given, of his intention to propose such person forelection and also notice in writing signed by the person to be proposed of his willingness
to be elected.

Register of
Directors andnotificationof changes toRegistrar

16.5 The Company shall keep at its registered office a register of directors and officers
containing their names and addresses and any other particulars required by theCompanies Act and shall send to the Registrar of Companies of the Cayman Islands a
copy of such register and shall from time to time notify to the Registrar of Companies of
the Cayman Islands any change that takes place in relation to such Directors as requiredby the Companies Act.

– 46 –Power to
remove Director
by ordinary
resolution
App 3
r.4(3)

16.6 The Company may by ordinary resolution at any time remove any Director (including
a Managing Director or other executive Director) before the expiration of his termof office notwithstanding anything in these Articles or in any agreement between the
Company and such Director and may by ordinary resolution elect another person in his
stead. Any person so elected shall hold office during such time only as the Director inwhose place he is elected would have held the same if he had not been removed. Nothing
in this Article should be taken as depriving a Director removed under any provision ofthis Article of compensation or damages payable to him in respect of the terminationof his appointment as Director or of any other appointment or office as a result of thetermination of his appointment as Director or as derogatory from any power to remove a
Director which may exist apart from the provision of this Article.

Alternate
Directors

16.7 A Director may at any time by notice in writing delivered to the registered office of
the Company, the principal office of the Company in Hong Kong or at a meeting of
the Board, appoint any person (including another Director) to be his alternate Director
in his place during his absence and may in like manner at any time determine suchappointment. Such appointment, unless previously approved by the Board, shall haveeffect only upon and subject to being so approved, provided that the Board may notwithhold approval of any such appointment where the proposed appointee is a Director.
16.8 The appointment of an alternate Director shall determine on the happening of any event
which, were he a Director, would cause him to vacate such office or if his appointor
ceases to be a Director.
16.9 An alternate Director shall (except when absent from Hong Kong), be entitled to receive
and waive (in lieu of his appointor) notices of meetings of the Directors and shall beentitled to attend and vote as a Director and be counted in the quorum at any suchmeeting at which the Director appointing him is not personally present and generally
at such meeting to perform all the functions of his appointor as a Director and for the
purposes of the proceedings at such meeting the provisions of these Articles shall apply
as if he (instead of his appointor) were a Director. If he shall be himself a Director orshall attend any such meeting as an alternate for more than one Director his voting rights
shall be cumulative and he need not use all his votes or cast all the votes he uses in thesame way. If his appointor is for the time being absent from Hong Kong or otherwise
not available or unable to act (as to which a certificate by the alternate shall in theabsence of actual notice to the contrary to other Directors be conclusive), his signature
to any resolution in writing of the Directors shall be as effective as the signature of
his appointor. To such extent as the Board may from time to time determine in relation– 47 –

to any committee of the Board, the provisions of this Article shall also apply mutatis
mutandis to any meeting of any such committee of which his appointor is a member. An
alternate Director shall not, save as aforesaid, have power to act as a Director nor shall
he be deemed to be a Director for the purposes of these Articles.
16.10 An alternate Director shall be entitled to contract and be interested in and benefit
from contracts or arrangements or transactions and to be repaid expenses and to beindemnified to the same extent mutatis mutandis as if he were a Director, but he shallnot be entitled to receive from the Company in respect of his appointment as alternate
Director any remuneration except only such part (if any) of the remuneration otherwise
payable to his appointor as such appointor may by notice in writing to the Company
from time to time direct.
16.11 In addition to the provisions of Articles 16.7 to 16.10, a Director may be represented at
any meeting of the Board (or of any committee of the Board) by a proxy appointed byhim, in which event the presence or vote of the proxy shall for all purposes be deemed
to be that of the Director. A proxy need not himself be a Director and the provisionsof Articles 14.8 to 14.13 shall apply mutatis mutandis to the appointment of proxies byDirectors save that an instrument appointing a proxy shall not become invalid after the
expiration of twelve months from its date of execution but shall remain valid for such
period as the instrument shall provide or, if no such provision is made in the instrument,
until revoked in writing and save also that a Director may appoint any number of proxies
although only one such proxy may attend in his stead at meetings of the Board (or of
any committee of the Board).
Qualification of
Directors

16.12 A Director need not hold any qualification shares. No Director shall be required tovacate office or be ineligible for re-election or re-appointment as a Director and no
person shall be ineligible for appointment as a Director by reason only of his having
attained any particular age.

Directors’
remuneration

16.13 The Directors shall be entitled to receive by way of remuneration for their services such
sum as shall from time to time be determined by the Company in general meeting or by
the Board, as the case may be, such sum (unless otherwise directed by the resolution bywhich it is determined) to be divided amongst the Directors in such proportions and insuch manner as they may agree, or failing agreement, equally, except that in such event
any Director holding office for less than the whole of the relevant period in respect of– 48 –

which the remuneration is paid shall only rank in such division in proportion to the time
during such period for which he has held office. Such remuneration shall be in addition
to any other remuneration to which a Director who holds any salaried employment oroffice in the Company may be entitled by reason of such employment or office.
16.14 Payment to any Director or past Director of any sum by way of compensation for loss ofoffice or as consideration for or in connection with his retirement from office (not being
a payment to which the Director is contractually entitled) must first be approved by theCompany in general meeting.
Directors’
expenses

16.15 The Directors shall be entitled to be paid all expenses, including travel expenses,
reasonably incurred by them in or in connection with the performance of their duties as
Directors including their expenses of travelling to and from Board meetings, committee
meetings or general meetings or otherwise incurred whilst engaged on the business of
the Company or in the discharge of their duties as Directors.

Specialremuneration

16.16 The Board may grant special remuneration to any Director, who shall perform any
special or extra services at the request of the Company. Such special remuneration
may be made payable to such Director in addition to or in substitution for his ordinary
remuneration as a Director, and may be made payable by way of salary, commission or
participation in profits or otherwise as may be agreed.

Remunerationof Managing
Directors, etc.

16.17 The remuneration of an Executive Director (as appointed according to Article 17.1)
or a Director appointed to any other office in the management of the Company shallfrom time to time be fixed by the Board and may be by way of salary, commission,or participation in profits or otherwise or by all or any of those modes and with suchother benefits (including share option and/or pension and/or gratuity and/or otherbenefits on retirement) and allowances as the Board may from time to time decide. Such
remuneration shall be in addition to such remuneration as the recipient may be entitled
to receive as a Director.

When office of
Director to bevacated16.18 The office of a Director shall be vacated:(a) if he resigns his office by notice in writing to the Company at its registered officeor its principal office in Hong Kong;(b) if an order is made by any competent court or official on the grounds that he is or
may be suffering from mental disorder or is otherwise incapable of managing his
affairs and the Board resolves that his office be vacated;– 49 –

(c) if, without leave, he is absent from meetings of the Board (unless an alternate
Director appointed by him attends in his place) for a continuous period of 12months, and the Board resolves that his office be vacated;(d) if he becomes bankrupt or has a receiving order made against him or suspends
payment or compounds with his creditors generally;(e) if he ceases to be or is prohibited from being a Director by law or by virtue of any
provisions in these Articles;(f) if he shall be removed from office by notice in writing served upon him signed by
not less than three-fourths in number (or, if that is not a round number, the nearest
lower round number) of the Directors (including himself) then in office; or(g) if he shall be removed from office by an ordinary resolution under Article 16.6.
Retirement byrotation

At every annual general meeting of the Company one-third of the Directors for the time
being (or, if their number is not three or a multiple of three, then the number nearest
to, but not less than, one-third) shall retire from office by rotation provided that every
Director (including those appointed for a specific term) shall be subject to retirement byrotation at least once every three years. Any Director required to stand for re-election
pursuant to Article 16.2 shall not be taken into account in determining the number of
Directors or which Directors are to retire by rotation. A retiring Director shall retain
office until the close of the meeting at which he retires and shall be eligible for reelection thereat. The Company at any annual general meeting at which any Directors
retire may fill the vacated office by electing a like number of persons to be Directors.

Directors may
contract with
Company

16.19 No Director or proposed Director shall be disqualified by his office from contractingwith the Company either as vendor, purchaser or otherwise nor shall any such contract
or any contract or arrangement entered into by or on behalf of the Company with any
person, company or partnership of or in which any Director shall be a member orotherwise interested be capable on that account of being avoided, nor shall any Director
so contracting or being any member or so interested be liable to account to the Company
for any profit so realised by any such contract or arrangement by reason only of such
Director holding that office or the fiduciary relationship thereby established, provided
that such Director shall, if his interest in such contract or arrangement is material,
declare the nature of his interest at the earliest meeting of the Board at which it ispracticable for him to do so, either specifically or by way of a general notice stating that,by reason of the facts specified in the notice, he is to be regarded as interested in any
contracts of a specified description which may subsequently be made by the Company.
– 50 –

16.20 Any Director may continue to be or become a director, managing director, joint
managing director, deputy managing director, executive director, manager or otherofficer or member of any other company in which the Company may be interested and(unless otherwise agreed between the Company and the Director) no such Director shallbe liable to account to the Company or the members for any remuneration or otherbenefits received by him as a director, managing director, joint managing director,
deputy managing director, executive director, manager or other officer or member ofany such other company. The Directors may exercise the voting powers conferred by
the shares in any other company held or owned by the Company, or exercisable bythem as directors of such other company in such manner in all respects as they thinkfit (including the exercise thereof in favour of any resolution appointing themselves or
any of them directors, managing directors, joint managing directors, deputy managing
directors, executive directors, managers or other officers of such company) and any
Director may vote in favour of the exercise of such voting rights in manner aforesaid
notwithstanding that he may be, or is about to be, appointed a director, managing
director, joint managing director, deputy managing director, executive director, manager
or other officer of such a company, and that as such he is or may become interested in
the exercise of such voting rights in the manner aforesaid.
16.21 A Director may hold any other office or place of profit with the Company (except thatof Auditor) in conjunction with his office of Director for such period and upon suchterms as the Board may determine, and may be paid such extra remuneration therefor(whether by way of salary, commission, participation in profit or otherwise) as the Board
may determine, and such extra remuneration shall be in addition to any remuneration
provided for by or pursuant to any other Article.
Director
may not votewhere he has amaterial interest

16.22 A Director shall not be entitled to vote on (nor shall be counted in the quorum in relationto) any resolution of the Board to approve or authorise any contract or arrangement or
any other proposal whatsoever in which he or any of his close associates (or, if requiredby the Listing Rules, his other associates) has any material interest, and if he shall do so
his vote shall not be counted (nor is he to be counted in the quorum for the resolution),but this prohibition shall not apply to any of the following matters, namely:

Director may
vote in respectof certain
matters(a) the giving of any security or indemnity either:(i)to the Director or any of his close associates in respect of money lent or
obligations incurred or undertaken by him or any of them at the request of or
for the benefit of the Company or any of its subsidiaries; or– 51 –

(ii) to a third party in respect of a debt or obligation of the Company or any of its
subsidiaries for which the Director or any of his close associates has himself/themselves assumed responsibility in whole or in part and whether alone or
jointly under a guarantee or indemnity or by the giving of security;(b) any proposal concerning an offer of shares or debentures or other securities of orby the Company or any other company which the Company may promote or beinterested in for subscription or purchase where the Director or any of his close
associates is/are or is/are to be interested as a participant in the underwriting or
sub-underwriting of the offer;(c) any proposal or arrangement concerning the benefit of employees of the Company
or any of its subsidiaries including:(i)the adoption, modification or operation of any employees ’ share scheme or any
share incentive scheme or share option scheme under which the Director or anyof his close associates may benefit; or(ii) the adoption, modification or operation of a pension or provident fund or
retirement, death or disability benefits scheme which relates both to Directors,
their close associates and employees of the Company or any of its subsidiaries
and does not provide in respect of any Director or any of his close associates assuch any privilege or advantage not generally accorded to the class of persons
to which such scheme or fund relates; and(d) any contract or arrangement in which the Director or any of his close associates is/
are interested in the same manner as other holders of shares or debentures or othersecurities of the Company by virtue only of his/their interest in shares or debenturesor other securities of the Company.
Director
may vote on
proposals notconcerning own
appointment

16.23 Where proposals are under consideration concerning the appointment (including fixing orvarying the terms of or terminating the appointment) of two or more Directors to offices
or employments with the Company or any company in which the Company is interested,such proposals shall be divided and considered in relation to each Director separately
and in such case each of the Directors concerned (if not prohibited from voting under
Article 16.22) shall be entitled to vote (and be counted in the quorum) in respect of eachresolution except that concerning his own appointment.

– 52 –

Who to decide
whether a
Director may
vote

16.24 If any question shall arise at any meeting of the Board as to the materiality of theinterest of a Director or his close associate or the significance of a contract, arrangement
or transaction or proposed contract, arrangement or transaction or as to the entitlementof any Director to vote or form part of a quorum and such question is not resolved byhis voluntarily agreeing to abstain from voting or not to be counted in the quorum,such question shall be referred to the Chairman of the meeting (or, where such question
relates to the interest of the Chairman, to the other Directors at the meeting) and his
ruling (or, as appropriate, the ruling of the other Directors) in relation to any other
Director (or, as appropriate, the Chairman) shall be final and conclusive except in a casewhere the nature or extent of the interests of the Director concerned (or, as appropriate,
the Chairman) as known to such Director (or, as appropriate, the Chairman) has not been
fairly disclosed to the Board.

17 Managing Directors
Power toappoint
Managing
Directors, etc.

17.1 The Board may from time to time appoint any one or more of its body to the officeof Managing Director, Joint Managing Director, Deputy Managing Director, or other
Executive Director and/or such other employment or executive office in the managementof the business of the Company as it may decide for such period and upon such terms as
it thinks fit and upon such terms as to remuneration as it may decide in accordance with
Article 16.17.

Removal ofManaging
Director, etc.

17.2 Every Director appointed to an office under Article 17.1 shall, without prejudice to any
claim for damages that such Director may have against the Company or the Company
may have against such Director for any breach of any contract of service between him
and the Company, be liable to be dismissed or removed therefrom by the Board.

Cessation of
appointment

17.3 A Director appointed to an office under Article 17.1 shall be subject to the sameprovisions as to removal as the other Directors, and he shall, without prejudice to any
claim for damages that such Director may have against the Company or the Company
may have against such Director for any breach of any contract of service between him
and the Company, ipso facto and immediately cease to hold such office if he shall cease
to hold the office of Director for any cause.

– 53 –Powers may
be delegated

17.4 The Board may from time to time entrust to and confer upon a Managing Director, Joint
Managing Director, Deputy Managing Director or Executive Director all or any of thepowers of the Board that it may think fit. But the exercise of all powers by such Director
shall be subject to such regulations and restrictions as the Board may from time to time
make and impose, and the said powers may at any time be withdrawn, revoked or varied
but no person dealing in good faith and without notice of such withdrawal, revocation orvariation shall be affected thereby.

18 Management
General powersof Company
vested in Board

18.1 Subject to any exercise by the Board of the powers conferred by Articles 19.1 to 19.3,
the management of the business of the Company shall be vested in the Board which, in
addition to the powers and authorities by these Articles expressly conferred upon it, may
exercise all such powers and do all such acts and things as may be exercised or done
or approved by the Company and are not hereby or by the Companies Act expressly
directed or required to be exercised or done by the Company in general meeting, but
subject nevertheless to the provisions of the Companies Act and these Articles and to
any regulation from time to time made by the Company in general meeting not being
inconsistent with such provisions or these Articles, provided that no regulation somade shall invalidate any prior act of the Board which would have been valid if such
regulation had not been made.
18.2 Without prejudice to the general powers conferred by these Articles, it is hereby
expressly declared that the Board shall have the following powers:(a) to give to any person the right or option of requiring at a future date that anallotment shall be made to him of any share at par or at such premium as may be
agreed; and(b) to give to any Directors, officers or employees of the Company an interest in any
particular business or transaction or participation in the profits thereof or in thegeneral profits of the Company either in addition to or in substitution for a salary orother remuneration.
18.3 Except as would be permitted by the Companies Ordinance if the Company were acompany incorporated in Hong Kong, and except as permitted under the Companies Act,
the Company shall not directly or indirectly:(a) make a loan to a Director or his close associates or a director of any holding
company of the Company or a body corporate controlled by such a director or
Director;– 54 –

(b) enter into any guarantee or provide any security in connection with a loan made by
any person to a Director or such a director or a body corporate controlled by such a
director or Director; or(c) if any one or more of the Directors hold (jointly or severally or directly or
indirectly) a controlling interest in another company, make a loan to that othercompany or enter into any guarantee or provide any security in connection with aloan made by any person to that other company.

19 Managers
Appointment
andremunerationof managers

19.1 The Board may from time to time appoint a general manager, manager or managersof the Company and may fix his or their remuneration either by way of salary orcommission or by conferring the right to participation in the profits of the Company orby a combination of two or more of these modes and pay the working expenses of any of
the staff of the general manager, manager or managers who may be employed by him orthem in connection with the conduct of the business of the Company.

Tenure of officeand powers

19.2 The appointment of such general manager, manager or managers may be for such period
as the Board may decide and the Board may confer upon him or them all or any of thepowers of the Board as it may think fit.

Terms andconditions ofappointment

19.3 The Board may enter into such agreement or agreements with any such general manager,
manager or managers upon such terms and conditions in all respects as the Board may
in its absolute discretion think fit, including a power for such general manager, manager
or managers to appoint an assistant manager or managers or other employees whatsoever
under them for the purpose of carrying on the business of the Company.

20 Proceedings of Directors
Meetings of
Directors/
Quorum etc.

20.1 The Board may meet together for the despatch of business, adjourn and otherwise
regulate its meetings and proceedings as it thinks fit in any part of the world and may
determine the quorum necessary for the transaction of business. Unless otherwise
determined two Directors shall be a quorum. For the purposes of this Article an alternate
Director shall be counted in a quorum in place of the Director who appointed him andan alternate Director who is an alternate for more than one Director shall for quorum
purposes be counted separately in respect of himself (if he is a Director) and in respectof each Director for whom he is an alternate (but so that nothing in this provision
shall be construed as authorising a meeting to be constituted when only one person is
physically present). A meeting of the Board or any committee of the Board may be held
– 55 –

by means of a telephone or tele-conferencing or any other telecommunications facility
provided that all participants are thereby able to communicate contemporaneously byvoice with all other participants and participation in a meeting pursuant to this provision
shall constitute presence in person at such meeting.
Convening ofboard meeting

20.2 A Director may, and on request of a Director the Secretary shall, at any time summon ameeting of the Board. Failing any determination by the Board, not less than 48 hours ’notice thereof shall be given to each Director either in writing or by telephone or byfacsimile, telex or telegram or electronic mail at the address or telephone, facsimile
or telex number or email address from time to time notified to the Company by such
Director or in such other manner as the Board may from time to time determine.

How questions
to be decided

20.3 Subject to Articles 16.19 to 16.24, questions arising at any meeting of the Board shallbe decided by a majority of votes, and in case of an equality of votes the Chairman shallhave a second or casting vote.

Chairman

20.4 The Board may elect a Chairman of its meetings and determine the period for which heis to hold office; but if no such Chairman is elected, or if at any meeting the Chairman
is not present within 15 minutes after the time appointed for holding the same, theDirectors present may choose one of their number to be Chairman of the meeting.

Power ofmeeting20.5 A meeting of the Board for the time being at which a quorum is present shall becompetent to exercise all or any of the authorities, powers and discretions by or underthese Articles for the time being vested in or exercisable by the Board generally.

Power toappoint
committee andto delegate

20.6 The Board may delegate any of its powers to committees consisting of such member ormembers of the Board (including alternate Directors in the absence of their appointers)
as the Board thinks fit, and it may from time to time revoke such delegation or revoke
the appointment of and discharge any committees either wholly or in part, and either
as to persons or purposes, but every committee so formed shall in the exercise of thepowers so delegated conform to any regulations that may from time to time be imposed
upon it by the Board.

Acts ofcommittee tobe of same
effect as act of
Directors

20.7 All acts done by any such committee in conformity with such regulations and in
fulfilment of the purposes for which it is appointed, but not otherwise, shall have thelike force and effect as if done by the Board, and the Board shall have power, with theconsent of the Company in general meeting, to remunerate the members of any suchcommittee, and charge such remuneration to the current expenses of the Company.

– 56 –

Proceedingsof committee

20.8 The meetings and proceedings of any such committee consisting of two or more membersof the Board shall be governed by the provisions herein contained for regulating themeetings and proceedings of the Board so far as the same are applicable thereto and are
not replaced by any regulations imposed by the Board pursuant to Article 20.6.

Minutes ofproceedings ofmeetings andDirectors

20.9 The Board shall cause minutes to be made of:(a) all appointments of officers made by the Board;(b) the names of the Directors present at each meeting of the Board and of committees
appointed pursuant to Article 20.6;(c) all declarations made or notices given by any Director of his interest in any contract
or proposed contract or of his holding of any office or property whereby any
conflict of duty or interest may arise; and(d) all resolutions and proceedings at all meetings of the Company and of the Boardand of such committees.
20.10 Any such minutes shall be conclusive evidence of any such proceedings if they purport
to be signed by the chairman of the meeting or by the chairman of the succeeding
meeting.

When acts of
Directors orcommittee
to be valid
notwithstanding
defects

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

– 57 –

Directors’
powers whenvacancies exist

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

Directors’
resolutions

20.13 Unless required otherwise by the Listing Rules, a resolution in writing signed by eachand every one of the Directors (or their respective alternates pursuant to Article 16.9)
shall be as valid and effectual as if it had been passed at a meeting of the Board duly
convened and held. A notification of consent to such resolution given by a Director inwriting to the Board by any means (including by means of electronic communication)
shall be deemed to be his/her signature to such resolution in writing for the purpose ofthis Article. Such resolution may be contained in one document or in several documents
in like form each signed by one or more of the Directors or alternate Directors and forthis purpose a facsimile signature of a Director or an alternate Director shall be treatedas valid. Notwithstanding the foregoing, a resolution which relates to any matter orbusiness in which a substantial shareholder of the Company (as defined in the Listing
Rules from time to time), or a Director, has an interest conflicting with that of theCompany which the Board determines, prior to the passing of such resolution, to bematerial, shall not be passed by a resolution in writing and shall only be passed at a
meeting of the Directors held in accordance with these Articles.

– 58 –

21 Secretary
Appointment
of Secretary

21.1 The Secretary shall be appointed by the Board for such term, at such remuneration andupon such conditions as it may think fit, and any Secretary so appointed may be removedby the Board. Anything by the Companies Act or these Articles required or authorised
to be done by or to the Secretary, if the office is vacant or there is for any other reason
no Secretary capable of acting, may be done by or to any assistant or deputy Secretary
appointed by the Board, or if there is no assistant or deputy Secretary capable of acting,by or to any officer of the Company authorised generally or specifically in that behalf by
the Board.

Same person
not to act in two
capacities atonce

21.2 A provision of the Companies Act or of these Articles requiring or authorising a thing to
be done by or to a Director and the Secretary shall not be satisfied by its being done byor to the same person acting both as Director and as or in place of the Secretary.

22 General Management and Use of the Seal
Custody and useof seal22.1 The Board shall provide for the safe custody of the seal which shall only be used by theauthority of the Board or of a committee of the Board authorised by the Board in thatbehalf, and every instrument to which such seal shall be affixed shall be signed by a
Director and shall be countersigned by the Secretary or by a second Director or by someother person appointed by the Board for the purpose. The securities seal which shall bea facsimile of the common seal with the word “ Securities ” engraved thereon shall be
used exclusively for sealing securities issued by the Company and for sealing documents
creating or evidencing securities so issued. The Board may either generally or in any
particular case resolve that the securities seal or any signatures or any of them may
be affixed to or imprinted on certificates for shares, warrants, debentures or any otherform of security by facsimile or other mechanical means specified in such authority
or that any such certificates sealed with the securities seal need not be signed by any
person. Every instrument to which the seal is affixed or on which the seal is imprinted
as aforesaid shall, as regards all persons dealing in good faith with the Company, bedeemed to have been affixed to or imprinted on that instrument with the authority of the
Directors previously given.

– 59 –

Duplicate seal

22.2 The Company may have a duplicate seal for use outside of the Cayman Islands as andwhere the Board shall determine, and the Company may by writing under the seal
appoint any agents or agent, committees or committee abroad to be the agents of theCompany for the purpose of affixing and using such duplicate seal and they may impose
such restrictions on the use thereof as may be thought fit. Wherever in these Articles
reference is made to the seal, the reference shall, when and so far as may be applicable,
be deemed to include any such duplicate seal as aforesaid.

Chequesand banking
arrangements

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

Power toappoint
attorney

22.4 The Board may from time to time and at any time, by power of attorney under theseal, appoint any company, firm or person or any fluctuating body of persons, whether
nominated directly or indirectly by the Board, to be the attorney or attorneys of theCompany for such purposes and with such powers, authorities and discretions (notexceeding those vested in or exercisable by the Board under these Articles) and for such
period and subject to such conditions as it may think fit, and any such power of attorney
may contain such provisions for the protection and convenience of persons dealing withany such attorney as the Board may think fit, and may also authorise any such attorney
to sub-delegate all or any of the powers, authorities and discretions vested in him.

Executionof deeds byattorney

22.5 The Company may, by writing under its seal, empower any person, either generally orin respect of any specified matter, as its attorney to execute deeds and instruments on
its behalf in any part of the world and to enter into contracts and sign the same on its
behalf and every deed signed by such attorney on behalf of the Company and under hisseal shall bind the Company and have the same effect as if it were under the seal of theCompany.

– 60 –

Regional or
local boards

22.6 The Board may establish any committees, regional or local boards or agencies for
managing any of the affairs of the Company, either in the Cayman Islands, Hong
Kong, the People ’ s Republic of China or elsewhere, and may appoint any persons to
be members of such committees, regional or local boards or agencies and may fix theirremuneration, and may delegate to any committee, regional or local board or agent anyof the powers, authorities and discretions vested in the Board (other than its powers
to make calls and forfeit shares), with power to sub-delegate, and may authorise themembers of any local board or any of them to fill any vacancies therein and to act
notwithstanding vacancies, and any such appointment or delegation may be upon suchterms and subject to such conditions as the Board may think fit, and the Board may
remove any person so appointed and may annul or vary any such delegation, but noperson dealing in good faith and without notice of any such annulment or variation shallbe affected thereby.

Power toestablish
pension funds
and employee
share option
schemes22.7 The Board may establish and maintain or procure the establishment and maintenanceof any contributory or non-contributory pension or provident or superannuation fundsor (with the sanction of an ordinary resolution) employee or executive share option
schemes for the benefit of, or give or procure the giving of donations, gratuities,
pensions, allowances or emoluments to any persons who are or were at any time in theemployment or service of the Company, or of any company which is a subsidiary of
the Company, or is allied or associated with the Company or with any such subsidiarycompany, or who are or were at any time directors or officers of the Company or of any
such other company as aforesaid, and holding or who have held any salaried employment
or office in the Company or such other company, and the wives, widows, families anddependents of any such persons. The Board may also establish and subsidise or subscribe
to any institutions, associations, clubs or funds calculated to be for the benefit of or toadvance the interests and well-being of the Company or of any such other company as
aforesaid, and may make payments for or towards the insurance of any such persons
as aforesaid, and subscribe or guarantee money for charitable or benevolent objects orfor any exhibition or for any public, general or useful object. The Board may do anyof the matters aforesaid, either alone or in conjunction with any such other company
as aforesaid. Any Director holding any such employment or office shall be entitledto participate in and retain for his own benefit any such donation, gratuity, pension,
allowance or emolument.

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23 Capitalisation of Reserves
Power tocapitalise

23.1 The Company in general meeting may upon the recommendation of the Board byordinary resolution resolve that it is desirable to capitalise all or any part of the amountfor the time being standing to the credit of any of the Company ’ s reserve accounts
or funds or to the credit of the profit and loss account or otherwise available for
distribution (and not required for the payment or provision of dividend on any shareswith a preferential right to dividend) and accordingly that such sums be set free for
distribution amongst the members who would have been entitled thereto if distributed
by way of dividend and in the same proportion on condition that the same be not paidin cash but be applied either in or towards paying up any amounts for the time being
unpaid on any shares held by such members respectively or paying up in full unissued
shares, debentures or other securities of the Company to be allotted and distributed
credited as fully paid up to and amongst such members in proportion aforesaid or partly
in one way and partly in the other, and the Board shall give effect to such resolution,
provided that a share premium account and a capital redemption reserve and any reserveor fund representing unrealised profits may, for the purposes of this Article, only beapplied in paying up unissued shares to be issued to members as fully paid up shares orpaying up calls or instalments due or payable on partly paid securities of the Company
subject always to the provisions of the Companies Act.

Effect ofresolution tocapitalise

23.2 Wherever such a resolution as referred to in Article 23.1 shall have been passed theBoard shall make all appropriations and applications of the undivided profits resolved tobe capitalised thereby, and all allotments and issues of fully paid up shares, debenturesor other securities, if any, and generally shall do all acts and things required to giveeffect thereto, with full power to the Board:(a) to make such provision by the issue of fractional certificates or by payment incash or otherwise (including provisions whereby, in whole or in part, fractional
entitlements are aggregated and sold and the net proceeds distributed to thoseentitled, or are disregarded or rounded up or down or whereby the benefit offractional entitlements accrues to the Company rather than to the members
concerned) as they think fit in cases where shares, debentures or other securities
become distributable in fractions;– 62 –

(b) to exclude the right of participation or entitlement of any member with a registeredaddress outside any territory where in the absence of a registration statement orother special or onerous formalities the circulation of an offer of such right orentitlement would or might be unlawful or where the Board consider the costs,
expense or possible delays in ascertaining the existence or extent of the legal andother requirements applicable to such offer or the acceptance of such offer out of
proportion to the benefits of the Company; and(c) to authorise any person to enter on behalf of all members entitled thereto into anagreement with the Company providing for the allotment to them respectively,
credited as fully paid up, of any further shares, debentures or other securities towhich they may be entitled upon such capitalisation, or, as the case may require,for the payment up by the Company on their behalf, by the application thereto of
their respective proportions of the profits resolved to be capitalised, of the amounts
or any part of the amounts remaining unpaid on their existing shares, and any
agreement made under such authority shall be effective and binding on all suchmembers.
23.3 The Board may, in relation to any capitalisation sanctioned under Article 23.2 in its
absolute discretion specify that, and in such circumstances and if directed so to do by amember or members entitled to an allotment and distribution credited as fully paid upof unissued shares or debentures in the Company pursuant to such capitalisation, theunissued shares, debentures or other securities to which that member is entitled shallbe allotted and distributed credited as fully paid up to such person or persons as thatmember may nominate by notice in writing to the Company, such notice to be received
not later than the day for which the general meeting of the Company to sanction thecapitalisation is convened.

24 Dividends and Reserves
Power to declare
dividends

24.1 Subject to the Companies Act and these Articles, the Company in general meeting
may declare dividends in any currency but no dividends shall exceed the amountrecommended by the Board.

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24.2 The dividends, interest and bonuses and any other benefits and advantages in the natureof income receivable in respect of the Company ’ s investments, and any commissions,trusteeship, agency, transfer and other fees and current receipts of the Company shall,subject to the payment thereout of the expenses of management, interest upon borrowed
money and other expenses which in the opinion of the Board are of a revenue nature,
constitute the profits of the Company available for distribution.
Board’s power
to pay interim
dividends

24.3 The Board may from time to time pay to the members such interim dividends as appear
to the Board to be justified by the profits of the Company and, in particular (but without
prejudice to the generality of the foregoing), if at any time the share capital of theCompany is divided into different classes, the Board may pay such interim dividends
in respect of those shares in the capital of the Company which confer on the holders
thereof deferred or non-preferential rights as well as in respect of those shares which
confer on the holders thereof preferential rights with regard to dividend and provided
that the Board acts bona fide, the Board shall not incur any responsibility to the holdersof shares conferring any preferential rights.
24.4 The Board may also pay half-yearly or at other intervals to be selected by it any
dividend which may be payable at a fixed rate if the Board is of the opinion that the
profits available for distribution justify the payment.

Powers of
Directors to
declare andpay special
dividends

24.5 The Board may in addition from time to time declare and pay special dividends on sharesof any class of such amounts and on such dates as they think fit, and the provisionsof Article 24.3 as regards the powers and the exemption from liability of the Board as
relate to declaration and payment of interim dividends shall apply, mutatis mutandis, tothe declaration and payment of any such special dividends.

Dividends not
to be paid out of
capital24.6 No dividend shall be declared or payable except out of the profits and reserves of theCompany lawfully available for distribution including share premium. No dividend shallcarry interest against the Company.

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Scrip dividends

24.7 Whenever the Board or the Company in general meeting has resolved that a dividend be
paid or declared on the share capital of the Company, the Board may further resolve:
EITHERAs to cash
election(a) that such dividend be satisfied wholly or in part in the form of an allotment ofshares credited as fully paid up, provided that the members entitled thereto will beentitled to elect to receive such dividend (or part thereof) in cash in lieu of suchallotment. In such case, the following provisions shall apply:(i)the basis of any such allotment shall be determined by the Board;(ii) the Board, after determining the basis of allotment, shall give not less than
two weeks ’ notice in writing to the members of the right of election accorded
to them and shall send with such notice forms of election and specify theprocedure to be followed and the place at which and the latest date and timeby which duly completed forms of election must be lodged in order to beeffective;(iii) the right of election may be exercised in respect of the whole or part of that
portion of the dividend in respect of which the right of election has been
accorded;(iv) the dividend (or that part of the dividend to be satisfied by the allotment ofshares as aforesaid) shall not be payable in cash on shares in respect whereof
the cash election has not been duly exercised (the “ non-elected shares ” ) and insatisfaction thereof shares shall be allotted credited as fully paid to the holdersof the non-elected shares on the basis of allotment determined as aforesaid andfor such purpose the Board shall capitalise and apply out of any part of theundivided profits of the Company or any part of any of the Company ’ s reserve
accounts (including any special account, share premium account and capital
redemption reserve (if there be any such reserve)) or profit and loss accountor amounts otherwise available for distribution as the Board may determine, asum equal to the aggregate nominal amount of the shares to be allotted on suchbasis and apply the same in paying up in full the appropriate number of sharesfor allotment and distribution to and amongst the holders of the non-electedshares on such basis;– 65 –OR
As to scrip
election(b) that members entitled to such dividend shall be entitled to elect to receive anallotment of shares credited as fully paid up in lieu of the whole or such part of thedividend as the Board may think fit. In such case, the following provisions shallapply:(i)the basis of any such allotment shall be determined by the Board;(ii) the Board, after determining the basis of allotment, shall give not less than two
weeks ’ notice in writing to members of the right of election accorded to themand shall send with such notice forms of election and specify the procedure to
be followed and the place at which and the latest date and time by which duly
completed forms of election must be lodged in order to be effective;(iii) the right of election may be exercised in respect of the whole or part of that
portion of the dividend in respect of which the right of election has been
accorded;(iv) the dividend (or that part of the dividend in respect of which a right of election
has been accorded) shall not be payable on shares in respect whereof the shareelection has been duly exercised (the “ elected shares ” ) and in lieu thereofshares shall be allotted credited as fully paid to the holders of the electedshares on the basis of allotment determined as aforesaid and for such purpose
the Board shall capitalise and apply out of any part of the undivided profits of
the Company ’ s reserve accounts (including any special account, share premium
account and capital redemption reserve (if there be any such reserve)) or profit
and loss account or amounts otherwise available for distribution as the Board
may determine, a sum equal to the aggregate nominal amount of the shares to be
allotted on such basis and apply the same in paying up in full the appropriate
number of shares for allotment and distribution to and amongst the holders of
the elected shares on such basis.
24.8 The shares allotted pursuant to the provisions of Article 24.7 shall be of the same classas the class of, and shall rank pari passu in all respects with, the shares then held by therespective allottees save only as regards participation:(a) in the relevant dividend (or share or cash election in lieu thereof as aforesaid); or– 66 –

(b) in any other distributions, bonuses or rights paid, made, declared or announced prior
to or contemporaneously with the payment or declaration of the relevant dividend,
unless contemporaneously with the announcement by the Board of its proposal toapply the provisions of Article 24.7(a) or 24.7(b) in relation to the relevant dividendor contemporaneously with its announcement of the distribution, bonus or rights
in question, the Board shall specify that the shares to be allotted pursuant to theprovisions of Article 24.7 shall rank for participation in such distributions, bonuses
or rights.
24.9 The Board may do all acts and things considered necessary or expedient to give effect toany capitalisation pursuant to the provisions of Article 24.8 with full power to the Board
to make such provisions as it thinks fit in the case of shares becoming distributable infractions (including provisions whereby, in whole or in part, fractional entitlements areaggregated and sold and the net proceeds distributed to those entitled, or are disregardedor rounded up or down or whereby the benefit of fractional entitlements accrues to theCompany rather than to the members concerned). The Board may authorise any person
to enter into on behalf of all members interested, an agreement with the Company
providing for such capitalisation and matters incidental thereto and any agreement madepursuant to such authority shall be effective and binding on all concerned.
24.10 The Company may upon the recommendation of the Board by ordinary resolution resolve
in respect of any one particular dividend of the Company that notwithstanding theprovisions of Article 24.7 a dividend may be satisfied wholly in the form of an allotmentof shares credited as fully paid without offering any right to members to elect to receive
such dividend in cash in lieu of such allotment.
24.11 The Board may on any occasion determine that rights of election and the allotment ofshares under Article 24.7 shall not be made available or made to any members withregistered addresses in any territory where in the absence of a registration statement
or other special formalities the circulation of an offer of such rights of election or the
allotment of shares would or might be unlawful, or where the Board considers the costs,
expenses or possible delays in ascertaining the existence or extent of the legal and otherrequirements applicable to such offer or the acceptance of such offer out of proportion to
the benefit of the Company, and in any such case the provisions aforesaid shall be readand construed subject to such determination.

– 67 –

Share premiumand reserves

24.12 The Board shall establish an account to be called the share premium account and shallcarry to the credit of such account from time to time a sum equal to the amount or valueof the premium paid on the issue of any share in the Company. The Company may
apply the share premium account in any manner permitted by the Companies Act. The
Company shall at all times comply with the provisions of the Companies Act in relation
to the share premium account.
24.13 The Board may, before recommending any dividend, set aside out of the profits of theCompany such sums as it thinks fit as a reserve or reserves which shall, at the discretionof the Board, be applicable for meeting claims on or liabilities of the Company orcontingencies or for paying off any loan capital or for equalising dividends or for
any other purpose to which the profits of the Company may be properly applied, andpending such application may, at the like discretion, either be employed in the businessof the Company or be invested in such investments (including shares, warrants andother securities of the Company) as the Board may from time to time think fit, andso that it shall not be necessary to keep any reserves separate or distinct from anyother investments of the Company. The Board may also without placing the same toreserve carry forward any profits which it may think prudent not to distribute by way ofdividend.

Dividends
to be paid inproportion to
paid up capital

24.14 Unless and to the extent that the rights attached to any shares or the terms of issue
thereof otherwise provide, all dividends shall (as regards any shares not fully paid
throughout the period in respect of which the dividend is paid) be apportioned and paid
pro rata according to the amounts paid up on the shares during any portion or portionsof the period in respect of which the dividend is paid. For the purpose of this Article noamount paid up on a share in advance of calls shall be treated as paid up on the share.

Retention ofdividends, etc.

24.15 The Board may retain any dividends or other monies payable on or in respect of a shareupon which the Company has a lien, and may apply the same in or towards satisfactionof the debts, liabilities or engagements in respect of which the lien exists.
24.16 The Board may retain any dividends or other monies payable upon shares in respect ofwhich any person is, under the provisions as to the transmission of shares hereinbefore
contained, entitled to become a member, or in respect of which any person is underthose provisions entitled to transfer, until such person shall become a member in respectof such shares or shall transfer the same.

– 68 –

Deduction ofdebts

24.17 The Board may deduct from any dividend or other monies payable to any member all
sums of money (if any) presently payable by him to the Company on account of calls,
instalments or otherwise.

Dividend andcall together

24.18 Any general meeting sanctioning a dividend may make a call on the members of suchamount as the meeting resolves, but so that the call on each member shall not exceed thedividend payable to him, and so that the call be made payable at the same time as thedividend, and the dividend may, if so arranged between the Company and the member,be set off against the call.

Dividend inspecie24.19 The Board, with the sanction of the members in general meeting, may direct that any
dividend be satisfied wholly or in part by the distribution of specific assets of any kindand in particular of paid up shares, debentures or warrants to subscribe securities of any
other company, or in any one or more of such ways, and where any difficulty arises inregard to the distribution the Board may settle the same as it thinks expedient, and inparticular may disregard fractional entitlements, round the same up or down or providethat the same shall accrue to the benefit of the Company, and may fix the value for
distribution of such specific assets, or any part thereof, and may determine that cash
payments shall be made to any members upon the footing of the value so fixed in orderto adjust the rights of all parties, and may vest any such specific assets in trustees as
may seem expedient to the Board and may appoint any person to sign any requisite
instruments of transfer and other documents on behalf of the persons entitled to thedividend and such appointment shall be effective. Where required, a contract shall be
filed in accordance with the provisions of the Companies Act and the Board may appoint
any person to sign such contract on behalf of the persons entitled to the dividend andsuch appointment shall be effective.

Effect oftransfer

24.20 A transfer of shares shall not pass therewith the right to any dividend or bonus declared
thereon before the registration of the transfer.
24.21 Any resolution declaring or resolving upon the payment of a dividend or other
distribution on shares of any class, whether a resolution of the Company in general
meeting or a resolution of the Board, may, subject to the provisions of the Listing Rules,
specify that the same shall be payable or made to the persons registered as the holdersof such shares at the close of business on a particular date, notwithstanding that it may
be a date prior to that on which the resolution is passed, and thereupon the dividend orother distribution shall be payable or made to them in accordance with their respective
holdings so registered, but without prejudice to the rights inter se in respect of such
dividend of transferors and transferees of any such shares.
– 69 –

Receipt for
dividends by
joint holders ofshare

24.22 If two or more persons are registered as joint holders of any shares, any one of such
persons may give effectual receipts for any dividends, interim and special dividends orbonuses and other monies payable or rights or property distributable in respect of suchshares.

Payment by post

24.23 Unless otherwise directed by the Board, any dividend, interest or other sum payablein cash to a holder of shares may be paid by cheque or warrant sent through the post
to the registered address of the member entitled, or, in case of joint holders, to theregistered address of the person whose name stands first in the register in respect of thejoint holding or to such person and to such address as the holder or joint holders may
in writing direct. Every cheque or warrant so sent shall be made payable to the order ofthe holder or, in the case of joint holders, to the order of the holder whose name stands
first on the register in respect of such shares and shall be sent at his or their risk, and thepayment of any such cheque or warrant by the bank on which it is drawn shall operate
as a good discharge to the Company in respect of the dividend and/or bonus represented
thereby, notwithstanding that it may subsequently appear that the same has been stolenor that any endorsement thereon has been forged.
24.24 The Company may cease sending such cheques for dividend entitlements or dividend
warrants by post if such cheques or warrants have been left uncashed on two consecutive
occasions. However, the Company may exercise its power to cease sending chequesfor dividend entitlements or dividend warrants after the first occasion on which such acheque or warrant is returned undelivered.

Unclaimed
dividend

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

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25 Untraceable Members
Sale of sharesof untraceable
members

25.1 The Company shall be entitled to sell any shares of a member or the shares to which aperson is entitled by virtue of transmission on death or bankruptcy or operation of law if
and provided that:(a) all cheques or warrants, not being less than three in number, for any sums payablein cash to the holder of such shares have remained uncashed for a period of 12
years;(b) the Company has not during that time or before the expiry of the three month period
referred to in Article 25.1(d) below received any indication of the whereabouts orexistence of the member or person entitled to such shares by death, bankruptcy oroperation of law;(c) during the 12-year period, at least three dividends in respect of the shares inquestion have become payable and no dividend during that period has been claimedby the member; and(d) upon expiry of the 12-year period, the Company has caused an advertisement tobe published in the newspapers, or, subject to the Listing Rules, by electronic
communication in the manner in which notices may be served by the Company byelectronic communication as herein provided, giving notice of its intention to sellsuch shares, and a period of three months has elapsed since such advertisement andthe Exchange has been notified of such intention.
The net proceeds of any such sale shall belong to the Company and upon receipt by theCompany of such net proceeds it shall become indebted to the former member for an
amount equal to such net proceeds.

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25.2 To give effect to any sale contemplated by Article 25.1 the Company may appoint any
person to execute as transferor an instrument of transfer of the said shares and suchother documents as are necessary to effect the transfer, and such documents shall be
as effective as if it had been executed by the registered holder of or person entitled bytransmission to such shares and the title of the transferee shall not be affected by any
irregularity or invalidity in the proceedings relating thereto. The net proceeds of saleshall belong to the Company which shall be obliged to account to the former memberor other person previously entitled as aforesaid for an amount equal to such proceeds
and shall enter the name of such former member or other person in the books of theCompany as a creditor for such amount. No trust shall be created in respect of the debt,
no interest shall be payable in respect of the same and the Company shall not be required
to account for any money earned on the net proceeds, which may be employed in thebusiness of the Company or invested in such investments (other than shares or othersecurities in or of the Company or its holding company if any) or as the Board may fromtime to time think fit.

26 Document Destruction
Destructionof registrable
documents, etc.

The Company shall be entitled to destroy all instruments of transfer, probate, lettersof administration, stop notices, powers of attorney, certificates of marriage or deathand other documents relating to or affecting title to securities in or of the Company( “ Registrable Documents ” ) which have been registered at any time after the expirationof six years from the date of registration thereof and all dividend mandates andnotifications of change of address at any time after the expiration of two years from thedate of recording thereof and all share certificates which have been cancelled at any
time after the expiration of one year from the date of the cancellation thereof and it shallconclusively be presumed in favour of the Company that every entry in the register if
purporting to have been made on the basis of an instrument of transfer or Registrable
Document so destroyed was duly and properly made and every instrument of transfer orRegistrable Document so destroyed was a valid and effective instrument or document
duly and properly registered and every share certificate so destroyed was a valid andeffective certificate duly and properly cancelled and every other document hereinbefore
mentioned so destroyed was a valid and effective document in accordance with therecorded particulars thereof in the books or records of the Company, provided always
that:(a) the provisions aforesaid shall apply only to the destruction of a document in goodfaith and without express notice of the Company of any claim (regardless of theparties thereto) to which the document might be relevant;– 72 –

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

27 Annual Returns and Filings
Annual returns
and filings

The Board shall make the requisite annual returns and any other requisite filings inaccordance with the Companies Act.

28 Accounts
Accounts to be
kept

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

Where accounts
are to be kept

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

Inspection bymembers

28.3 The Board shall from time to time determine whether, to what extent, at what times
and places and under what conditions or regulations, the accounts and books of theCompany, or any of them, shall be open to inspection by the members (other thanofficers of the Company) and no member shall have any right of inspecting any accounts
or books or documents of the Company except as conferred by the Companies Act or
any other relevant law or regulation or as authorised by the Board or by the Company ingeneral meeting.

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Annual profit
and loss accountand balance
sheet

28.4 The Board shall cause to be prepared and to be laid before the members at every annual
general meeting a profit and loss account for the period, in the case of the first account,since the incorporation of the Company and, in any other case, since the precedingaccount, together with a balance sheet as at the date to which the profit and loss accountis made up and a Directors ’ report with respect to the profit or loss of the Company forthe period covered by the profit and loss account and the state of the Company ’ s affairs
as at the end of such period, an Auditors ’ report on such accounts prepared pursuant to
Article 29.1 and such other reports and accounts as may be required by law.

Annual reportof Directors andbalance sheet
to be sent tomembers etc.

28.5 Copies of those documents to be laid before the members at an annual general meetingshall not less than 21 days before the date of the meeting be sent in the manner in whichnotices may be served by the Company as provided herein to every member and every
holder of debentures of the Company, provided that the Company shall not be required
to send copies of those documents to any person of whose address the Company is notaware or to more than one of the joint holders of any shares or debentures.
28.6 To the extent permitted by and subject to due compliance with these Articles, theCompanies Act and all applicable rules and regulations, including, without limitation,
the rules of the Exchange, and to obtaining all necessary consents, if any, required
thereunder, the requirements of Article 28.5 shall be deemed satisfied in relation to
any member or any holder of debentures of the Company by sending to such person
instead of such copies, not less than 21 days before the date of the annual general
meeting, in any manner not prohibited by these Articles and the Companies Act, asummary financial statement derived from the Company ’ s annual accounts, together
with the Directors ’ report and the Auditors ’ report on such accounts, which shall bein the form and containing the information required by these Articles, the Companies
Act and all applicable laws and regulations, provided that any person who is otherwise
entitled to the annual accounts of the Company, together with the Director ’ s report andthe Auditor ’ s report thereon may, if he so requires, by notice in writing served on the
Company, demand that the Company sends to him, in addition to the summary financial
statement, a complete printed copy of the Company ’ s annual accounts, together with the
Directors ’ report and the Auditor ’ s report thereon.

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29 Audit
Auditors

29.1 The Auditors shall audit the profit and loss account and balance sheet of the Company
in each year and shall prepare a report thereon to be annexed thereto. Such reportshall be laid before the Company at its annual general meeting in each year and shallbe open to inspection by any member. The Auditors shall at the next annual general
meeting following their appointment and at any other time during their term of office,upon request of the Board or any general meeting of the members, make a report on theaccounts of the Company in general meeting during their tenure of office.

Appointment
andremuneration of
Auditors
App.3
r.17

29.2 The Company shall at every annual general meeting by ordinary resolution appoint anauditor or auditors of the Company who shall hold office until the next annual general
meeting. The removal of an Auditor before the expiration of his period of office shallrequire the approval of an ordinary resolution of the members in general meeting. The
remuneration of the Auditors shall be fixed by the Company by ordinary resolution
at the annual general meeting at which they are appointed provided that in respect ofany particular year the Company in general meeting may delegate the fixing of such
remuneration to the Board. No person may be appointed as the, or an, Auditor, unless
he is independent of the Company. The Board may before the first annual general
meeting appoint an auditor or auditors of the Company who shall hold office until thefirst annual general meeting unless previously removed by an ordinary resolution of themembers in general meeting in which case the members at that meeting may appoint
Auditors. The Board may fill any casual vacancy in the office of Auditor but while any
such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act.
The remuneration of any Auditor appointed by the Board under this Article may be fixedby the Board.

When accounts
to be deemed
settled29.3 Every statement of accounts audited by the Auditors and presented by the Board atan annual general meeting shall after approval at such meeting be conclusive except
as regards any error discovered therein within three months of the approval thereof.
Whenever any such error is discovered within that period, it shall forthwith be corrected,
and the statement of account amended in respect of the error shall be conclusive.

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30 Notices
Service ofnotices30.1 (1) Any notice or document, whether or not, to be given or issued under these Articles
from the Company shall be in writing or by cable, telex or facsimile transmission
message or other form of electronic transmission or electronic communication andany such notice and document may be given or issued by the following means:(a) by serving it personally on the relevant person;(b) by sending it through the post in a prepaid envelope addressed to such member
at his registered address as appearing in the register or at any other address
supplied by him to the Company for the purpose;(c) by delivering or leaving it at such address as aforesaid;(d) by placing an advertisement in appropriate newspapers in accordance with therequirements of the Exchange;(e) by sending or transmitting it as an electronic communication to the relevant
person at such electronic address as he may provide under Article 158(5),subject to the Company complying with the Statues and any other applicablelaws, rules and regulations from time to time in force with regard to any
requirements for the obtaining of consent (or deemed consent) from such
person;(f) by publishing on the Company ’ s website to which the relevant person may
have access, subject to the Company complying with the Statutes and any otherapplicable laws, rules and regulations from time to time in force with regard to
any requirements for the obtaining of consent (or deemed consent) from such
person and/or for giving notification to any such person stating that the notice,
document or publication is available on the Company ’ s computer network
website (a “ notice of availability ” ); or(g) by sending or otherwise making it available to such person through such othermeans to the extent permitted by and in accordance with the Statutes and otherapplicable laws, rules and regulations.

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(2) The notice of availability may be given by any of the means set out above otherthan by posting it on a website.
(3) In the case of joint holders of a share all notices shall be given to that one of thejoint holders whose name stands first in the register and notice so given shall bedeemed a sufficient service on or delivery to all the joint holders.
(4) Every person who, by operation of law, transfer, transmission, or other means
whatsoever, shall become entitled to any share, shall be bound by every noticein respect of such share, which, previously to his name and address (including
electronic address) being entered in the register as the registered holder of suchshare, shall have been duly given to the person from whom he derives title to suchshare.
(5) Every member of the Company or a person who is entitled to receive notice fromthe Company under the provisions of the Statutes or these Articles may register with
the Company in such manner as stipulated by the Company an electronic address towhich notices can be served upon him.
30.2 Notice of every general meeting shall be given in any manner hereinbefore authorisedto:(a) every person shown as a member in the register of members as of the record date forsuch meeting except that in the case of joint holders the notice shall be sufficient if
given to the joint holder first named in the register of members;(b) every person upon whom the ownership of a share devolves by reason of his beinga legal personal representative or a trustee in bankruptcy of a member of record
where the member of record but for his death or bankruptcy would be entitled toreceive notice of the meeting;(c) the Auditors;(d) each Director and alternate Director;(e) the Exchange; and(f) such other person to whom such notice is required to be given in accordance with
the Listing Rules.

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30.3 No other person shall be entitled to receive notices of general meetings.
Members out of
Hong Kong

30.4 A member shall be entitled to have notice served on him at any address within HongKong. Any member who has not given an express positive confirmation in writing
to the Company in the manner specified in the Listing Rules to receive or otherwise
have made available to him notices and documents to be given or issued to him by theCompany by electronic communication and whose registered address is outside Hong
Kong may notify the Company in writing of an address in Hong Kong which for the
purpose of service of notice shall be deemed to be his registered address. A member
who has no registered address in Hong Kong shall be deemed to have received any
notice which shall have been displayed at the transfer office and shall have remained
there for a period of 24 hours and such notice shall be deemed to have been received bysuch member on the day following that on which it shall have been first so displayed,provided that, without prejudice to the other provisions of these Articles, nothing in this
Article shall be construed as prohibiting the Company from sending, or entitling theCompany not to send, notices or other documents of the Company to any member whose
registered address is outside Hong Kong.

When notice
deemed to beserved30.5 Any Notice or other document:(a) if served or delivered by post, shall where appropriate be sent by airmail and shallbe deemed to have been served or delivered on the day following that on which theenvelope containing the same, properly prepaid and addressed, is put into the post;in proving such service or delivery it shall be sufficient to prove that the envelope
or wrapper containing the notice or document was properly addressed and put into
the post and a certificate in writing signed by the Secretary or other officer of theCompany or other person appointed by the Board that the envelope or wrapper
containing the notice or other document was so addressed and put into the post shallbe conclusive evidence thereof;(b) if sent by electronic communication, shall be deemed to be given on the day on
which it is transmitted from the server of the Company or its agent. A notice placedon the Company ’ s website or the website of the Exchange, is deemed given by theCompany to a member on the day following that on which a notice of availability isdeemed served on the member;– 78 –

(c) if published on the Company ’ s website, shall be deemed to have been served on the
day on which the notice, document or publication first so appears on the Company ’ s
website to which the relevant person may have access or the day on which thenotice of availability is deemed to have been served or delivered to such person
under these Articles, whichever is later;(d) if served or delivered in any other manner contemplated by these Articles, shall bedeemed to have been served or delivered at the time of personal service or delivery
or, as the case may be, at the time of the relevant despatch or transmission; and inproving such service or delivery a certificate in writing signed by the Secretary orother officer of the Company or other person appointed by the Board as to the act
and time of such service, delivery, despatch or transmission shall be conclusive
evidence thereof; and(e) if published as an advertisement in a newspaper or other publication permitted
under these Articles, shall be deemed to have been served on the day on which theadvertisement first so appears.
Service ofnotice topersons entitledon death, mental
disorder orbankruptcy of amember30.6 A notice may be given by the Company to the person or persons entitled to a share inconsequence of the death, mental disorder or bankruptcy of a member by sending it
through the post in a prepaid letter addressed to him or them by name, or by the title ofrepresentative of the deceased, or trustee of the bankrupt, or by any like description, at
the address, if any, within Hong Kong supplied for the purpose by the person claiming
to be so entitled, or (until such an address has been so supplied) by giving the notice inany manner in which the same might have been given if the death, mental disorder orbankruptcy had not occurred.

Transfereebound by priornotices30.7 Any person who by operation of law, transfer or other means whatsoever shall become
entitled to any share shall be bound by every notice in respect of such share which prior
to his name and address being entered on the register shall have been duly given to theperson from whom he derives his title to such share.

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Notice valid
though member
deceased

30.8 Any notice or document delivered or sent to any member in pursuance of these Articles,
shall notwithstanding that such member be then deceased and whether or not theCompany has notice of his death be deemed to have been duly served in respect of any
registered shares whether held solely or jointly with other persons by such member until
some other person be registered in his stead as the holder or joint holder thereof, andsuch service shall for all purposes of these Articles be deemed a sufficient service ofsuch notice or document on his personal representatives and all persons (if any) jointly
interested with him in any such shares.

How notice tobe signed

30.9 The signature to any notice to be given by the Company may be written or printed bymeans of facsimile or, where relevant, by Electronic Signature.

31 Information
Member notentitled to
information

31.1 No member shall be entitled to require discovery of or any information in respect of any
detail of the Company ’ s trading or any matter which is or may be in the nature of a trade
secret or secret process which may relate to the conduct of the business of the Company
and which in the opinion of the Board would not be in the interests of the members or
the Company to communicate to the public.

Directors
entitled todisclose
information

31.2 The Board shall be entitled to release or disclose any information in its possession,custody or control regarding the Company or its affairs to any of its members including,
without limitation, information contained in the register of members and transfer booksof the Company.

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32 Winding Up
App 3
r.21

32.1 Subject to the Companies Act, the Company may by special resolution resolve that theCompany be wound up voluntarily.

Power to
distributeassets in specie
followingliquidation

32.2 If the Company shall be wound up (whether the liquidation is voluntary, under
supervision or by the court) the liquidator may, with the authority of a special resolutionof the Company and any other sanction required by the Companies Act divide among themembers in specie or kind the whole or any part of the assets of the Company (whether
the assets shall consist of property of one kind or shall consist of properties of different
kinds) and may for such purpose set such value as he deems fair upon any property to
be divided and may determine how such division shall be carried out as between themembers or different classes of members. The liquidator may, with the like authority
or sanction vest the whole or any part of such assets in trustees upon such trusts for the
benefit of the members as the liquidator, with the like authority or sanction and subject
to the Companies Act, shall think fit, and the liquidation of the Company may be closed
and the Company dissolved, but so that no member shall be compelled to accept any
assets, shares or other securities in respect of which there is a liability.

Distributionof assets inliquidation

32.3 If the Company shall be wound up, and the assets available for distribution amongst themembers as such shall be insufficient to repay the whole of the paid-up capital, such
assets shall be distributed so that, as nearly as may be, the losses shall be borne by themembers in proportion to the capital paid up, or which ought to have been paid up, atthe commencement of the winding up on the shares held by them respectively. If in awinding up the assets available for distribution amongst the members shall be more thansufficient to repay the whole of the capital paid up at the commencement of the winding
up, the excess shall be distributed amongst the members in proportion to the capital paid
up at the commencement of the winding up on the shares held by them respectively.
This Article is to be without prejudice to the rights of the holders of shares issued upon
special terms and conditions.

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Service ofprocess

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

33 Indemnities
Indemnities of
Directors andOfficers

33.1 Every Director, Auditor or other officer of the Company shall be entitled to beindemnified out of the assets of the Company against all losses or liabilities incurred orsustained by him as a Director, Auditor or other officer of the Company in defending
any proceedings, whether civil or criminal, in which judgment is given in his favour, orin which he is acquitted.
33.2 Subject to the Companies Act, if any Director or other person shall become personallyliable for the payment of any sum primarily due from the Company, the Board may
execute or cause to be executed any mortgage, charge, or security over or affecting
the whole or any part of the assets of the Company by way of indemnity to secure the
Director or person so becoming liable as aforesaid from any loss in respect of suchliability.

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34 Financial Year
Financial year

The financial year of the Company shall end on 31 March in each year unless otherwiseprescribed by the Board.

35 Amendment of Memorandum and Articles
Amendment ofMemorandum
and Articles
App 3
r.16

Subject to the Companies Act, the Company may at any time and from time to time byspecial resolution alter or amend the Memorandum and these Articles in whole or inpart.

36 Transfer by Way of Continuation
Transfer by
Way ofContinuation

The Company shall, subject to the provisions of the Companies Act and with theapproval of a special resolution, have the power to register by way of continuation as abody corporate under the laws of any jurisdiction outside the Cayman Islands and to bederegistered in the Cayman Islands.

37 Mergers and Consolidations
Mergers andConsolidations

The Company shall, with the approval of a special resolution, have the power to merge
or consolidate with one or more constituent companies (as defined in the Companies
Act), upon such terms as the Directors may determine.

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