##### 



Exhibit 1.1

MEMORANDUM

and

ARTICLES OF ASSOCIATION
(As adopted by Special Resolution passed on 12th December 1997)

of

CLP HOLDINGS LIMITED(CHINESE CHARACTERS)



---

Incorporated the 24th day of October 1997



---

Stephenson Harwood & Lo.
Solicitors
Hong Kong(CHINESE CHARACTERS)



---





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##### 



Company No. 627771

THE COMPANIES ORDINANCE

(CHAPTER 32)

CLP Holdings Limited(CHINESE CHARACTERS)

Special Resolution and Ordinary Resolutions
passed at the Annual General Meeting on 5 May 2003

At the fifth Annual General Meeting of CLP Holdings Limited (CHINESE CHARACTERS)
(the Company), duly convened and held at The Peninsula, Salisbury Road,
Kowloon, Hong Kong on Monday, 5 May 2003, the following Resolution (5) was duly
passed as a Special Resolution and Resolutions (6), (7) and (8) were duly
passed as Ordinary Resolutions:-



|(5) |  | That the Articles of Association of the Company be and are hereby
amended in the following respects:
|--- |  | -----------------------------------------------------------------------------------------------------



| | (a) |  | by adding the following definitions in Article 2 immediately after
the definition of Board:
| | --- |  | ---------------------------------------------------------------------------------------------

|                           |  |                                                                                
|-------------------------- |  | -------------------------------------------------------------------------------
|Electronic Communication |  | A communication sent by electronic
transmission in any form through any medium.
|                           |  |                                                                                
|Entitled Person          |  | An entitled person as defined under section 2(1) of
the Companies Ordinance. 



| | (b) |  | by adding the following definition in Article 2 immediately after
the definition of Register:
| | --- |  | -----------------------------------------------------------------------------------------------

|                               |  |                                                                                             
|------------------------------ |  | --------------------------------------------------------------------------------------------
|Relevant Financial Documents |  | The relevant financial documents as
defined under section 2(1) of the Companies Ordinance.



| | (c) |  | by adding the following definition in Article 2 immediately after
the definition of Stock Exchange:
| | --- |  | -----------------------------------------------------------------------------------------------------

|                           |  |                                                                                         
|-------------------------- |  | ----------------------------------------------------------------------------------------
|Summary Financial Report |  | The summary financial report as defined
under section 2(1) of the Companies Ordinance.



| | (d) |  | by deleting the definitions in writing and written in Article 2
and substituting therefor the following:                                                                                                                                                                                                                                                                                                                                                                        
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | in writing and written shall include printing, lithograph,
xerography, photography or other modes of representing or reproducing
words in a permanent visible form or, to the extent permitted by and in
accordance with the Statutes and other applicable laws, rules and
regulations, any visible substitute for writing (including an Electronic
Communication), or modes of representing or reproducing words partly in
one visible form and partly in another visible form.





---



##### 





| | (e) |  | by adding the following paragraph to the end of Article 2:                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | References to a document being executed include references to its being
executed under hand or under seal or, to the extent permitted by and in
accordance with the Statutes and other applicable laws, rules and
regulations, by electronic signature or by any other method. References
to a document or notice, to the extent permitted by and in accordance
with the Statutes and other applicable laws, rules and regulations,
include references to any information in visible form whether having
physical substance or not.
|
| | (f) |  | by deleting Article 145 and substituting therefor the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



| | 145 |  | (A)   Subject to Article 145(B), a copy of the Relevant
Financial Documents and/or a copy of the Summary Financial Report
(where the recipient has, in accordance with and if required by the
Statutes and other applicable laws, rules and regulations,
consented or is deemed to have consented to receiving the Summary
Financial Report in place of the Relevant Financial Documents)
shall, not less than twenty-one clear days before the relevant
General Meeting, be delivered or sent by post to the registered
address of every Entitled Person and to the Auditors and the
required number of copies of each of the Relevant Financial
Documents and the Summary Financial Report, if published, shall at
the same time be forwarded to the Stock Exchange.                                    
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | (B)   Subject to the Company complying with the Statutes
and any other applicable laws, rules and regulations from time
to time in force with regard to any requirements for the
obtaining of consent (or deemed consent) from any Entitled
Person (a Consenting Person) and/or for giving a Notice of
Publication (as defined in Article 148) to any such Consenting
Person, the Company may treat the publication of the Relevant
Financial Documents and/or the Summary Financial Report (as the
case may be) on the Companys computer network, to which such
person may have access, throughout the period beginning not
less than twenty-one clear days before the relevant General
Meeting, as discharging the Companys obligation to send to him
a copy of such documents under Article 145(A).



| | (g) |  | by deleting Article 148 and substituting therefor the following:
| | --- |  | ----------------------------------------------------------------

| |     |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 148 |  | (1) | Subject to Article 148(2) any notice, document or other
publication by the Company (including any corporate communication
as defined in the Listing Rules) 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 or wrapper addressed to a member at his registered
address as appears in the Register (or in the case of other
person, to such address as he may provide under Article
150);                                                                                                                                                                                                                                                                                      
|
| |     |  |     | (C)   by delivering or leaving it at such address
as aforesaid;                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |     |  |     | (D)   by placing an advertisement in English in
at least one English language newspaper or publication and
in Chinese in at least one Chinese language newspaper or
publication, being in each case a newspaper or publication
specified in the list thereof issued and published in the
Gazette for the purposes of Section 71A of the Companies
Ordinance (Chapter 32) (including any statutory
modification or re-enactment thereof) by the Chief
Secretary for Administration for such period as the Board
may think fit;
|
| |     |  |     | (E)   by sending or transmitting it as an
Electronic Communication to the relevant person at such
electronic address as he may provide under Article 150,
subject to the Company complying with the Statutes and any
other applicable laws, rules and regulations from time to
time in force with regard to any requirements for the
obtaining of consent (or deemed consent) from such person;                                                                                                                              





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##### 





| |     |  | (F)   by publishing it on the Companys computer
network to which the relevant person may have access,
subject to the Company complying with the Statutes and any
other applicable laws, rules and regulations from time to
time in force with regard to any requirements for the
obtaining of consent (or deemed consent) from such person
and/or for giving notification to any such person stating
that the notice, document or publication is available on
the Companys computer network (a Notice of Publication);
or
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | (G)   by sending or otherwise making it available
to such person through such other means to the extent
permitted by and in accordance with the Statutes and other
applicable laws, rules and regulations.                                                                                                                                                                                                                                                                                                                   
|
| | (2) |  | Any Notice of Publication may be given or issued by
any of the means mentioned in Article 148(1), other than the
means specified in paragraph (F) thereof.                                                                                                                                                                                                                                                                                                                                                                   



| | (h) |  | by deleting Article 150 and substituting therefor the following:
| | --- |  | ----------------------------------------------------------------



| | 150 |  | Every member of and holder of debentures of the Company or
a person who is entitled to receive notice from the Company under
the provisions of the Statutes or these Articles shall register
with the Company an address either in Hong Kong or elsewhere and/or
an electronic address to which notices can be served upon him and
if any such person shall fail to do so, notice may be served on
such person by sending the same in any of the manners mentioned to
his last known registered address or electronic address, or if
there is none, a notice displayed in the Office shall be deemed to
be well served on him at the time when it is first so displayed.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) |  | by deleting Articles 151 and 152 and substituting therefor the
following:
| | --- |  | -------------------------------------------------------------------------



| | 151 |  | Any notice, document or other publication (including any
corporate communication as defined in the Listing Rules) given or
issued by or on behalf of the Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | (A)   if served by post, shall be deemed to have been
served or delivered on the day following that on which the
envelope or wrapper containing the same is put into a post
office situated within Hong Kong and in proving such service or
delivery it shall be sufficient to prove that the envelope or
wrapper containing the notice, document or publication was
properly addressed, prepaid and put into such post office and a
certificate in writing signed by the Secretary or other officer
of the Company that the envelope or wrapper containing the
notice, document or publication was so addressed, prepaid and
put into the post office shall be conclusive evidence thereof;
|
| |     |  | (B)   if sent or transmitted as an Electronic
Communication, shall be deemed to have been served at the time
when the notice, document or publication is transmitted
electronically provided that no notification that the
Electronic Communication has not reached its recipient has been
received by the sender, except that any failure in transmission
beyond the senders control shall not invalidate the
effectiveness of the notice, document or publication being
served;                                                                                                                                                                                                          
|
| |     |  | (C)   if published on the Companys computer network,
shall be deemed to have been served on the day on which the
notice, document or publication first so appears on the
Companys computer network to which the relevant person may
have access or the day on which the Notice of Publication is
deemed to have been served or delivered to such person under
these Articles, whichever is later;                                                                                                                                                                                                                                                                                         
|
| |     |  | (D)   if served or delivered in person, shall be deemed
to have been served or delivered at the time of personal
service or delivery and in proving such service or delivery, a
certificate in writing signed by the Secretary or other officer
of the Company that the notice, document or publication was so
served or delivered shall be conclusive evidence of the service
or delivery; or                                                                                                                                                                                                                                                                                              





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##### 





|    |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (E)                                                                                                                                                                                                                                                                                                                                                                                                     | if published as an advertisement in a newspaper or
other publication permitted under Article 148(1)(D), shall be
deemed to have been served on the day on which the
advertisement first so appears.
|--- | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (j)    | by deleting the words by post to, or left at, the registered
address of any member in the first line of Article 153 and
substituting therefor the words to any member in such manner as
provided in Article 148 and by renumbering Article 153 to Article 152;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    | (k)    | by adding immediately after the word address in the third line of
Article 154 the words (including electronic address) and by
renumbering Article 154 to Article 153; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | (l)    | by adding immediately after the existing Article 154 (which is to
be renumbered to Article 153) the following new Article 154:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |        | 154                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Subject to any applicable laws, rules and regulations and
the terms of these Articles, any notice, document or publication,
including but not limited to the documents referred to in Article
145 and any corporate communication as defined in the Listing
Rules, may be given in the English language only, in the Chinese
language only or in both the English language and the Chinese
language.
|   
|(6) | That:
|   
|    | (a)    | subject to paragraph (c), a general mandate be and is hereby
unconditionally granted to the Directors of the Company to exercise
during the Relevant Period all the powers of the Company to allot,
issue and dispose of additional shares in the Company and to make or
grant offers, agreements, options or warrants which would or might
require the exercise of such powers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | (b)    | the mandate in paragraph (a) shall authorise the Directors of the
Company during the Relevant Period to make or grant offers, agreements
and options which would or might require the exercise of such powers
after the end of the Relevant Period;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | (c)    | the aggregate nominal value of share capital allotted or agreed
conditionally or unconditionally to be allotted (whether pursuant to an
option or otherwise) by the Directors of the Company pursuant to the
mandate in paragraph (a), otherwise than pursuant to (i) a Rights
Issue, or (ii) any option scheme or similar arrangement for the time
being adopted for the grant or issue to the officers and/or employees
of the Company and/or any of its subsidiaries of shares or rights to
acquire shares of the Company or (iii) any scrip dividend or similar
arrangement pursuant to the Articles of Association of the Company from
time to time, shall not exceed ten per cent of the aggregate nominal
amount of the share capital of the Company in issue at the date of this
Resolution and the said mandate shall be limited accordingly;
|   
|    | (d)    | for the purpose of this Resolution:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |        | Relevant Period means the period from the passing of this Resolution
until whichever is the earlier of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    |        | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the conclusion of the next Annual General Meeting of the
Company;                                                                                                                                                                                                                                                                                                                                      
|   
|    |        | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the expiration of the period within the next Annual General
Meeting of the Company is required by law to be held; and                                                                                                                                                                                                                                                                                  
|   
|    |        | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the date on which the authority set out in this Resolution
is revoked or varied by an ordinary resolution of the Shareholders
in general meeting.                                                                                                                                                                                                                                                      





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##### 





| |  |  | Rights Issue means an offer of shares open for a period fixed by the
Directors of the Company to holders of shares of the Company or any
class thereof on the register on a fixed record date in proportion to
their then holdings of such shares or class thereof (subject to such
exclusion or other arrangements as the Directors of the Company may deem
necessary or expedient in relation to fractional entitlements or having
regard to any restrictions or obligations under the laws of, or the
requirements of any recognised regulatory body or any stock exchange in,
any territory outside Hong Kong).
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) |  | That:
|--- |  | ------



| | (a) |  | a general mandate be and is hereby unconditionally given to the
Directors of the Company to exercise during the Relevant Period all the
powers of the Company to purchase or otherwise acquire shares of
HK$5.00 each in the capital of the Company in accordance with all
applicable laws and the requirements of the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited, provided that
the aggregate nominal amount of shares so purchased or otherwise
acquired shall not exceed ten per cent of the aggregate nominal amount
of the share capital of the Company in issue at the date of this
Resolution.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | for the purpose of this Resolution:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |     |  | Relevant Period means the period from the passing of this Resolution
until whichever is the earlier of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



| | (i)   |  | the conclusion of the next Annual General Meeting of the
Company;                                                                                 
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the expiration of the period within the next Annual General
Meeting of the Company is required by law to be held; and                             
|
| | (iii) |  | the date on which the authority set out in this Resolution
is revoked or varied by an ordinary resolution of the Shareholders
in general meeting.



|(8) |  | That, conditional upon the passing of Resolutions (6) and (7) set out in
the Notice convening this Meeting, the aggregate nominal amount of the
shares which are purchased or otherwise acquired by the Company pursuant
to Resolution (7) shall be added to the aggregate nominal amount of the
shares which may be issued pursuant to Resolution (6).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(Sgd.) The Hon. Michael D. KadoorieChairman of the Meeting





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##### 



Company No. 627771

THE COMPANIES ORDINANCE

(CHAPTER 32)

CLP Holdings Limited

(CHINESE CHARACTERS)


Special Resolution passed at the Extraordinary General Meeting on 25 April 2002

At the Extraordinary General Meeting of CLP Holdings Limited (CHINESE CHARACTERS)
(the Company) duly convened and held at The Peninsula, Salisbury Road, Kowloon,
Hong Kong on Thursday, 25 April 2002 at 11:45 a.m., the following resolution
was duly passed as a Special Resolution:-

SPECIAL RESOLUTION

That, conditional upon (i) the High Court of Hong Kong making an order
confirming the reduction of the share premium account of the Company pursuant
to Section 60 of the Companies Ordinance and (ii) the registration by the
Registrar of Companies in Hong Kong of an office copy of such confirming order
pursuant to Section 61 of the Companies Ordinance and of any other documents
required by the High Court of Hong Kong, and subject to any conditions imposed
by the High Court of Hong Kong:



| | (A) |  | the share premium account of the Company be reduced by the amount
of HK$10,116,789,910 and that the directors of the Company be and are
hereby authorised to credit such amount to the distributable reserve
of the Company; and
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (B) |  | the directors of the Company be and are hereby authorised
generally to do all acts and things which they may consider
appropriate, necessary or desirable to give effect to or implement the
foregoing.                        

(Sgd.) The Hon. Michael D. KadoorieChairman of the Meeting





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##### 



Company No. 627771

THE COMPANIES ORDINANCE

(CHAPTER 32)

CLP Holdings Limited

(CHINESE CHARACTERS)


Special Resolution and Ordinary Resolutions
passed at the Annual General Meeting on 25 April 2002

At the fourth Annual General Meeting of CLP Holdings Limited (CHINESE CHARACTERS)
(the Company), duly convened and held at The Peninsula, Salisbury Road, Kowloon,
Hong Kong on Thursday, 25 April 2002, the following Resolution (5) was duly
passed as a Special Resolution and Resolutions (6), (7) and (8) were duly
passed as Ordinary Resolutions:-



|(5) |  | That the Articles of Association of the Company be amended by deleting
the word printed from the first line of Article 145.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------
|   
|(6) |  | That:                                                                                                                         



| | (a) |  | subject to paragraph (c), a general mandate be and is hereby
unconditionally granted to the Directors of the Company to exercise
during the Relevant Period all the powers of the Company to allot,
issue and dispose of additional shares in the Company and to make or
grant offers, agreements, options or warrants which would or might
require the exercise of such powers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the mandate in paragraph (a) shall authorise the Directors of the
Company during the Relevant Period to make or grant offers, agreements
and options which would or might require the exercise of such powers
after the end of the Relevant Period;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (c) |  | the aggregate nominal value of share capital allotted or agreed
conditionally or unconditionally to be allotted (whether pursuant to
an option or otherwise) by the Directors of the Company pursuant to
the mandate in paragraph (a), otherwise than pursuant to (i) a Rights
Issue, or (ii) any option scheme or similar arrangement for the time
being adopted for the grant or issue to the officers and/or employees
of the Company and/or any of its subsidiaries of shares or rights to
acquire shares of the Company or (iii) any scrip dividend or similar
arrangement pursuant to the Articles of Association of the Company
from time to time, shall not exceed ten per cent of the aggregate
nominal amount of the share capital of the Company in issue at the
date of this Resolution and the said mandate shall be limited
accordingly;
|
| | (d) |  | for the purpose of this Resolution:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |     |  | Relevant Period means the period from the passing of this Resolution
until whichever is the earlier of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



| | (i)  |  | the conclusion of the next Annual General Meeting of the
Company;                                                    
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the expiration of the period within the next Annual
General Meeting of the Company is required by law to be held; and





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##### 





| | (iii) |  | the date on which the authority set out in this
Resolution is revoked or varied by an ordinary resolution of the
Shareholders in general meeting.
| | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
| |      

| |  | Rights Issue means an offer of shares open for a period fixed by the
Directors of the Company to holders of shares of the Company or any
class thereof on the register on a fixed record date in proportion to
their then holdings of such shares or class thereof (subject to such
exclusion or other arrangements as the Directors of the Company may
deem necessary or expedient in relation to fractional entitlements or
having regard to any restrictions or obligations under the laws of, or
the requirements of any recognised regulatory body or any stock
exchange in, any territory outside Hong Kong).
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) |  | That:
|--- |  | ------



| | (a) |  | a general mandate be and is hereby unconditionally given to the
Directors of the Company to exercise during the Relevant Period all
the powers of the Company to purchase or otherwise acquire shares of
HK$5.00 each in the capital of the Company in accordance with all
applicable laws and the requirements of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited,
provided that the aggregate nominal amount of shares so purchased or
otherwise acquired shall not exceed ten per cent of the aggregate
nominal amount of the share capital of the Company in issue at the
date of this Resolution.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | for the purpose of this Resolution:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |     |  | Relevant Period means the period from the passing of this Resolution
until whichever is the earlier of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



| | (i)   |  | the conclusion of the next Annual General Meeting of the
Company;                                                                                 
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the expiration of the period within the next Annual
General Meeting of the Company is required by law to be held; and                             
|
| | (iii) |  | the date on which the authority set out in this
Resolution is revoked or varied by an ordinary resolution of the
Shareholders in general meeting.



|(8) |  | That, conditional upon the passing of Resolutions (6) and (7) set out in
the Notice convening this Meeting, the aggregate nominal amount of the
shares which are purchased or otherwise acquired by the Company pursuant
to Resolution (7) shall be added to the aggregate nominal amount of the
shares which may be issued pursuant to Resolution (6).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(Sgd.) The Hon. Michael D. KadoorieChairman of the Meeting





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##### 



Company No. 627771

THE COMPANIES ORDINANCE

(CHAPTER 32 OF THE REVISED EDITION, 1984)

CLP Holdings Limited(CHINESE CHARACTERS)

Ordinary Resolutions, passed on 23 April 2001

At the Annual General Meeting of CLP
Holdings Limited (CHINESE CHARACTERS)
(the
Company), duly convened and held at the Peninsula Hotel, Salisbury Road,
Kowloon, Hong Kong on Monday, 23 April 2001, the following Resolutions (5),
(6), (7), (8) and (9) were duly passed as Ordinary Resolutions:-



|(5) |  | That the remuneration of the Chairman, each one of the Vice Chairmen and
the other Directors shall remain unchanged at the sum of HK$225,000,
HK$150,000 and HK$100,000 respectively for the year ending 31 December
2001 and for each subsequent year until the Company in general meeting
otherwise determines.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(6) |  | That the sum of HK$2,081,227,000 (being part of the amount standing to
the credit of share premium account of the Company) be capitalised in
accordance with Article 140 of the Companys Articles of Association and
that the same be applied in making payment in full at par of 416,245,400
shares of HK$5 each in the capital of the Company, such shares to be
distributed as fully-paid among the persons registered as holders of the
2,081,227,000 fully-paid issued shares of the Company on 23 April 2001, as
far as practicable, in the proportion of one share for every five shares
of the said capital held by such persons respectively, such fully-paid
shares not to rank for the final dividend and the special centenary
dividend to be declared payable in respect of the year ended 31 December
2000, but in all other respects to rank pari passu with the existing
shares of the Company, and that no fractional shares be issued but that
shares representing fractions be disposed of for the benefit of the
Company.
|   
|(7) |  | That:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



| | (a) |  | subject to paragraph (c), a general mandate be and is hereby
unconditionally granted to the Directors of the Company to exercise
during the Relevant Period all the powers of the Company to allot,
issue and dispose of additional shares in the Company and to make or
grant offers, agreements, options or warrants which would or might
require the exercise of such powers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the mandate in paragraph (a) shall authorise the Directors of the
Company during the Relevant Period to make or grant offers, agreements
and options which would or might require the exercise of such powers
after the end of the Relevant Period;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (c) |  | the aggregate nominal value of share capital allotted or agreed
conditionally or unconditionally to be allotted (whether pursuant to an
option or otherwise) by the Directors of the Company pursuant to the
mandate in paragraph (a), otherwise than pursuant to (i) Rights Issue,
or (ii) any option scheme or similar arrangement for the time being
adopted for the grant or issue to the officers and/or employees of the
Company and/or any of its subsidiaries of shares or rights to acquire
shares of the Company or (iii) any scrip dividend or similar
arrangement pursuant to the Articles of Association of the Company from
time to time, shall not exceed ten per cent of the aggregate nominal
amount of the share capital of the Company in issue as enlarged by the issue of shares pursuant to the capitalisation issue referred to in
Resolution (6) above and the said mandate shall be limited accordingly;





---



##### 





| | (d) |  | for the purpose of this Resolution:                                                                       
| | --- |  | ----------------------------------------------------------------------------------------------------------
|
| |     |  | Relevant Period means the period from the passing of this Resolution
until whichever is the earlier of:-



| | (i)   |  | the conclusion of the next Annual General Meeting of the
Company;                                                                                
| | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the expiration of the period within the next Annual General
Meeting of the Company is required by law to be held; and                            
|
| | (iii) |  | the date on which the authority set out in this Resolution
is revoked or varied by an ordinary resolution of the Shareholders
in general meeting.



| |  |  | Rights Issue means an offer of shares open for a period fixed by the
Directors of the Company to holders of shares of the Company or any
class thereof on the register on a fixed record date in proportion to
their then holdings of such shares or class thereof (subject to such
exclusion or other arrangements as the Directors of the Company may deem
necessary or expedient in relation to fractional entitlements or having
regard to any restrictions or obligations under the laws of, or the
requirements of any recognised regulatory body or any stock exchange in,
any territory outside Hong Kong).
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) |  | That
|--- |  | -----



| | (a) |  | a general mandate be and is hereby unconditionally given to the
Directors of the Company to exercise during the Relevant Period all the
powers of the Company to purchase or otherwise acquire shares of
HK$5.00 each in the capital of the Company in accordance with all
applicable laws and the requirements of the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited, provided that
the aggregate nominal amount of shares so purchased or otherwise
acquired shall not exceed ten per cent of the aggregate nominal amount
of the share capital of the Company in issue as enlarged by the issue
of shares pursuant to the capitalisation issue referred to in
Resolution (6) above.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | for the purpose of this Resolution:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |     |  | Relevant Period means the period from the passing of this Resolution
until whichever is the earlier of:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



| | (i)   |  | the conclusion of the next Annual General Meeting of the
Company;                                                                                 
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the expiration of the period within the next Annual General
Meeting of the Company is required by law to be held; and                             
|
| | (iii) |  | the date on which the authority set out in this Resolution
is revoked or varied by an ordinary resolution of the Shareholders
in general meeting.



|(9) |  | That, conditional upon the passing of Resolutions (7) and (8) set out in
the Notice convening this Meeting, the aggregate nominal amount of the
 shares which are purchased or otherwise acquired by the Company pursuant
to Resolution (8) shall be added to the aggregate nominal amount of the
shares which may be issued pursuant to Resolution (7).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(Sgd.) The Hon. Michael D. KadoorieChairman





---



##### 



Company No. 627771

THE COMPANIES ORDINANCE

(CHAPTER 32 OF THE REVISED EDITION, 1984)

CLP Holdings Limited(CHINESE CHARACTERS)

Ordinary Resolutions, passed on 17 April 2000

At the Annual General Meeting of CLP
Holdings Limited (CHINESE CHARACTERS)
(the
Company), duly convened and held at the Peninsula Hotel, Salisbury Road,
Kowloon, Hong Kong on Monday, 17 April 2000, the following Resolutions (5), (6)
and (7) were duly passed:-



|(5) |  | That:
|--- |  | ------



| | (a) |  | subject to paragraph (c), a general mandate be and is hereby
unconditionally granted to the Directors of the Company to exercise
during the Relevant Period all the powers of the Company to allot,
issue and dispose of additional shares in the Company and to make or
grant offers, agreements, options or warrants which would or might
require the exercise of such powers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the mandate in paragraph (a) shall authorise the Directors of the
Company during the Relevant Period to make or grant offers, agreements
and options which would or might require the exercise of such powers
after the end of the Relevant Period;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (c) |  | the aggregate nominal value of share capital allotted or agreed
conditionally or unconditionally to be allotted (whether pursuant to an
option or otherwise) by the Directors of the Company pursuant to the
mandate in paragraph (a), otherwise than pursuant to (i) Rights Issue,
or (ii) any option scheme or similar arrangement for the time being
adopted for the grant or issue to the officers and/or employees of the
Company and/or any of its subsidiaries of shares or rights to acquire
shares of the Company or (iii) any scrip dividend or similar
arrangement pursuant to the Articles of Association of the Company from
time to time, shall not exceed ten per cent of the aggregate nominal
amount of the share capital of the Company in issue at the date of this
Resolution and the said mandate shall be limited accordingly;
|
| | (d) |  | for the purpose of this Resolution:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |     |  | Relevant Period means the period from the passing of this Resolution
until whichever is the earlier of:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



| | (i)   |  | the conclusion of the next Annual General Meeting of the
Company;                                                                                
| | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the expiration of the period within the next Annual General
Meeting of the Company is required by law to be held; and                            
|
| | (iii) |  | the date on which the authority set out in this Resolution
is revoked or varied by an ordinary resolution of the Shareholders
in general meeting.





---



##### 





| |  |  | Rights Issue means an offer of shares open for a period fixed by the
Directors of the Company to holders of shares of the Company or any
class thereof on the register on a fixed record date in proportion to
their then holdings of such shares or class thereof (subject to such
exclusion or other arrangements as the Directors of the Company may deem
necessary or expedient in relation to fractional entitlements or having
regard to any restrictions or obligations under the laws of, or the
requirements of any recognised regulatory body or any stock exchange in,
any territory outside Hong Kong).
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) |  | That:
|--- |  | ------



| | (a) |  | a general mandate be and is hereby unconditionally given to the
Directors of the Company to exercise during the Relevant Period all the
powers of the Company to purchase or otherwise acquire shares of
HK$5.00 each in the capital of the Company in accordance with all
applicable laws and the requirements of the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited, provided that
the aggregate nominal amount of shares so purchased or otherwise
acquired shall not exceed ten per cent of the aggregate nominal amount
of the share capital of the Company in issue at the date of this
Resolution.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | for the purpose of this Resolution:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |     |  | Relevant Period means the period from the passing of this Resolution
until whichever is the earlier of:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



| | (i)   |  | the conclusion of the next Annual General Meeting of the
Company;                                                                                 
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the expiration of the period within the next Annual General
Meeting of the Company is required by law to be held; and                             
|
| | (iii) |  | the date on which the authority set out in this Resolution
is revoked or varied by an ordinary resolution of the Shareholders
in general meeting.



|(7) |  | That, conditional upon the passing of Resolutions (5) and (6) set out in
the Notice convening this Meeting, the aggregate nominal amount of the
shares which are purchased or otherwise acquired by the Company pursuant
to Resolution (6) shall be added to the aggregate nominal amount of the
shares which may be issued pursuant to Resolution (5).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(Sgd.) The Hon. Michael D. KadoorieChairman





---



##### 



No. 627771

THE COMPANIES ORDINANCE
(CHAPTER 32)

COMPANY LIMITED BY SHARES



---

SPECIAL RESOLUTIONS

OF

CLP HOLDINGS LIMITED(CHINESE CHARACTERS)



---

At an EXTRAORDINARY GENERAL MEETING of the Company duly convened and held at
The Peninsula Hotel, Salisbury Road, Kowloon, Hong Kong on Friday, 8 October
1999 at 11:00 a.m. the following resolutions were duly passed as special
resolutions:

SPECIAL RESOLUTIONS



|(1) |  | THAT:
|--- |  | ------



| | (a) |  | the terms of the draft agreement (the Agreement) proposed to be
entered into between the Company and CITIC Pacific Limited (CITIC
Pacific) (a copy of which is produced to the meeting marked A and
signed by the chairman of the meeting for the purpose of
identification) pursuant to which CITIC Pacific will sell, or procure
the sale, to the Company of 367,275,500 fully paid shares of HK$5.00
each (the Shares) in the share capital of the Company (the Share
Repurchase) at a price of HK$34.80 per Share be and is hereby approved
and, accordingly, that a sum of up to HK$12,781,187,400 be applied from
the distributable profits of the Company to satisfy the Share
Repurchase; and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any one director of the Company be and is hereby authorised to
execute the Agreement on behalf of the Company and to do all such acts
and things as he considers necessary or expedient to give effect to the
Agreement and the Share Repurchase.                                                                                                                                                                                                                                                                                                                                                                                                                                                             



|(2) |  | THAT the Articles of Association of the Company be amended in the
following respects:-
|--- |  | ---------------------------------------------------------------------------------------



| | (a) |  | by deleting the existing Article 118 and substituting therefor the
following new Article 118:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | 118.          The Board may from time to time elect a Chairman and up to two
Vice Chairmen of the Board and determine the period for which they are
respectively to hold office. The Chairman so elected, or in his absence
the Vice Chairman appointed by the Chairman to act in his stead, or in
the absence of such Vice Chairman, the other Vice Chairman (if any),
shall preside at all meetings of the Board, but if no such Chairman or
Vice Chairman be elected, or if at any meeting the Chairman, or any Vice
Chairman be not present within five minutes after the time appointed for
holding the same, the Directors present shall choose one of their number
to act as Chairman of such meeting.; and





---



##### 





| | (b) |  | by deleting the existing Article 66 and substituting therefor the
following new Article 66:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | 66.           The Chairman of the Board, or in his absence the Vice Chairman
appointed by the Chairman to act in his stead, or in the absence of such
Vice Chairman, the other Vice Chairman (if any), shall preside as
Chairman at every General Meeting, but if there is no such Chairman or
Vice Chairman, or if none of them is present within fifteen minutes
after the time appointed for holding the meeting or if none of them
shall be willing to act as Chairman, the Directors present shall choose
one of their number to act as Chairman of such meeting, and if there be
no Director chosen who shall be willing to act, the members present in
person and entitled to vote shall choose one of their own number to act
as Chairman at such meeting. 

(Sgd.) The Hon. Michael D. Kadoorie
Chairman of the Meeting





---



##### 



Company No. 627771

THE COMPANIES ORDINANCE

(CHAPTER 32 OF THE REVISED EDITION, 1984)

CLP Holdings Limited(CHINESE CHARACTERS)

Ordinary Resolutions, passed on 25th January 1999

At the first Annual General Meeting of
CLP Holdings Limited (CHINESE CHARACTERS)
(the Company), duly convened and held at the Peninsula Hotel, Salisbury Road,
Kowloon, Hong Kong on Monday, 25th January 1999, the following Resolutions (5),
(6) and (7) were duly passed:-



|(5) |  | That:
|--- |  | ------



| | (a) |  | subject to paragraph (c), a general mandate be and is hereby
unconditionally granted to the Directors of the Company to exercise
during the Relevant Period all the powers of the Company to allot,
issue and dispose of additional shares in the Company and to make or
grant offers, agreements, options or warrants which would or might
require the exercise of such powers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the mandate in paragraph (a) shall authorise the Directors of the
Company during the Relevant Period to make or grant offers, agreements
and options which would or might require the exercise of such powers
after the end of the Relevant Period;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (c) |  | the aggregate nominal value of share capital allotted or agreed
conditionally or unconditionally to be allotted (whether pursuant to an
option or otherwise) by the Directors of the Company pursuant to the
mandate in paragraph (a), otherwise than pursuant to (i) Rights Issue,
or (ii) any option scheme or similar arrangement for the time being
adopted for the grant or issue to the officers and/or employees of the
Company and/or any of its subsidiaries of shares or rights to acquire
shares of the Company or (iii) any scrip dividend or similar
arrangement pursuant to the Articles of Association of the Company from
time to time, shall not exceed ten per cent of the aggregate nominal
amount of the share capital of the Company in issue at the date of this
Resolution and the said mandate shall be limited accordingly;
|
| | (d) |  | for the purpose of this Resolution:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |     |  | Relevant Period means the period from the passing of this Resolution
until whichever is the earlier of:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



| | (i)   |  | the conclusion of the next Annual General Meeting of the
Company;                                                                                
| | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the expiration of the period within the next Annual General
Meeting of the Company is required by law to be held; and                            
|
| | (iii) |  | the date on which the authority set out in this Resolution
is revoked or varied by an ordinary resolution of the Shareholders
in general meeting.





---



##### 





| |  |  | Rights Issue means an offer of shares open for a period fixed by the
Directors of the Company to holders of shares of the Company or any
class thereof on the register on a fixed record date in proportion to
their then holdings of such shares or class thereof (subject to such
exclusion or other arrangements as the Directors of the Company may deem
necessary or expedient in relation to fractional entitlements or having
regard to any restrictions or obligations under the laws of, or the
requirements of any recognised regulatory body or any stock exchange in,
any territory outside Hong Kong).
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) |  | That
|--- |  | -----



| | (a) |  | a general mandate be and is hereby unconditionally given to the
Directors of the Company to exercise during the Relevant Period all the
powers of the Company to purchase or otherwise acquire shares of
HK$5.00 each in the capital of the Company in accordance with all
applicable laws and the requirements of the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited, provided that
the aggregate nominal amount of shares so purchased or otherwise
acquired shall not exceed ten per cent of the aggregate nominal amount
of the share capital of the Company in issue at the date of this
Resolution.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | for the purpose of this Resolution:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |     |  | Relevant Period means the period from the passing of this Resolution
until whichever is the earlier of:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



| | (i)   |  | the conclusion of the next Annual General Meeting of the
Company;                                                                                 
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the expiration of the period within the next Annual General
Meeting of the Company is required by law to be held; and                             
|
| | (iii) |  | the date on which the authority set out in this Resolution
is revoked or varied by an ordinary resolution of the Shareholders
in general meeting.



|(7) |  | That, conditional upon the passing of Resolutions (5) and (6) set out in
the Notice convening this Meeting, the aggregate nominal amount of the
shares which are purchased or otherwise acquired by the Company pursuant
to Resolution (6) shall be added to the aggregate nominal amount of the
shares which may be issued pursuant to Resolution (5).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(Sgd.) The Hon. Michael D. KadoorieChairman





---



##### 



Company No 627771

CLP HOLDINGS LIMITED(CHINESE CHARACTERS)

EXTRACTS OF WRITTEN RESOLUTIONS of all the members of the Company pursuant to
Section 116B of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)

---

The following resolutions were passed by way of written resolution of all the
members of the Company on 23rd December 1997, Resolution No. 2 was passed as a
Special Resolution and Resolutions 1, 3, 4 and 5 were passed as Ordinary
Resolutions:-



|1 |  | INCREASE IN AUTHORISED SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  |  | THAT, subject to and upon the scheme of arrangement dated 21st
November 1997 between China Light & Power Company, Limited and the
holders of its shares of HK$5.00 each becoming effective, the
authorised share capital of the Company be and is hereby increased
from HK$50,000 divided into 10,000 shares of HK$5.00 each to
HK$15,000,000,000 divided into 3,000,000,000 shares of HK$5.00 each by
the creation of an additional 2,999,990,000 new shares of HK$5.00 each
ranking pari passu in all respects with the existing issued and
unissued shares of the Company.                                                                                                                                                                                                                                                                                                                            
| 
|2 |  | REDUCTION OF SHARE PREMIUM ACCOUNT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| 
|  |  | THAT, subject to a scheme of arrangement dated 21st November, 1997
(Scheme) between China Light & Power Company, Limited (CLP) and
the holders of its shares of HK$5.00 each, pursuant to which CLP will
become a wholly-owned subsidiary of the Company, becoming effective,
the share premium account standing in the books of account of the
Company following the effective date of the Scheme be reduced to an
amount of HK$13,708,000,000 less an amount equal to the expenses of
the Scheme and other preliminary expenses of the Company (as certified
by any Director or the Secretary of the Company prior to the date on
which the petition seeking confirmation of this reduction of share
premium account is due to be heard by the High Court of Hong Kong) and
that the amount becoming available on such reduction of share premium
account becoming effective be applied as follows:-



| | (A) |  | to eliminate goodwill on consolidation by writing down the
investment of the Company in CLP so that it is, so far as possible,
equal to the book value of the consolidated net assets of CLP as at the
effective date of the Scheme;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (B) |  | to write off the expenses of the Scheme and other preliminary
expenses; and                                                                                                                                                         
|
| | (C) |  | to make available the balance as distributable reserves of the
Company.                                                                                                                                                            



|3 |  | MANDATE NO.1                                                                                                                                                                                            
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  |  | THAT, subject to and upon the scheme of arrangement dated 21st
November 1997 (Scheme) between China Light & Power Company, Limited
and the holders of its shares of HK$5.00 each becoming effective:-



| | (A) |  | subject to paragraph (C), a general mandate be and is hereby
unconditionally granted to the Directors to exercise during the
Relevant Period all the powers of the Company to allot, issue and
dispose of additional shares in the Company and to make or grant
offers, agreements, options or warrants which would or might require
the exercise of such powers;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (B) |  | the mandate in paragraph (A) shall authorise the Directors during
the Relevant Period to make or grant offers, agreements and options
which would or might require the exercise of such powers after the end
of the Relevant Period;                                                                                                                             





---



##### 





| | (C) |  | the aggregate nominal value of share capital allotted or agreed
conditionally or unconditionally to be allotted (whether pursuant to an
option or otherwise) by the Directors pursuant to the mandate in
paragraph (A), otherwise than pursuant to (i) a Rights Issue, or (ii)
any option scheme or similar arrangement for the time being adopted for
the grant or issue to the officers and/or employees of the Company
and/or any of its subsidiaries of shares or rights to acquire shares of
the Company, or (iii) any scrip dividend or similar arrangement
pursuant to the Articles of Association of the Company from time to
time, shall not exceed 10 per cent. of the aggregate nominal amount of
the share capital of the Company in issue immediately following the
allotment and issue of the shares of the Company pursuant to the Scheme
and the said mandate shall be limited accordingly;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (D) |  | for the purpose of this Resolution:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     |  | Relevant Period means the period from the date upon which the Scheme
becomes effective until whichever is the earlier of:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



| | (i)   |  | the conclusion of the next annual general meeting of the
Company;                                                                                               
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the expiration of the period within which the next annual
general meeting of the Company is required by law to be held; and                                     
|
| | (iii) |  | the date on which the authority set out in this Resolution
is revoked or varied by an ordinary resolution of the shareholders
of the Company in general meeting.



| |  |  | Rights Issue means an offer of shares open for a period fixed by the
Directors to holders of shares of the Company or any class thereof on
the register on a fixed record date in proportion to their then holdings
of such shares or class thereof (subject to such exclusion or other
arrangements as the Directors may deem necessary or expedient in
relation to fractional entitlements or having regard to any restrictions
or obligations under the laws of, or the requirements of, any recognised
regulatory body or any stock exchange in, or in any territory outside,
Hong Kong).
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4 |  | MANDATE NO.2                                                                                                                                                                                            
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  |  | THAT, subject to and upon the scheme of arrangement dated 21st
November 1997 (Scheme) between China Light & Power Company, Limited
and the holders of its shares of HK$5.00 each becoming effective:-



| | (A) |  | a general mandate be and is hereby unconditionally granted to the
Directors to exercise during the Relevant Period all powers of the
Company to purchase or otherwise acquire shares of HK$5.00 each in the
capital of the Company in accordance with all applicable laws and the
requirements of the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, provided that the aggregate
nominal amount of shares so purchased or otherwise acquired shall not
exceed 10 per cent. of the aggregate nominal amount of the share
capital of the Company in issue immediately following the completion of
the allotment and issue of the shares of the Company pursuant to the
Scheme.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (B) |  | for the purpose of this Resolution:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |     |  | Relevant Period means the period from the date upon which the Scheme
becomes effective until whichever is the earlier of:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



| | (i)   |  | the conclusion of the next annual general meeting of the
Company;                                                                                                
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the expiration of the period within which the next annual
general meeting of the Company is required by law to be held; and                                      
|
| | (iii) |  | the date on which the authority set out in this Resolution
is revoked or varied by an ordinary resolution of the shareholders
of the Company in general meeting.





---



##### 





|5 |  | MANDATE NO.3                                                                                                                                                                                                                                                                                                                      
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  |  | THAT, conditional upon the passing of Resolutions nos. 3 and 4 as set
out above, the aggregate nominal amount of the shares which are
purchased or otherwise acquired by the Company pursuant to Resolution
no. 4 shall be added to the aggregate nominal amount of the shares
which may be issued pursuant to Resolution no. 3.

| |  |                                          | 
| |  | ---------------------------------------- | 
| |  | (Sd.) P. W. Greenwood                   
| |  |                                         
| |  | Company Secretary
Date: 2nd January 1998





---



##### 



CLP HOLDINGS LIMITED

(CHINESE CHARACTERS)


WRITTEN RESOLUTIONS of all the members
of the Company pursuant to Article 83 of the Articles of Association of the Company

---

We, being all the members of the above-mentioned Company, DO HEREBY RESOLVE:-



|1 |  | ADOPTION OF NEW ARTICLES OF ASSOCIATION                                                                                                                                                                                                                                                                                                                                                                  
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  |  | THAT the Articles of Association of the Company be and are hereby
revoked and that the new Articles of Association (a draft of which
marked A is annexed hereto and has been signed on behalf of the
Company for the purpose of identification) be approved and adopted as
the Articles of Association of the Company in substitution for and to
the exclusion of the existing Articles of Association.
| 
|2 |  | CONVERSION INTO PUBLIC COMPANY                                                                                                                                                                                                                                                                                                                                                                           
| 
|  |  | THAT, subject to and upon the passing of Resolution 1 as set out
above, the Company be and is hereby converted into a public company
and that the Directors take all such steps as may be necessary for the
carrying into effect of such conversion.                                                                                                                                                     

These resolutions may be in the form of counterparts, each counterpart being
signed by one or more members and certified in advance by the Company Secretary
to contain the correct version of the proposed resolutions.




|                                              |                            |                                           |     |                   
|--------------------------------------------- | -------------------------- | ----------------------------------------- | --- | ------------------
|for and on behalf of
LIMATOR NOMINEES LIMITED |                            | for and on behalf of
SHL SERVICES LIMITED
|                                             
|By:                                           | (Sd.) Michael H.
Hoddinott |                                           | By: | (Sd.) John S. Gale
|                                              |                            |                                           |     |                   
|                                             
|Director                                      |                            | Director                                 
|                                             
|For and on behalf of
LIMATOR NOMINEES LIMITED |                            | For and on behalf of
SHL SERVICES LIMITED

DATED: 12th December 1997





---



##### 



No. 627771(CHINESE CHARACTERS)

[COPY]

COMPANIES ORDINANCE
(CHAPTER 32)(CHINESE CHARACTERS)
CERTIFICATE OF INCORPORATION(CHINESE CHARACTERS)

 * * * 

I hereby certify that(CHINESE CHARACTERS)

CLP HOLDINGS LIMITED(CHINESE CHARACTERS)

is this day incorporated in Hong Kong under the Companies Ordinance, and that this

(CHINESE CHARACTERS)

company is limited.

(CHINESE CHARACTERS)

Issued by the undersigned on 24 October 1997.

(CHINESE CHARACTERS)

| |  |                                                                                      
| |  | -------------------------------------------------------------------------------------
| |  | (Sd.) H. Chang
MISS H. CHANG
for Registrar of Companies
Hong Kong(CHINESE CHARACTERS)





---



##### 



THE COMPANIES ORDINANCE (CHAPTER 32)



---

Company Limited by Shares



---

MEMORANDUM OF ASSOCIATION

OF

CLP HOLDINGS LIMITED

(CHINESE CHARACTERS)










|1. |  | The name of the Company is
CLP HOLDINGS LIMITED
(CHINESE CHARACTERS).                                                                
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The registered office of the Company shall be situate in the Hong Kong
Special Administrative Region of the Peoples Republic of China.
|  
|3. |  | The Company has the capacity and the rights, powers and privileges of a
natural person.                                                
|  
|4. |  | The liability of the members is limited.                                                                                               
|  
|5. |  | The share capital of the Company is HK$50,000.00 divided into 10,000
shares of HK$5.00 each.                                           

|    |  |   |  |                                                                                                                                                                                                                                    
|--- |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|N.B |  | - |  | The capital has been increased as follows:-
By a written resolution passed on 23rd December 1997, the Authorised Capital was increased from
HK$50,000 to HK$15,000,000,000 by the creation of 2,999,990,000 shares of HK$5.00 each.

- 1 -



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##### 



WE, the several persons whose names, addresses and descriptions are
subscribed, are desirous of being formed into a company in pursuance of this
Memorandum of Association and we respectively agree to take the number of
shares in the capital of the Company set opposite to our respective names.

|                                                 |  |                                           |  |                 
|------------------------------------------------ |  | ----------------------------------------- |  | ----------------
|                                                 |  |                                           |  | Number of Shares
|                                                 |  |                                           |  | Taken by each   
|                                                 |  |                                           |  | Subscriber      
|Names, Addresses and Descriptions of Subscribers |  | (In Words)                               
|                                                 |  |                                          
|                                                 |  | For and on behalf of
SHL SERVICES LIMITED |  | One             
|                                                 |  |                                           |  |                 
|                                                 |  | (Sd.) J.S. Gale, Director                 |  |                 
|                                                 |  | 1802 Edinburgh Tower                      |  |                 
|                                                 |  | The Landmark                              |  |                 
|                                                 |  | 15 Queens Road Central                   |  |                 
|                                                 |  | Hong Kong                                 |  |                 
|                                                 |  | Limited Company                           |  |                 
|                                                 |  |                                           |  |                 
|                                                 |  | For and on behalf of                      |  |                 
|                                                 |  | LIMATOR NOMINEES LIMITED                  |  | One             
|                                                 |  |                                           |  |                 
|                                                 |  | (Sd.) Phyllis Chang, Director             |  |                 
|                                                 |  | 1802 Edinburgh Tower                      |  |                 
|                                                 |  | The Landmark                              |  |                 
|                                                 |  | 15 Queens Road Central                   |  |                 
|                                                 |  | Hong Kong                                 |  |                 
|                                                 |  | Limited Company                           |  |                 
|                                                 |  |                                           |  |                 
|                                                 |  | Total Number of Shares Taken              |  | Two             
|                                                 |  |                                           |  |                 

Dated this 8th day of October, 1997.
WITNESS to the above signatures:-

| |                            
| | ---------------------------
| | (Sd.) Lau Pok Hoi          
| | Solicitor                  
| | 18th Floor, Edinburgh Tower
| | The Landmark               
| | 15 Queens Road Central    
| | Hong Kong                  

-2-



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##### 



THE COMPANIES ORDINANCE (CHAPTER 32)



---

Company Limited by Shares





ARTICLES OF ASSOCIATION
(As adopted by Special Resolution passed on 12th December 1997)

OF

CLP HOLDINGS LIMITED(CLP HOLDINGS LIMITED)



---

Preliminary



|1. |  | The Regulations contained or incorporated in Table A in the First
Schedule to the Companies Ordinance (Chapter 32) shall not apply to the
Company.                                                                                                             
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The marginal notes hereto shall not affect the construction hereof. In
these Articles the words and expressions set out in the first column below
shall, if not inconsistent with the subject or context, bear the meanings
set opposite to them respectively:-

| |   |                                |  |                                                                                                                           
| | - | ------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------
| |   | Articles                     |  | These Articles of Association as originally adopted or as from
time to time altered by Special Resolution.                
| |   |                                |  |                                                                                                                           
| |   | Board                        |  | The Board of Directors of the Company or the Directors present at a meeting of the Directors at which a quorum is present.
| |   |                                |  |                                                                                                                           
| | * | Electronic Communication     |  | A communication sent by electronic transmission
in any form through any medium.                                           
| |   |                                |  |                                                                                                                           
| | * | Entitled Person              |  | An entitled person as defined under section 2(1) of the
Companies Ordinance.                                            
| |   |                                |  |                                                                                                                           
| |   | Gazette                      |  | The Government of the Hong Kong Special Administrative Region
Gazette.                                                    
| |   |                                |  |                                                                                                                           
| |   | Hong Kong                    |  | The Hong Kong Special Administrative Region of the Peoples
Republic of China.                                            
| |   |                                |  |                                                                                                                           
| |   | Listing Rules                |  | The Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited as amended from time to time.    
| |   |                                |  |                                                                                                                           
| |   | Office                       |  | The registered office for the time being of the Company.                                                                  
| |   |                                |  |                                                                                                                           
| |   | Register                     |  | The register of members of the Company.                                                                                   
| |   |                                |  |                                                                                                                           
| | * | Relevant Financial Documents |  | The relevant financial documents as defined under section 2(1) of the Companies Ordinance.                              

*As added by Special Resolution passed on 5 May 2003.

-3-



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##### 



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | Seal                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | The Common Seal of the Company.                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| |   | Securities Seal                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | An official seal kept by the Company by virtue of Section
73A of the Companies Ordinance (Chapter 32).                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| |   | Statutes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | The Companies Ordinance (Chapter 32) and every other Ordinance
from time to time in force concerning companies in so far as the same
apply to the Company.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| |   | Stock Exchange                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | The Stock Exchange of Hong Kong Limited or such other
exchange in Hong Kong on which any share capital of the Company is
listed at the relevant time.     
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| | * | Summary Financial Report                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | The summary financial report as defined under
section 2(1) of the Companies Ordinance.                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| |   | clear days in relation to the period of a notice means that period
excluding the day when the notice is given or deemed to be given and the day
for which it is given or on which it is to take effect;                                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| |   | dividend shall include bonus;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| | * | in writing and written shall include printing, lithograph,
xerography, photography or other modes of representing or reproducing
words in a permanent visible form or, to the extent permitted by and in
accordance with the Statutes and other applicable laws, rules and
regulations, any visible substitute for writing (including an Electronic
Communication), or modes of representing or reproducing words partly in
one visible form and partly in another visible form.                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| |   | month means a Calendar month;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| |   | paid up shall include credited as paid up;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| |   | Words importing the singular number only shall include the plural number and
vice versa;                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| |   | Words importing the masculine gender only shall include the feminine gender;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| |   | Words importing persons shall include corporations; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| |   | The expression Secretary shall (subject to the provisions of the Statutes)
include an Assistant or Deputy Secretary, and any person appointed by the
Board to perform any of the duties of the Secretary.                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| |   | A Special Resolution shall be effective for any purpose for which an
Ordinary Resolution is expressed to be required under any provision in these
Articles.                                                                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                           
| | * | References to a document being executed include references to its being
executed under hand or under seal or, to the extent permitted by and in
accordance with the Statutes and other applicable laws, rules and
regulations, by electronic signature or by any other method. References
to a document or notice, to the extent permitted by and in accordance
with the Statutes and other applicable laws, rules and regulations,
include references to any information in visible form whether having
physical substance or not.



|3. |  | Subject to the provisions of the last preceding Article any words or
expressions defined in the Statutes in force at the date when these
Articles or any part thereof are adopted shall, if not inconsistent with
the subject or context, bear the same meanings respectively in these
Articles.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

*As added and amended by Special Resolution passed on 5 May 2003.

-4-



---



##### 



Shares



|4. | (A) | Subject to the Statutes and any applicable rules, codes and regulations including, whilst any part of
the share capital of the Company is listed on a stock exchange in Hong Kong, the applicable rules, codes
and regulations of such stock exchange and/or of any relevant regulatory body, the Company may purchase
or otherwise acquire its shares, including any redeemable shares. Without prejudice to the generality
of the foregoing, such purchase or other acquisition of shares may be made otherwise than out of the
Companys distributable profits or the proceeds of a fresh issue of shares in order to:-
|-- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i)                                                                                                                                   |  | settle or compromise a debt or claim;                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)                                                                                                                                  |  | eliminate a fractional share or fractional entitlement or an odd lot of shares;                                                                                                 
|
| | (iii)                                                                                                                                 |  | fulfil an agreement in which the Company has an option or
is obliged to purchase shares under an employee share scheme
previously approved by the Company in General Meeting; or
|
| | (iv)                                                                                                                                  |  | comply with an order of the court.                                                                                                                                              
|
| | Subject as aforesaid, such powers shall be exercisable by the Board upon
such terms and subject to such conditions as they think fit.
|

| | (B) | for the purpose of this Article shares shall mean shares of all
classes and securities which carry a right to subscribe or purchase, or
are otherwise convertible into, shares of the Company and an odd lot
of shares shall mean a number of shares less than the usual number
authorised for trading on a stock exchange in Hong Kong.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | Without prejudice to any rights or privileges for the time being
conferred on the holders of any existing shares or class of shares, any
share in the capital of the Company may be issued with such preferred,
deferred or other special rights or such restrictions, whether in regard
to dividend, return of capital, voting or otherwise as the Company may
from time to time by Ordinary Resolution determine (or in the absence of
any such determination or in so far as the same may not make specific
provision, as the Board may determine). Any share may be issued on the
terms that it is, or at the option of the Company or the holder thereof is
to be liable, to be redeemed on such terms and in such manner as the
Company may in accordance with the provisions of the Statutes prescribe
Provided that, where power is reserved to purchase for redemption a
redeemable share, purchases not made through the market or by tender shall
be limited to a maximum price as determined from time to time by the
Company in General Meeting and, if purchases are by tender, tenders shall
be available to all shareholders alike.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|6. |  | The Company may by Ordinary Resolution before the issue of any new
shares, determine that the same or any of them shall be offered, in the
first instance and either at par or at a premium, to all the then members
or to any class thereof for the time being in proportion (as nearly as
circumstances admit) to the number of shares or shares of the class held
by them respectively, or make any other provisions as to the issue of the
new shares, but in default of any such determination or so far as the same
shall not extend, the new shares may be dealt with as if they formed part
of the capital of the Company as at the date of the adoption of these
Articles as the Articles of Association of the Company, and shall be
subject to the provisions contained in these Articles with reference to
the payment of calls and instalments, transfer, transmission, forfeiture,
lien and otherwise.                                                                                                                                                                                                                               
|  
|7. |  | Subject to the provisions of the Statutes relating to authority to allot,
pre-emption rights and otherwise, these Articles and any resolution of the
Company relating thereto, the whole of the shares of the Company for the
time being unissued shall be under the control of the Board, who may allot
or otherwise dispose of the same to such persons, at such times and on
such terms and conditions as the Board may determine, with full power to
give to any person the option over any share for such time and for such
consideration as the Board think fit, but so that no share shall be issued
at a discount except as permitted by the Statutes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

-5-



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##### 





|8.  |  | In addition to all other powers of paying commissions, the Company (or
the Board on behalf of the Company) may exercise any powers conferred by
the Statutes of applying its shares or capital moneys in paying
commissions to persons subscribing or procuring subscriptions for shares
of the Company, or agreeing so to do, whether absolutely or conditionally
Provided that the rate per cent., or the amount of the commission paid or
agreed to be paid, shall be disclosed in the manner required by the
Statutes and shall not exceed 10 per cent. of the price at which the
shares in respect whereof the commission is paid are issued or an amount
equivalent thereto. The Company (or the Board on behalf of the Company)
may also on any issue of shares pay such brokerage as may be lawful.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|9.  |  | In the case of shares offered to the public for subscription the amount
payable on application on each share shall not be less than 5 per cent. of
the nominal amount of the share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|10. |  | The Company shall duly observe and comply with the provisions of the
Statutes applicable to any allotment of its shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|11. |  | The Company shall be entitled to treat the registered holder of any share
as the absolute owner thereof, and the Company shall not be bound by or
recognise any trust or any equitable, contingent, future or partial
interest in any share, or any interest in any fractional part of a share,
or (except only as by these Articles otherwise expressly provided or as
required by law) any other right in respect of any share except the
absolute right of the registered holder to the entirety thereof.                                                                                                                                                                                                                                                                                               

Certificates



|12. | (A) | The Company shall within one month after the allotment of any of its
shares or debentures and within ten business days (or such other period of
time as the Stock Exchange may from time to time specify in the Listing
Rules) after lodgement with the Company of any duly stamped and valid
transfer of any of its shares or debentures, complete and have ready for
delivery the certificates for the shares or the debentures so allotted or
transferred, unless the conditions of issue of the shares or debentures
otherwise provide.
|--- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (B) | Every certificate for shares or debentures shall be issued under
the Seal or under the Securities Seal and, subject as hereinafter
provided, shall bear the autographic signatures of two Directors or of
one Director and the Secretary Provided that the Board may by
resolution determine that such signatures or either of them shall be
dispensed with or shall be affixed by some method or system of
mechanical signature.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (C) | Certificates for shares or debentures registered in a branch
Register in a place for use in which the Company has an Official Seal
may be issued under such Official Seal in which event the certificates
need not be signed or authenticated except as required by the Statutes.                                                                                                                                                



|13. | (A) | Every member shall be entitled to one or several certificates for all
his shares of each class upon payment of such fee or fees as the Board
shall determine provided that such fee or fees shall not exceed the
maximum fees prescribed by the Stock Exchange from time to time in the
Listing Rules. In the case of any share registered in the names of two or
more persons the Company shall not be bound to issue more than one
certificate in respect thereof to all the joint holders, and delivery of
such certificate to any one of them shall be sufficient delivery to all.
Where a member transfers part of the shares to which any certificate
relates he shall be entitled to a certificate for the balance thereof upon
payment of a fee not exceeding the maximum fee prescribed by the Stock
Exchange from time to time in the Listing Rules. Every certificate shall
(subject where permitted by the Statutes to any resolution of the Board to
the contrary) specify the number and class and distinguishing numbers (if
any) of the shares to which it relates and the amount paid up thereon and,
where the share capital of the Company is divided into different classes
of shares, shall contain such words and/or statement as are required by
the Statutes.
|--- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-6-



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##### 





| | (B) | The Company shall provide standard and bulk securities registration
services and a certificate replacement service as prescribed in the
provisions regarding Trading and Settlement in Part A of Appendix 7 of
the Listing Rules, in each case at such fees payable to the Company for
such registration and/or replacement services as the Board shall
determine provided that such fees shall not exceed the maximum fees
prescribed by the Stock Exchange from time to time in the Listing
Rules.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|14. |  | If at any time all the issued shares of the Company, or all the issued
shares of a particular class, are fully paid up and rank pari passu for
all purposes, none of those shares shall thereafter (subject to a
resolution of the Board to the contrary) have a distinguishing number so
long as it remains fully paid up and ranks pari passu for all purposes
with all the shares of the same class for the time being issued and fully
paid up.                                                                                                                                     
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|15. |  | If any certificate shall be worn out, destroyed or lost, it may be
replaced upon payment of such fee, if any, not exceeding the maximum fees
prescribed by the Stock Exchange from time to time in the Listing Rules
together with the amount of any other costs and expenses which the Company
has incurred in connection therewith, and on such evidence being produced
as the Board shall require, and in the case of wearing out on delivering
up of the old certificate, and in the case of destruction or loss on
execution of such indemnity (if any) as the Board shall require.

Variation of Rights



|16. | (A) | Subject to the Statutes, the special rights attached to any class of
shares for the time being forming part of the capital of the Company may
be varied or abrogated either while the Company is a going concern or
during or in contemplation of a winding-up, with the consent in writing of
the holders of three-fourths in nominal value of the issued shares of the
class, or with the sanction of a Special Resolution passed at a separate
meeting of holders of the shares of the class. To every such separate
meeting all the provisions of these Articles relating to General Meetings
of the Company or the proceedings thereat shall mutatis mutandis apply,
except that the necessary quorum shall be two persons at least holding or
representing by proxy one-third in nominal value of the issued shares of
the class (but so that if at any adjourned meeting of such holders a
quorum as above defined is not present one person holding shares of the
class or his proxy shall be a quorum), and that every holder of shares of
the class present in person or by proxy shall, on a poll, have one vote in
respect of every share of the class held by him and shall be entitled to
demand a poll.
|--- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (B) | The special rights conferred upon the holders of any shares or
class of shares shall not, unless otherwise expressly provided in the
rights attaching to or the terms of issue of such shares, be deemed to
be varied by the creation or issue of further shares ranking pari passu
therewith.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Calls on Shares



|17. |  | The Board may from time to time make such calls as the Board may think
fit upon the members in respect of the amounts unpaid on their shares
(whether on account of the nominal amount of the shares or by way of
premium) and not by the conditions of allotment thereof made payable at
fixed times Provided that fourteen clear days notice at least shall be
given of each call, and that no call shall exceed one-fourth of the
nominal amount of the share in respect of which it is made, or be payable
within one month from the date fixed for payment of the last preceding
call.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|18. |  | Any call may be made payable either in one sum or by instalments, and
each member upon whom a call is made shall be liable to pay the amount of
the call to the person and at the time or times and place appointed by the
Board. A call may be revoked or the time fixed for its payment may be
postponed by the Board.                                                                                                                                                                                                                                                                    
|   
|19. |  | Notice of the persons appointed to receive payment of every call and of
the times and places appointed for payment shall be given to members by
notice to be inserted once in the Gazette and in one of the local
newspapers of Hong Kong.                                                                                                                                                                                                                                                                                                                                                  

-7-



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##### 





|20. |  | A copy of the notice referred to in the last preceding Article shall be
sent to members in the manner in which notices may be sent to the members
of the Company as hereinafter provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|21. |  | A call shall be deemed to have been made at the time when the resolution
of the Board authorising such call was passed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|22. |  | Joint holders of a share shall be jointly and severally liable for the
payment of all calls in respect thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|23. |  | The Board may make arrangements on the issue of shares for a difference
between the allottees or holders of such shares in the amount of calls to
be paid and the time of payment of such calls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|24. |  | Any sum which by the terms of issue of a share is made payable upon
allotment or at any fixed date, whether on account of the nominal amount
of the share or by way of premium, shall for all purposes of these
Articles, be deemed to be a call duly made and payable on such fixed date,
and in case of non-payment all the provisions of these Articles as to
payment of interest, forfeiture or otherwise shall apply as if such sum
were a call duly made and notified.                                                                                                                                                                                                
|   
|25. |  | If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall
pay interest on the sum from the day appointed for payment thereof to the
time of actual payment at the rate of 12 per cent. per annum, or at such
other rate of interest as the Directors may from time to time determine;
the Directors, however, shall be at liberty to waive payment of such
interest wholly or in part.                                                                                                                                                                                                
|   
|26. |  | The Board may, if they think fit, receive from any member willing to
advance the same all or any part of the moneys payable in respect of any
shares held by him beyond the amount of the calls actually made thereon;
and upon the moneys so advanced, or so much thereof as shall from time to
time exceed the amount of the calls due upon such shares, the Company may
pay interest at such rate not exceeding 5 per cent. per annum as the
member and the Board shall agree upon, but no part of such moneys shall be
included or taken into account in ascertaining the amount of the dividend
payable upon the shares in respect of which such advance has been made.

Forfeiture of Shares



|27. |  | If any member fails to pay the whole or any part of any call on or before
the day appointed for the payment thereof the Board may at any time
thereafter during such time as the call, or any part thereof, remains
unpaid, serve a notice on him requiring him to pay such call or such part
thereof as remains unpaid, together with any interest which may have
accrued and all expenses incurred by the Company as a result of the
non-payment.       
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|28. |  | The notice shall name a further day not being less than fourteen clear
days from the date of service of the notice on or before which and the
place where the payment required by the notice is to be made, and shall
state that, in the event of non-payment at or before the time and at the
place appointed, the shares in respect of which such call was made will be
liable to be forfeited.                                                         
|   
|29. |  | If the requirements of any such notice as aforesaid are not complied
with, any share in respect of which such notice has been given may at any
time thereafter, before payment of all calls, interest and expenses due in
respect thereof has been made, be forfeited by a resolution of the Board
to that effect. Such forfeiture shall include all distributions
attributable to the shares being forfeited and not actually made before
the forfeiture.
|   
|30. |  | A forfeited share may be sold, re-allotted or otherwise disposed of on
such terms and in such manner as the Board think fit, and at any time
before a sale or disposition the forfeiture may be cancelled on such terms
as the Board think fit.                                                                                                                                                                                                           

-8-



---



##### 





|31. |  | The Company may receive the consideration, if any, given for the share on
any sale, re-allotment or disposition thereof and the Board may authorise
some person to execute a transfer of the share in favour of the person to
whom the share is sold or otherwise disposed of and the latter person
shall thereupon be registered as the holder of the share and shall not be
bound to see to the application of the purchase consideration (if any),
nor shall his title to the share be affected by any irregularity or
invalidity in the proceedings in reference to the forfeiture, sale,
re-allotment or other disposal of the share.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|32. |  | A person whose shares have been forfeited shall cease to be a member in
respect of the forfeited shares, but shall, notwithstanding, remain liable
to pay to the Company all moneys which, at the date of forfeiture, were
payable by him to the Company in respect of the shares, but his liability
shall cease if and when the Company shall have received payment in full of
all such moneys in respect of the shares.                                                                                                                                                                                                                 
|   
|33. |  | A statutory declaration in writing that the declarant is a Director or
the Secretary of the Company, and that a share in the Company has been
duly forfeited on a date stated in the declaration, shall be conclusive
evidence of the facts therein stated as against all persons claiming to be
entitled to the share.                                                                                                                                                                                                                                                                                                                   

Lien



|34. |  | The Company shall have a first and paramount lien on every share (not
being a fully paid share) for all moneys, whether immediately payable or
not, called or payable at a fixed time in respect of such share. The
Company shall also have a first and paramount lien on every share (not
being a fully paid share) standing registered in the name of a member,
whether singly or jointly with any other person or persons, 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 in any person other than such
member and whether the time for the payment or discharge of the same shall
have actually arrived or not, and notwithstanding that the same are joint
debts or liabilities of such member or his estate and any other person,
whether a member of the Company or not. The Companys lien (if any) on a
share shall extend to all distributions of money and other assets
attributable to it. The Board may resolve that any share shall for some
specified period be wholly or in part exempt from the provisions of this
Article. Unless otherwise agreed, the registration of a transfer of any
share shall operate as a waiver of the Companys lien (if any) on such
share.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|35. |  | The Company may sell, in such manner as the Board think fit, any share on
which the Company has a lien, but no sale shall be made unless and until a
sum in respect of which the lien exists is immediately payable, nor until
the expiration of fourteen clear days after a notice in writing, stating
and demanding payment of such sum, and giving notice of intention to sell
in default, has been given to the holder for the time being of the share
or to the person entitled to the share by reason of his death or
bankruptcy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|36. |  | The net proceeds of such sale, after payment of the costs of such sale,
shall be applied in or towards payment or satisfaction of any sum
immediately payable in respect whereof the lien exists, and any residue
shall (subject to a like lien for such debts or liabilities in respect of
moneys not immediately payable as existed on the share prior to the sale)
be paid to the person entitled to the share immediately prior to the sale.
For giving effect to any such sale the Board may authorise some person to
transfer the share sold to the purchaser thereof. The purchaser shall be
registered as the holder of the share so transferred and shall not be
bound to see to the application of the purchase consideration, nor shall
his title to the share be affected by any irregularity or invalidity in
the proceedings in reference to the sale.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Transfer of Shares



|37. |  | Shares in the Company shall be transferred by instrument of transfer in
any usual or common form, or in such other form as shall be approved by
the Board. The instrument of transfer of a share (which need not be under
seal) shall be executed by or on behalf of the transferor and the
transferee in such manner and/or by such means as the Board may from time to time
(whether generally or in any particular case) approve, and the transferor
shall be deemed to remain the holder of the share until the name of the
transferee is entered in the Register in respect thereof.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### 





|38. |  | The Board may in their discretion, and without assigning any reason
therefor, decline to register any transfer of any share, which is not
fully paid up.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|   

|39. | (A) | The Board may also decline to recognise any instrument of transfer
unless:-
|--- | --- | ---------------------------------------------------------------------------



| | (i)   |  | the instrument of transfer duly stamped is deposited at the
Office or such other place as the Board may appoint, accompanied by
the certificate of the shares to which it relates, and such other
evidence as the Board may reasonably require to show the right of
the transferor to make the transfer;
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the instrument of transfer is in respect of only one class
of shares; and                                                                                                                                                                                                                               
|
| | (iii) |  | the instrument of transfer is in favour of not more than
four joint holders.                                                                                                                                                                                                                            
|

| | (B) | If the Board decline to register a transfer of any share, they
shall, within two months after the date on which the transfer was
lodged with the Company, send to the transferor and the transferee
notice of the refusal.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|40. |  | The Company shall not charge any fee of more than the maximum fee
prescribed by the Stock Exchange from time to time in the Listing Rules in
respect of the registration of any transfer, probate, letters of
administration, certificate of marriage or death, power of attorney, stop
notice, order of court or other document relating to or affecting the
title to any share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|41. |  | The registration of transfers may be suspended at such times and for such
periods as the Board may from time to time determine, and either generally
or in respect of any class of shares, provided always that such
registration shall not be suspended for more than thirty days in any
calendar year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|42. |  | All instruments of transfer which are registered may be retained by the
Company. The Company shall be entitled to destroy all instruments of
transfer of shares and all documents on the faith of which entries have
been made in the Register at any time after the expiration of six years
from the date of registration thereof and all dividend mandates and
notifications of change of name or address at any time after the
expiration of two years from the date of the recording thereof and all
share certificates which have been cancelled at any time after the
expiration of one year from the date of such cancellation and it shall
conclusively be presumed in favour of the Company that every instrument of
transfer so destroyed was a valid and effective instrument duly and
properly registered and every share certificate so destroyed was a valid
and effective document duly and properly cancelled and every other
document hereinbefore mentioned so destroyed as a valid and effective
document in accordance with the recorded particulars thereof in the books
or records of the Company provided that:-



| | (i)   |  | the provisions aforesaid shall apply only to the destruction of a
document in good faith and without notice of any claim (regardless of
the parties thereto) to which the document might be relevant;                                                                 
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | nothing herein contained shall be construed as imposing upon the
Company any liability in respect of the destruction of any document
earlier than as aforesaid or in any other circumstances which would not
attach to the Company in the absence of this Article; and
|
| | (iii) |  | references herein to the destruction of any document include
references to the disposal thereof in any manner.                                                                                                                                                        

-10-



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##### 



Transmission of Shares



|43. |  | Nothing in these Articles contained shall preclude the Board from
recognising renunciation of any share by the allottee thereof in favour of
some other person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|44. |  | In the case of the death of a member, the survivors or survivor where the
deceased was a joint holder, and the legal personal representatives of the
deceased where he was a sole or only surviving holder, shall be the only
persons recognised by the Company as having any title to his interest in
any share; but nothing contained in this Article shall release the estate
of a deceased joint holder from any liability in respect of any share
which had been jointly held by him with any other person.                                                                                                                                                                                                                                                                                                                                
|   
|45. |  | Any person becoming entitled to a share in consequence of the death or
bankruptcy of any member may, upon such evidence of his title being
produced as may from time to time be required by the Board (but subject to
the provisions hereinafter contained), elect either to be registered
himself as a member in respect of the share or to have some person
nominated by him registered as transferee thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|46. |  | If the person so becoming entitled shall elect to be registered himself,
he shall deliver or send to the Company a notice in writing signed by him
stating that he so elects. If he shall elect to have another person
registered he shall testify his election by executing a transfer of the
share to that person. All the limitations, restrictions and provisions of
these Articles relating to the right to transfer and the registration of
transfers of shares shall be applicable to any such notice or transfer as
aforesaid as if the death or bankruptcy of the member had not occurred and
the notice or transfer were a transfer signed by that member.                                                                                                                                                                            
|   
|47. |  | A person entitled to a share in consequence of the death or bankruptcy of
a member shall be entitled to receive and may give a discharge for all
dividends and other moneys payable in respect of the share, but he shall
not be entitled to receive notice of or to attend or vote at any meeting,
or, save as aforesaid, to exercise any of the rights and privileges of a
member, unless and until he shall have become a member in respect of the
share Provided that the Board may at any time give notice requiring any
such person to elect either to be registered himself or to transfer the
share, and if the notice is not complied with within ninety days the Board
may thereafter withhold payment of all dividends, or other moneys payable
in respect of the share until the requirements of the notice have been
complied with.

Stock



|48. |  | The Company may from time to time by Ordinary Resolution convert any paid
up shares into stock, and reconvert any stock into paid up shares of any
denomination. If and whenever any unissued shares of any class in the
capital of the Company for the time being shall have been issued and be
fully paid and at that time the shares of that class previously issued
stand converted into stock such further shares upon being fully paid and
ranking pari passu in all respects with the shares representing such stock
shall ipso facto be converted into stock transferable in the same units as
the existing stock of that class.                                                                                                                
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|49. |  | The holders of stock may transfer the same or any part thereof in the
same manner and subject to the same regulations as and subject to which
the shares from which the stock arose might previously to conversion have
been transferred, or as near thereto as circumstances will permit Provided
that the Board may from time to time, if they think fit, fix the minimum
amount of stock transferable, and direct that fractions of a Hong Kong
dollar or of any other sum shall not be dealt with, with power,
nevertheless, at their discretion, to waive such stipulations in any
particular case and Provided further that the minimum amount of stock
transferable shall not exceed the nominal amount of the shares from which
the stock arose.
|   
|50. |  | The stock shall confer on the holders thereof respectively the same
privileges and advantages as regards dividends, participation in assets on
a winding up, voting at meetings of the Company, and other matters as
would have been conferred by the shares from which the stock arose, but so
that none of such privileges or advantages (except participation in
dividends and profits of the Company and in assets on a winding up) shall
be conferred by an amount of the stock which would not, if existing in
shares, have conferred such privileges or advantages.                                                                                                                                                                              

-11-



---



##### 





|51. |  | All such provisions of these Articles as are applicable to paid up shares
shall apply to stock and in all such provisions the words share and
shareholder or member shall include respectively stock and
stockholder.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Alteration of Capital



|52. |  | The Company may from time to time by Ordinary Resolution increase its
capital by such sum to be divided into shares of such amount as the
resolution shall prescribe.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|53. |  | The Company may by Ordinary Resolution:-                                                                                                                             



| | (A)                                  | consolidate and divide all or any of its share capital into shares
of a larger amount than its existing shares; upon any consolidation of
fully paid up shares into shares of a larger amount, the Board may as
between the holders of shares to be consolidated determine which
particular shares are to be consolidated into each consolidated share,
and if it shall happen that any members 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 shall stand authorised to transfer the shares so sold to
the purchaser thereof and the validity of such transfer shall not be
questioned. The net proceeds of such sale shall be distributed among
the members who would otherwise be entitled to a fraction or fractions
of a consolidated share or shares rateably in accordance with their
rights and interests;
| | ------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (B)                                  | sub-divide its shares or any of them into shares of a smaller
amount than is fixed by the Memorandum of Association (subject
nevertheless to the Statutes) and so that the resolution whereby any
share is sub-divided may determine that, as between the holders of the
shares resulting from such sub-division, one or more of such shares may
have such preferred, deferred or other special rights or be subject to
any such restrictions, compared with the other share or shares, as the
Company has power to attach to new shares; or                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (C)                                  | cancel any shares which at the date of the passing of the
resolution have not been taken or agreed to be taken by any person and
diminish the amount of its share capital by the amount of the shares so
cancelled;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | and may also by Special Resolution:-
|
| | (D)                                  | reduce its share capital and any capital redemption reserve fund
and any share premium account in any manner authorised by the Statutes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

General Meetings



|54. |  | Except as provided by the Statutes the Company shall in each year hold a
General Meeting as its Annual General Meeting in accordance with the
requirements of the Statutes.                                                                                                                                                                                                                                                                                     
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|55. |  | Any General Meeting other than Annual General Meeting shall be called an
Extraordinary General Meeting.                                                                                                                                                                                                                                                                                                                                                         
|   
|56. |  | All General Meetings whether Annual or Extraordinary shall be held at
such time and place as the Board may determine.                                                                                                                                                                                                                                                                                                                                           
|   
|57. |  | The Board may, whenever they think fit, convene an Extraordinary General
Meeting, and an Extraordinary General Meeting shall also be convened upon
any requisition made in accordance with the Statutes, or in default may be
convened by such requisitionists as thereby provided. Any meeting
convened by requisitionists as aforesaid shall be convened in the same
manner, as nearly as possible, as that in which meetings are to be
convened by the Board.
|   

-12-



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##### 





|58. |  | In the case of an Annual General Meeting or any General Meeting convened
for the purpose of passing a Special Resolution, twenty-one clear days
notice at the least, and in any other case fourteen clear days notice at
the least, shall be given to all the members and to the Auditors for
the time being of the Company. The notice shall be exclusive of the day on
which it is served or deemed to be served and of the day for which it is
given and shall specify the place, the day and the hour of the meeting and,
in the case of special business, the general nature of that business and
such notice shall be given in manner hereinafter mentioned. Every notice of
an Annual General Meeting shall specify the meeting as such and every notice
of a General Meeting convened for passing a Special Resolution shall state
the intention to propose such Resolution as a Special Resolution.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|59. |  | In every notice calling a meeting of the Company there shall appear with
reasonable prominence a statement that a member entitled to attend and
vote is entitled to appoint one or more proxies to attend and vote instead
of him, and that a proxy need not also be a member. A proxy so appointed
shall also have the same right as the member to speak at the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|60. |  | Subject to the provisions of the Statutes, it shall be the duty of the
Company, on the requisition in writing of such number of members as is
specified in the Statutes and (unless the Company otherwise resolves) at
the expense of the requisitionists:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



| | (a)                                                                                                                                                                                                                                                                                                                                                                      |  | to give to members entitled to receive notice of the next Annual
General Meeting notice of any resolution which may properly be moved
and is intended to be moved at that meeting; and                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b)                                                                                                                                                                                                                                                                                                                                                                      |  | to circulate to members entitled to have notice of any General
Meeting sent to them any statement of not more than one thousand words
with respect to the matter referred to in any proposed resolution or
the business to be dealt with at that meeting.
|
| | Notice of any such resolution shall be given, and any such statement shall
be circulated, to members of the Company entitled to have notice of the
meeting sent to them, and notice of any such resolution shall be given to
any other member of the Company by giving notice of the general effect of
the resolution in accordance with the provisions of the Statutes.



|61. |  | The accidental omission to give notice of any meeting to, or the
non-receipt of notice of a meeting by, any person entitled to receive
notice shall not invalidate any resolution passed or proceedings at any
such meeting.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Proceedings at General Meetings



|62. |  | All business shall be deemed special that is transacted at an
Extraordinary General Meeting and also all business that is transacted at
an Annual General Meeting, with the exception of the receipt and
consideration of the profit and loss account, the balance sheet and group
accounts (if any) of the Company and the reports of the Board and Auditors
and other documents required to be annexed to the balance sheet, the
declaration of dividends, the election of Directors and other officers in
the place of those retiring and the appointment of, and the fixing of the
remuneration of, the Auditors.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|63. |  | When by any provision contained in the Statutes special notice is
required of a resolution, the resolution shall not be effective unless
notice of the intention to move it has been given to the Company not less
than twenty-eight clear days (or such shorter period as the Statutes may
allow) before the meeting at which it is moved, and the Company shall give
to the members notice of any such resolution as required by and in
accordance with the provisions of the Statutes.                                                                                                                            
|   
|64. |  | Save as in these Articles otherwise provided, ten members present in
person and entitled to vote shall be a quorum. No business shall be
transacted at any General Meeting unless a quorum is present.                                                                                                                                                                                                                                                                                                                                                                                                               

-13-



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##### 





|  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                       
|- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | 65. | If within half an hour after the time appointed for the meeting a quorum
is not present, the meeting, if convened by or upon the requisition of
members, shall be dissolved. If otherwise convened it shall stand
adjourned to the same day in the next week (or if that day be a public
holiday, then to the next business day following such public holiday), at
the same time and place or to such other day and at such other time and
place as the Board may determine and no notice of such adjournment need be
given and at such adjourned meeting the members present (whether in person
or by proxy), not being less than two, shall be a quorum.                                                                                                  
| 
|# | 66. | The Chairman of the Board, or in his absence the Vice Chairman appointed
by the Chairman to act in his stead, or in the absence of such Vice
Chairman, the other Vice Chairman (if any), shall preside as Chairman at every General Meeting, but if there is no such Chairman or Vice
Chairman, or if none of them is present within fifteen minutes after the
time appointed for holding the meeting or if none of them shall be willing
to act as Chairman, the Directors present shall choose one of their number
to act as Chairman of such meeting, and if there be no Director chosen who
shall be willing to act, the members present in person and entitled to vote
shall choose one of their own number to act as Chairman at such meeting.        
| 
|  | 67. | The Chairman may, with the consent of the meeting, adjourn the meeting
from time to time or sine die and from place to place, but no business
shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When a
meeting is adjourned sine die, the time and place for the adjourned
meeting shall be fixed by the Board. When a meeting is adjourned for
thirty days or more or sine die, seven clear days notice at the least of
the adjourned meeting shall be given in like manner as in the case of an
original meeting. Save as aforesaid, it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an
adjourned meeting.
| 
|  | 68. | Every question submitted to a General Meeting shall be determined in the
first instance by a show of hands of the members present in person, but a
poll may be demanded (before or upon the declaration of the result of the
show of hands) by the Chairman or by:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| 
|  |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | not less than five members present in person or by proxy having the
right to vote at the meeting; or                                                                                                                                                                  
| 
|  |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | a member or members present in person or by proxy representing not
less than one-tenth of the total voting rights of all the members
having the right to vote at the meeting; or                                                                                      
| 
|  |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | a member or members present in person or by proxy holding shares
conferring a right to vote at the meeting, being shares on which an
aggregate sum has been paid up equal to not less than one-tenth of the
total sum paid up on all the shares conferring that right.
| 
|  |     | Unless a poll is duly demanded in accordance with the foregoing provisions a
declaration by the Chairman that a resolution has been carried or lost or
has or has not been carried by any particular majority, and an entry to that
effect in the minutes of the proceedings of the Company, shall be conclusive
evidence of the fact without proof of the number, proportion or validity of
the votes recorded in favour of or against such resolution.                                                                                                                                                                                                                                                                                                    
| 
|  | 69. | If:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| 
|  |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any objection is raised to the qualification of any voter; or                                                                                                                                                                                                         
| 
|  |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any votes are counted which ought not to have been counted or which
might have been rejected; or                                                                                                                                                                      
| 
|  |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | any votes are not counted which ought to have been counted;                                                                                                                                                                                                           

#As amended by Special Resolution passed on 8 October 1999.

-14-



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##### 





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



|70. |  | If a poll is duly demanded it shall be taken in such manner as the
Chairman may direct (including the use of ballot or voting papers or
tickets) and the result of the poll shall be deemed to be the resolution
of the meeting at which the poll was demanded. The Chairman may appoint
scrutineers for the purposes of a poll, and may adjourn the meeting to
some place and time fixed by him for the purpose of declaring the result
of a poll.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|71. |  | A poll demanded on the election of a Chairman or on a question of
adjournment shall be taken at once. A poll demanded on any other question
shall be taken either at once or at such time and place as the Chairman
directs not being more than thirty days from the date of the meeting or
adjourned meeting at which the poll was demanded. No notice need be given
of a poll not taken immediately.                                             
|   
|72. |  | The demand for a poll shall not prevent the continuance of a meeting for
the transaction of any business other than the question on which the poll
has been demanded.                                                                                                                                                                                                                                                                              
|   
|73. |  | The demand for a poll may be withdrawn.                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|74. |  | In case of an equality of votes, whether on a show of hands or on a poll,
the Chairman of the meeting at which the show of hands takes place or at
which the poll is demanded, as the case may be, shall have a second or
casting vote.                                                                                                                                                                                                            

Voting



|75. |  | Subject to any special rights or restrictions as to voting attached to
any shares by or in accordance with these Articles, on a show of hands
every member who (being an individual) is present in person or (being a
corporation) is represented by proxy or in accordance with the Statutes
shall have one vote and on a poll every member present in person or by
proxy or (being a corporation) is represented by proxy or in accordance
with the Statutes shall have one vote for every share held by him.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|76. | (A) | Any corporation which is a member of the Company may, by resolution
of its Directors or other governing body, authorise such person as it
thinks fit to act as its representative at any meeting of the Company, or
at any meeting of any class of members of the Company, and the person so
authorised shall be entitled to exercise the same powers on behalf of the
corporation which he represents as that corporation could exercise if it
were an individual member of the Company.
|--- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (B) | Without prejudice and in addition to the foregoing, where that
member is a recognised clearing house within the meaning of the
Securities and Futures (Clearing House) Ordinance (Chapter 420 of the
Laws of Hong Kong), it may authorise such person or persons as it
thinks fit to act as its representative (or representatives) at any
members general meeting or any meeting of any class of members
provided that, if more than one person is so authorised, the
authorisation must specify the number and class of shares in respect of
which each such person is so authorised. The person so authorised will
be entitled to exercise the same power on behalf of the recognised
clearing house as that clearing house (or its nominees) could exercise
if it were an individual member of the Company.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|77. |  | Where there are joint holders of any share, any one of such persons may
vote at any meeting, either personally or by proxy, in respect of such
share as if he were solely entitled thereto Provided that if more than one
of such joint holders be present at any meeting personally or by proxy,
the person whose name stands first in the Register in respect of such
share shall alone be entitled to vote in respect thereof.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### 





|78. |  | A member of unsound mind, or who is a patient for the purposes of any
legislation relating to mental health, or in respect of whom an order has
been made by any court (whether in Hong Kong or elsewhere) having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll
by his committee, receiver, curator bonis, or other person in the like
nature appointed by such court, who may themselves vote on a poll by proxy
Provided that such evidence as the Board may require of the authority of
the person claiming to vote shall have been deposited at the Office not
less than forty-eight hours before the time for holding the meeting or
adjourned meeting at which such person claims to vote.                                                                                                                  
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|79. |  | No member shall, unless the Board otherwise determines, be entitled in
respect of shares held by him to be present or to vote at a General
Meeting either personally or by proxy or otherwise or to exercise any
other right conferred by membership in relation to meetings of the Company
if any call or other sum presently payable by him to the Company in
respect of such shares remains unpaid.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|80. |  | On a poll votes may be given either personally or by proxy and a member
entitled to more than one vote need not, if he votes on a poll, use all
his votes or cast all the votes he uses in the same way.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|81. |  | A member may appoint not more than two proxies to attend on the same
occasion which proxies may vote on behalf of the relevant member in
accordance with, and subject to the restrictions of, Article 75. A proxy
need not be a member of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|82. |  | Every instrument appointing a proxy shall be in writing under the hand of
the appointor or of his attorney duly authorised in writing or, if such
appointor is a corporation, under its common seal or under the hand of
some officer of the corporation duly authorised in that behalf. In the
case of an instrument of proxy purporting to be signed on behalf of a
corporation by an officer thereof it shall be assumed, unless the contrary
appears, that such officer was duly authorised to sign such instrument of
proxy on behalf of the corporation without further evidence of the fact.                                                                                                                                                                                                                                           
|   
|83. |  | The instrument appointing a proxy and, if required by the Company, the
power of attorney or other authority (if any) under which it is signed or
a notarially certified copy or office copy of such power or authority,
shall be deposited at the Office or at such other place within Hong Kong
as is specified for that purpose in the notice convening the meeting or in
any instrument of proxy sent by the Company in relation to the meeting,
not less than forty-eight hours before the time appointed for holding the
meeting or adjourned meeting, as the case may be, at which the person
named as proxy in such instrument proposes to vote, or, in the case of a
poll, not less than twenty-four hours before the time appointed for the
taking of the poll; and in default the instrument of proxy shall not be
treated as valid.
|   
|84. |  | No instrument appointing a proxy shall be valid after the expiration of
twelve months from the date of its execution, except at an adjourned
meeting or on a poll demanded at a meeting or an adjourned meeting in
cases where the meeting was originally held within twelve months from such
date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|85. |  | Instruments of proxy shall be in any common form or in such other form as
the Board may approve. The instrument of proxy, which need not be
witnessed, shall be deemed to confer authority to demand or join in
demanding a poll and to vote on any amendment of a resolution put to the
meeting for which it is given as the proxy thinks fit. The instrument of
proxy shall, unless the contrary is stated therein, be valid as well for
any adjournment of the meeting as for the meeting to which it relates.                                                                                                                                                                                                                                                                                                                             
|   

|86. | (A) | The Board shall at the expense of the Company send with all notices
convening General Meetings or meetings of any class of members of the
Company to the members entitled to vote thereat instruments of proxy (with
or without prepaid postage) with provision for two-way voting on all
resolutions intended to be proposed other than resolutions which are
merely procedural or relate to the fixing of Auditors remuneration.
|--- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (B) | Such instruments of proxy shall be issued to all the members
entitled to be sent a notice of the meeting and to vote thereat by
proxy, and not to some only of such members.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### 





|87. |  | The accidental omission to send out an instrument of proxy, whenever
necessary, to any member or the non-receipt of such instrument by any
member, shall not invalidate any resolution passed or proceedings at the
meeting to which the instrument of proxy relates.                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|88. |  | A vote given or poll demanded by proxy or by the duly authorised
representative of a corporation shall be valid notwithstanding the
previous death or insanity of the principal or revocation of the
appointing instrument, or of the authority under which the appointing
instrument was executed, provided that no intimation in writing of such
death, insanity or revocation shall have been received by the Company at
the Office (or at such other place in Hong Kong specified for the deposit
of instruments of proxies hereunder) before the commencement of the
meeting or adjourned meeting at which the appointing instrument is used.

Directors



|89. |  | Unless and until otherwise determined by the Company by Ordinary
Resolution the number of Directors shall not be subject to any maximum but
shall not be less than three.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|90. |  | A Director shall not be required to hold any shares of the Company by way
of qualification. A Director who is not a member of the Company shall
nevertheless be entitled to attend and speak at General Meetings or
meetings of the holders of any class of shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|91. |  | Any Director (other than an alternate Director) may at any time and from
time to time appoint any other Director or appoint any other person
approved by a majority of the other Directors for the time being to be his
alternate, and may at any time remove any alternate Director appointed by
him and (subject to such approval as aforesaid) appoint another in his
place. An alternate Director shall not be entitled to receive any
remuneration from the Company, nor shall it be necessary for him to
acquire or hold any share qualification, but he shall be entitled (subject
to his giving to the Company an address within Hong Kong at which notices
may be served on him) to receive notices of meetings of the Directors and
to attend and vote as a Director at any such meeting at which the Director
appointing him is not present, and generally at such meeting to exercise
all the powers, rights, duties and authorities of the Director appointing
him. An alternate Director who is also a Director or who acts as
alternate Director for more than one Director shall have one vote for
every Director represented by him in addition to his own vote if he is
also a Director. An alternate Director may be removed from office by a
resolution of the Board, and shall ipso facto cease to be an alternate
Director if his appointor ceases for any reason to be a Director Provided
that if any Director retires at a General Meeting but is re-elected by the
meeting or is, pursuant to the provisions of these Articles, deemed to be
re-elected at the meeting at which such retirement took effect, any
appointment made by him pursuant to this Article which was in force
immediately prior to his retirement shall continue to operate after such
re-election as if he had not so retired. Every person acting as an
alternate Director shall be an officer of the Company, and shall alone be
responsible to the Company for his own acts and defaults, and he shall not
be deemed to be the agent of or for the Director appointing him. All
appointments and removals of alternate Directors made by any Director in
pursuance of this Article shall be in writing under the hand of the
Director making the same and shall be sent to or left at the Office.
|   
|92. |  | The remuneration of the Directors shall be such sum or sums as the
Company may in General Meeting from time to time determine. The
Directors remuneration shall be deemed to accrue from day to day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|93. |  | The Directors shall be entitled to be paid all travelling, hotel and
other expenses properly incurred by them in or with a view to the
performance of their duties or in attending General Meetings or meetings
of the Board or Committees of the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|94. |  | If any Director, being willing and having been called upon to do so,
shall render or perform extra or special services of any kind including
services on any Committee of the Board, or shall travel or reside abroad
for any business or purposes of the Company, he shall be entitled to
receive such sum as the Board may think fit for expenses, and also such
remuneration as the Board may think fit, either as a fixed sum or as a
percentage of profits or otherwise, and such remuneration may, as the
Board shall determine, be either in addition to or in substitution for any
other remuneration he may be entitled to receive, and the same shall be charged as part of the
ordinary working expenses of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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##### 





|95. |  | Without prejudice to the provisions for retirement by rotation
hereinafter contained the office of a Director shall be vacated in any of
the events following, namely:-
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (A) | if (not being an executive Director holding office for a fixed
term) he resigns his office by notice in writing delivered to the
Office or submitted to a meeting of the Board or being an executive
Director or holding office for a fixed term his resignation in writing
is accepted by the Board;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (B) | if he becomes of unsound mind or a patient for the purposes of any
legislation (whether in Hong Kong or elsewhere) relating to mental
health and the Board resolve that his office is vacated;                                                                                                       
|
| | (C) | if, without leave, he is absent from meetings of the Board (whether
or not any alternate Director appointed by him attends) for three
consecutive meetings, and the Board resolve that his office is vacated;                                                                                        
|
| | (D) | if he becomes bankrupt or makes any arrangement or composition with
his creditors generally;                                                                                                                                                                                                         
|
| | (E) | if he is prohibited by law from being a Director;                                                                                                                                                                                                                                                    
|
| | (F) | if he ceases to be a Director by virtue of the Statutes or is
removed from office pursuant to these Articles;                                                                                                                                                                                        
|
| | (G) | if all the other Directors unanimously resolve that he be removed
as a Director.                                                                                                                                                                                                                     



|96. |  | Any Director may become or continue to be a director, managing director,
manager or other officer or member of any other company in which the
Company may be interested, and no such Director shall be accountable for
any remuneration or other benefits received by him as a director, managing
director, manager or other officer or member of any such other company.
The Board may exercise the voting power conferred by the shares in any
other company held or owned by the Company, or exercisable by them as
directors of such other company, in such manner in all respects as they
think fit (including the exercise thereof in favour of any resolution
appointing themselves or any of them as directors, managing directors,
managers or other officers of such company, or voting or providing for the
payment of remuneration to the directors, managing directors, managers or
other officers of such company).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

|97. | (A) | A Director who is in any way, whether directly or indirectly,
interested in a contract, transaction or arrangement or proposed contract,
transaction or arrangement with the Company (each being in paragraphs (A),
(B) and (C) of this Article referred to as a transaction) shall declare
the nature of his interest at a meeting of the Board in accordance with
the Statutes. For the purposes of this Article:-
|--- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) |  | a general notice given to the Directors by a Director
stating that, by reason of facts specified in the notice, he is to
be regarded as interested in transactions of any description which
may subsequently be made with any specified person, firm or
corporation after the date of such notice shall be a sufficient
declaration of his interest, so far as attributable to those facts,
in relation to any transaction of that description which may
subsequently be made by the Company Provided that no such general
notice shall have effect in relation to any transaction unless it
is given before the date on which the question of entering into the
transaction is first taken into consideration on behalf of the
Company; and
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-18-



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##### 





| | (ii) | an interest of which a Director has no knowledge and of
which it is unreasonable to expect him to have knowledge shall not
be treated as an interest of his.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (B) | A Director shall not, as a Director, vote in respect of any
transaction in which to his knowledge he has a material interest and
if he shall do so his vote shall not be counted, nor in relation
thereto shall be counted in the quorum present at the meeting, but (in
the absence of some other material interest than is mentioned below) none of these
prohibitions shall apply to:-
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i)   | the giving to any Director of any security or indemnity in
respect of money lent by him to or obligations incurred or
undertaken by him at the request of or for the benefit of the
Company or any of its subsidiaries; or                                                                                                                                            
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  | the giving by the Company or any of its subsidiaries of any
security or indemnity to a third party in respect of a debt or
obligation of the Company or any of its subsidiaries for which the
Director himself has assumed responsibility in whole or in part and
whether alone or jointly with others under a guarantee or indemnity
or by the giving of security; or
|
| | (iii) | any proposal concerning an offer of shares or debentures
or other securities of the Company or any other company which the
Company may promote or be interested in for subscription or
purchase where the Director is or is to be interested as a
participant in the underwriting or sub-underwriting of the offer;
or                                                
|
| | (iv)  | any transaction concerning any other corporation in which
the Director does not have a material interest (as defined below);
or                                                                                                                                                                                                                                       
|
| | (v)   | any proposal or arrangement concerning the benefit of
employees of the                                                                                                                                                                                                                                                                                                



| |  | Company or any of its subsidiaries including:-
| |  | ----------------------------------------------



| | (a) | the adoption, modification or operation of any employees
share scheme or any share incentive or share option scheme under
which the Director may benefit; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | the adoption, modification or operation of a pension fund
or retirement, death or disability benefits scheme;                                                



| |  | which relates both to Directors and employees of the Company or any of
its subsidiaries and does not provide in respect of any Director as such
any privilege or advantage which may not generally be accorded to the
class of persons to which such scheme or fund relates; or
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vi)  | any contract or arrangement in which the Director is
interested in the same manner as other holders of shares or
debentures or other securities of the Company by virtue only of his
interest in shares or debentures or other securities of the
Company; or
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (vii) | any contract for the purchase or maintenance for any
Director or Directors of insurance against liability;                                                                                                                                                  



| |  | and so that the interest of a Director shall not be treated as material
in the case of any transaction concerning any company other than the
Company in which the Director is interested, directly or indirectly,
whether as an officer or executive or shareholder, provided that he,
together with any of his associates, is not beneficially interested in
five per cent. or more of the issued shares of any class of such company
or of the voting rights thereof or of any third company through which
such interest is derived (any such interest being deemed for the purpose
of this Article to be a material interest in all the circumstances).
For the purpose of this paragraph (B), the term associate shall mean
in relation to such Director:-
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (I) | his spouse and any child or step-child under the age of
eighteen years of the Director or of his spouse (family
interests);
| | --- | -----------------------------------------------------------------------------------------------------------------------------

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##### 





| | (II)  | the trustees, acting in their capacity as such trustees, of
any trust of which he or any of his family interests is a
beneficiary or, in the case of a discretionary trust, is a
discretionary object; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (III) | any company in the equity capital of which he and/or his
family interests taken together are directly or indirectly
interested so as to exercise or control the exercise of thirty-five
per cent. (or, for so long as any share capital of the Company is
listed on the Stock Exchange, such lower amount as may from time to time be specified in
the Hong Kong Code on Takeovers and Mergers as being the level for
triggering a mandatory general offer) or more of the voting power at
general meetings, or to control the composition of a majority of the
board of directors and any other company which is its subsidiary or
holding company or a fellow subsidiary of any such holding company.



| | (C) | A Director may, as a Director, vote (and be counted in the quorum)
in respect of any transaction in which he has an interest which is not
a material interest or which falls within sub-paragraph (A)(ii) of this
Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (D) | Where proposals are under consideration concerning the appointment
(including fixing or varying the terms of appointment) of two or more
Directors to offices or employment with the Company or any company in
which the Company is interested, such proposals may be divided and
considered in relation to each Director separately, and in such case
each of the Directors concerned if he has no material interest (as
defined above) shall be entitled to vote (and be counted in the quorum)
in respect of each resolution except that concerning his own
appointment.                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (E) | If any question shall arise at any meeting as to the materiality of
a Directors interest or as to the entitlement of any Director to vote
and such question is not resolved by his voluntarily agreeing to
abstain from voting, such question shall be referred to the Chairman of
the meeting and his ruling in relation to any other Director shall be
final and conclusive except in a case where the nature or extent of the
interests of the Director concerned as known to such Director have not
been fairly disclosed.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (F) | Subject to the provisions of the Statutes a Director may hold any
other office or place of profit under the Company (other than the
office of Auditor) in conjunction with his office of Director for such
period and on such terms (as to remuneration and otherwise) as the
Board may determine and no Director or intended Director shall be
disqualified by his office from contracting with the Company either
with regard to his tenure of any such other office or place of profit
or as vendor, purchaser or otherwise, nor shall any such contract or
any contract or arrangement entered into by or on behalf of the Company
in which any Director is in any way interested, be liable to be
avoided, nor shall any Director so contracting or being so interested
be liable to account to the Company for any profit realised by any such
contract or arrangement by reason of such Director holding that office
or of the fiduciary relationship thereby established.
|
| | (G) | Any Director may himself or by his firm act in a professional
capacity for the Company, and he or his firm shall be entitled to
remuneration for professional services as if he were not a Director
Provided that nothing herein contained shall authorise a Director or
his firm to act as Auditor to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Borrowing Powers



|98. |  | The Board on behalf of the Company may exercise all the powers of the
Company to borrow any sum or sums of money, to give guarantees or
indemnities and to mortgage or charge its undertaking, property and
uncalled capital, or any part thereof, and to issue debentures and other
securities whether outright or as collateral security for any debt,
liability or obligation of the Company or of any third party and on such
terms and conditions (including, but without prejudice to the generality
of the foregoing, as regards attending and voting at General Meetings of
the Company) as may be thought expedient.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|99. |  | The Board shall cause a proper register to be kept in accordance with the
provisions of the Statutes of all charges specifically affecting property
of the Company and of all floating charges on the undertaking or any
property of the Company and shall duly comply with the requirements of the
Statutes in regard to the registration of charges therein specified.                                                                                                                                                                                                                                                     

-20-



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Powers of the Board



|100. |  | The business of the Company shall be managed by the Board, who may
exercise all such powers of the Company and do on behalf of the Company
all such acts as are within the scope of the Memorandum and Articles of
Association of the Company and as are not by the Statutes or by these
Articles required to be exercised or done by the Company in General
Meeting, subject nevertheless to any regulations of these Articles, to the
provisions of the Statutes and to such regulations, being not inconsistent
with the said regulations or provisions, as may be prescribed by the
Company in General Meeting, but no regulation made by the Company in
General Meeting shall invalidate any prior act of the Board which would
have been valid if such regulation had not been made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|101. |  | The Directors may establish and maintain or procure the establishment and
maintenance of any contributory or non-contributory pension or
superannuation funds or death or disability benefits for the benefit of,
or give or procure the giving of donations, gratuities, pensions,
allowances or emoluments to, any persons who are or were at any time in
the employment or service of the Company or of any company which is
subsidiary of the Company or is allied or associated with the Company or
with any such subsidiary company or who are or were at any time Directors
or officers of the Company or of any such other company as aforesaid and
holding or who have held any salaried employment or office in the Company
or such other company and the wives, widows, families and dependants of
any such persons. The Directors may also establish and subsidise or
subscribe to any institutions, associations, clubs or funds calculated to
be for the benefit of or to advance the interests and well-being of the
Company or of any such other company as aforesaid or of any such persons
as aforesaid and may make payments for or towards the insurance of any
such persons as aforesaid and subscribe or guarantee money for charitable
or benevolent objects or for any exhibition or for any public, general or
useful object. The Directors may do all or any of the matters aforesaid,
either alone or in conjunction with any such other company as aforesaid.
Any Director holding any such employment or office shall be entitled to
participate in and retain for his own benefit any such donation, gratuity,
pension, allowance or emolument.
|    

|102. | (A) | The Board may establish any committee, local board, or agency for
managing any of the affairs of the Company, either in Hong Kong or
elsewhere, and may lay down, vary or annul such rules and regulations as
they may think fit for the conduct of the business thereof, and may
appoint any person to be a member of any such committee or local board or
any manager or agent, and may fix their remuneration, and may delegate to
any such committee, local board, manager or agent any of the powers,
authorities and discretions vested in the Board, with power to
sub-delegate and may authorise the members of any such committee or local
board, or any of them, to fill any vacancies therein and to act
notwithstanding vacancies, and any such appointment or delegation may be
made upon such terms 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 no persons dealing in good faith and without
notice of any such annulment or variation shall be affected thereby.
|---- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (B) | The Board may from time to time, and at any time, by power of
attorney under the Seal appoint any person or persons to be the
attorney or attorneys of the Company for such purposes and with such
powers, authorities and discretion (including power to sub-delegate)
and for such period and subject to such conditions as the Board may
from time to time think fit, and any such appointment may (if the Board
think fit) be made in favour of any of the Directors or of the members
or any one or more of the members of any such committee or local board
established as aforesaid, or in favour of any company, or of the
members, directors, nominees, or managers of any company or firm, or
otherwise in favour of any fluctuating body of persons whether
nominated directly or indirectly by the Board, and any such power of
attorney may contain such provisions for the protection or convenience
of persons dealing with any such attorney as the Board think fit.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (C) | The Company or the Board on behalf of the Company may exercise the
powers conferred by the Statutes with regard to having an Official Seal
for use abroad and with regard to the keeping of a branch Register in
any place.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

-21-



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##### 



Rotation, Retirement and Removal of Directors



|103. |  | Subject to Article 112(B) and to the other provisions of these Articles,
at the Annual General Meeting in each year, one-third of the Directors for
the time being (or, if their number is not a multiple of three, the number
nearest to but not greater than one-third) shall retire from office. A
retiring Director shall retain office until the conclusion of the meeting
or adjourned meeting at which he is due to retire.                                                                                                                                                                                                                                                  
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|104. |  | Subject to the provisions of the Statutes and of these Articles and until
otherwise determined by the Company by Ordinary Resolution the Directors
to retire in every year shall be the Directors who have been longest in
office since their last election or appointment. As between Directors of
equal seniority, the Directors to retire shall (unless such Directors of
equal seniority shall agree otherwise amongst themselves) be selected from
among them by lot. A retiring Director shall be eligible for re-election.                                                                                                                                                   
|    
|105. |  | The Company at the meeting at which a Director retires in manner
aforesaid may fill the vacated office by electing a person thereto. If at
any such meeting the place of a retiring Director is not filled, the
retiring Director shall, if willing to act, be deemed to have been
re-elected, unless at such meeting it is resolved not to fill such vacated
office, or unless a motion for the re-election of such Director shall have
been put to the meeting and lost.                                                                                                                                                                                                          
|    
|106. |  | No person, not being a Director retiring at the meeting or a person
recommended by the Board, shall be eligible for election as a Director at
any General Meeting unless during a period of not less than seven nor more
than forty-eight days ending not more than seven days before the day
appointed for the meeting there has been delivered to the Office notice in
writing signed by a member (not being the person to be proposed) duly
qualified to be present and vote at the meeting for which such notice is
given of his intention to propose such person for election, and also
notice in writing signed by the person to be proposed of his willingness
to be elected.
|    
|107. |  | The Company may from time to time by Ordinary Resolution increase the
number of Directors and may make the appointments necessary for effecting
any such increase, and may also determine in what rotation such increased
number is to retire from office.                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|108. |  | Except so far as the Statutes otherwise allow, at a General Meeting the
appointment of Directors shall be voted on individually.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|109. |  | The Board shall have power at any time, and from time to time, to appoint
any person as a Director, either to fill a casual vacancy, or as an
addition to the Board, but so that the total number of Directors shall not
at any time exceed the maximum number (if any) fixed by or in accordance
with these Articles. Subject to the provisions of these Articles, any
Director so appointed by the Board shall retire at the next Annual General
Meeting but shall then be eligible for re-election and any Director who so
retires shall not be taken into account in determining the number of
Directors who are to retire by rotation at such meeting.                         
|    
|110. |  | The Company may by Special Resolution remove any Director before the
expiration of his period of office as Director (including an executive
Director but without prejudice to any claim he may have for damages under
any contract between him and the Company) and may by Ordinary Resolution
appoint another person to be a Director in his stead. The person so
appointed shall be subject to retirement at the same time as if he had
become a Director on the day on which the Director in whose place he is
appointed was last appointed a Director.                                                                                                                          
|    
|111. |  | The Company shall, in accordance with the provisions of the Statutes,
keep at the Office a register containing such particulars with respect to
the Directors and Secretary of the Company as are required by, and shall
from time to time notify the Registrar of any change in such register and
of the date of such change in manner prescribed by, the Statutes.                                                                                                                                                                                                                                                                                                                

-22-



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Executive Directors



|112. | (A) | The Board may from time to time appoint one or more of their number
to be the holder of any executive office (including that of executive
Chairman) on such terms and for such period as they think fit and, subject
to the terms of any contract between him and the Company, may at any time
revoke any such appointment.
|---- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (B) | The appointment of any Director as Chairman or Managing or Joint
Managing or Deputy or Assistant Managing Director shall automatically
determine if he ceases to be a Director but without prejudice to any
claim for damages for breach of any contract between him and the
Company. A Director appointed as an executive Chairman or as Managing
or Joint Managing Director shall not while holding such office be
subject to retirement by rotation or taken into account in determining
the rotation of retirement of Directors.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|113. |  | The remuneration of an executive Director shall be fixed by the Board and
may be by way of salary or commission or participation in the profits, or
by any or all of those modes or otherwise.                                                                                                                                                                                                                                               
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|114. |  | The Board may entrust to and confer upon any executive Director any of
the powers, authorities and discretions exercisable by them as Directors,
other than the power to make calls or forfeit shares, upon such terms and
conditions and with such restrictions as they think fit, and either
collaterally with or to the exclusion of their own powers and may from
time to time revoke, withdraw, alter or vary all or any of such powers.

Proceedings of the Board



|115.  |  | The Board may meet together for the despatch of business, adjourn, and
otherwise regulate their meetings and proceedings as they think fit and
determine the quorum necessary for the transaction of business. Until
otherwise determined three Directors shall be a quorum. Questions arising
at any meeting of the Board shall be decided by a majority of votes. In
case of an equality of votes the Chairman shall have a second or casting
vote.                                                                                                                                                                                                                                          
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|116.  |  | The continuing Directors may act notwithstanding any vacancy in their
body Provided that in case the Directors shall at any time be reduced in
number to less than the minimum number fixed by or in accordance with
these Articles, it shall be lawful for the continuing Director or
Directors to act for the purpose of filling vacancies or summoning a
General Meeting, but not for any other purpose.                                                                                                                                                                                                                                                                                    
|     
|117.  |  | A Director may, and on the request of a Director the Secretary shall, at
any time summon a meeting of the Board. It shall not be necessary to give
notice of a meeting of the Board to any Director for the time being absent
from Hong Kong.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|#118. |  | The Board may from time to time elect a Chairman and up to two Vice
Chairmen of the Board and determine the period for which they are
respectively to hold office. The Chairman so elected, or in his absence
the Vice Chairman appointed by the Chairman to act in his stead, or in the
absence of such Vice Chairman, the other Vice Chairman (if any), shall
preside at all meetings of the Board, but if no such Chairman or Vice
Chairman be elected, or if at any meeting the Chairman, or any Vice
Chairman be not present within five minutes after the time appointed for
holding the same, the Directors present shall choose one of their number
to act as Chairman of such meeting.
|     
|119.  |  | A meeting of the Board at which a quorum is present shall be competent to
exercise all or any of the powers, authorities and discretions by or under
these Articles vested in or exercisable by the Directors generally.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|120.  |  | The Board may delegate all or any of their powers to Committees
consisting of such person or persons (whether a member or members of their
body or not) as they think fit. All Committees so formed shall, in the
exercise of the powers so delegated, conform to any regulations that may
be imposed upon them by the Board. The meetings and proceedings of any
such Committee consisting of two or more persons shall be governed by the
provisions in these Articles contained for regulating the meetings and
proceedings of the Board so far as the same are applicable thereto and are
not superseded by any regulations made by the Board under this Article.                          

#As amended by Special Resolution passed on 8 October 1999.

-23-



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##### 





|121. |  | All acts done by any meeting of the Board, or of a Committee of the
Board, or by any person acting as a Director, shall, as regards all
persons dealing with the Company in good faith notwithstanding it be
afterwards discovered that there was some defect in the appointment of any
such Director or person acting as aforesaid, or that they, or any of them
were disqualified, or had vacated office or were not entitled to vote, be
as valid as if every such person had been duly appointed and was qualified
or had continued to be a Director and had been entitled to vote.                                                                                       
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|122. |  | A resolution signed by all the Directors (or their alternates) for the
time being entitled to receive notice of a meeting of the Board shall be
as valid and effectual as a resolution passed at a meeting of the Board
duly convened and held and may consist of several documents in like form
each signed by one or more Directors (or his or their alternates). A
resolution transmitted by a Director (or his alternate) to the Company by
telegram, telex, telecopier or other facsimile equipment shall be deemed
to be a document signed by him for the purposes of this Article.                                                                                     
|    
|123. |  | Any Director or the Secretary or any person appointed by the Board for
the purpose shall have power to authenticate any documents affecting the
constitution of the Company and any resolution passed by the Company or
the Board or any Committee of the Board and any books, records, documents
and accounts relating to the business of the Company and to certify copies
thereof or extracts therefrom as true copies or extracts; and where any
books, records, documents or accounts are elsewhere than at the Office the
local manager or other officer of the Company having the custody thereof
shall be deemed to be the person appointed by the Board as aforesaid.
|    
|124. |  | A document purporting to be a copy of a resolution or an extract from the
minutes of a meeting of the Board or of a Committee of the Board which is
certified as such in accordance with the provisions of the last preceding
Article shall be conclusive evidence in favour of all persons dealing with
the Company upon the faith thereof that such resolution has been duly
passed or as the case may be that such extract is a true and accurate
record of a duly constituted meeting of the Board or of the Committee.                                                                                                                                                   
|    
|125. |  | The Board shall cause minutes to be entered in books kept for the purpose
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 any Committee of the Board; and         
|
| | (C) | all resolutions and proceedings at all meetings of the Company and
of the Board and of Committees of the Board.



| |  | Any such minutes if purporting to be signed by the Chairman of the meeting
at which the proceedings took place or by the Chairman of the next
succeeding meeting shall be evidence of the proceedings.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Secretary



|126. |  | Subject to the provisions of the Statutes a Secretary shall be appointed
by the Board to hold office on such terms and for such period as they may
think fit. Any Secretary so appointed may at any time be removed from
office by the Board, but without prejudice to any claim for damages for
breach of any contract of service between him and the Company. The Board
may also appoint from time to time on such terms and for such period as
they may think fit one or more Assistant or Deputy Secretaries.                                                                                                                                                                       
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|127. |  | Anything required or authorised by the Statutes to be done by or to the
Secretary may, if the office is vacant or there is for any other reason no
Secretary capable of acting, be done by or to any Assistant or Deputy
Secretary or, if there is no Assistant or Deputy Secretary capable of
acting by or to any officer of the Company authorised generally or
specially in that behalf by the Board Provided that any provision of these
Articles or the Statutes requiring or authorising a thing to be done by or
to a Director and the Secretary shall not be satisfied by its being done
by or to the same person acting both as Director and as, or in place of,
the Secretary.

-24-



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##### 



|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                      |  | 
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|The Seal 
|         
|128.      |  | The Board shall provide for the safe custody of the Seal and any
Securities Seal and neither shall be used without the general or special
authority of the Board or of a Committee of the Board authorised by the
Board in that behalf and every instrument to which any such Seal (subject
to the provisions hereof as to certificates for shares or debentures) is
affixed shall be signed by a Director and shall be countersigned by a
second Director or the Secretary or some other person duly authorised by
the Board.                                                                                                                                                                                                                                                                                                              
|         
|Reserves 
|         
|129.      |  | The Board may, before recommending any dividend, whether preferential or
otherwise, carry to reserve out of the profits of the Company (including
any premiums received upon the issue of debentures or other securities of
the Company) such sums as they think proper as a reserve or reserves which
shall, at the discretion of the Board, be applicable for any purpose to
which the profits of the Company may be properly applied, and pending such
application may, at the like discretion, either be employed in the business
of the Company or be invested in such investments (other than shares of
the Company, or of its holding company, if any) as the Board may from time
to time think fit. The Board may also without placing the same to reserve
carry forward any profits which they may think prudent not to distribute.
|         
|Dividends
|         
|130.      |  | The profits of the Company available for dividend and determined to be
distributed shall be applied in the payment of dividends to the members in
accordance with their respective rights and priorities. The Company in
General Meeting may by Ordinary Resolution declare dividends accordingly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|         
|131.      |  | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | In respect of any dividend declared or sanctioned by the Board or
proposed to be declared or sanctioned by the Company in General Meeting
the Board may determine and announce, prior to or contemporaneously with
the declaration or sanction of the dividend in question (and provided that
an adequate number of unissued shares are available for the purpose):-



| | (i) |  | that members will be entitled to elect to receive in lieu
of such dividend (or such part thereof as the Board may think fit)
an allotment of shares credited as fully paid. In any such case
the following provisions shall apply:-
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | the basis of allotment shall be determined by the
Board;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the Board, after determining the basis of
allotment, shall give notice in writing to the members of the
right of election accorded to them and of the record date
relating thereto and shall send with or following such notice
forms of election specifying 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (c) |  | the right of election accorded to members as
aforesaid may be exercised in whole or in part; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (d) |  | 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 of which the share election
has been duly exercised (the elected shares) and in lieu
thereof additional shares shall be allotted credited as fully
paid to the holders of the elected shares on the basis of
allotment determined as aforesaid and for such purpose the
Board shall capitalise and apply out of any sum standing to the
credit of any of the Companys reserve accounts (including,
subject to Article 140 of these Articles, any sum standing to
the credit of the share premium account or capital redemption
reserve fund) or to the credit of the profit and loss account
or any sum otherwise available for distribution and not
required for paying the fixed dividends on any shares entitled
to fixed preferential dividends with or without further
participation in profits 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 unissued shares for
allotment and distribution to and amongst the holders of the
elected shares on such basis; or

-25-



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##### 





| | (ii) |  | that members will receive in lieu of such dividend (or such
part thereof as the Board may think fit) an allotment of shares
credited as fully paid provided that members are at the same time
accorded the right to elect to receive such dividend (or part
thereof as the case may be) in cash in lieu of such allotment. In
any such case the following provisions shall apply:-
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | the provisions set out in sub-paragraphs (a), (b)
and (c) of paragraph (i) above; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | such dividend (or the relevant part thereof as
aforesaid) shall not be payable on shares in respect of which
the cash election has not been duly exercised (the non-elected
shares) and in lieu thereof shares shall be allotted credited
as fully paid to the holders of the non-elected shares on the
basis of allotment determined as aforesaid and for such purpose
the Board shall capitalise and apply out of any sum standing to
the credit of any of the Companys reserve accounts (including,
subject to Article 140 of these Articles, any sum standing to
the credit of the share premium account or capital redemption
reserve fund) or to the credit of the profit and loss account
or any sum otherwise available for distribution and not
required for paying the fixed dividends on any shares entitled
to fixed preferential dividends with or without further
participation in profits as the Board may determine a sum equal
to the aggregate nominal amount of shares to be allotted on
such basis and apply the same in paying up in full the
appropriate number of unissued shares for allotment and
distribution to and amongst the holders of the non-elected
shares on such basis.



| | (2) |  | The shares allotted pursuant to the provisions of paragraph (1)
above shall rank pari passu in all respects with the fully paid shares
then in issue save only as regards participation in the relevant
dividend (or share or cash election in lieu).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (3) |  | The Board may do all acts and things considered necessary or
expedient to give effect to any capitalisation pursuant to the
provisions of paragraph (1) above, with full power to the Board to make
such provisions as they think fit in the case of shares becoming
distributable in fractions (including provisions whereby, in whole or
in part, fractional entitlements are aggregated and sold and the net
proceeds distributed to those entitled, or are disregarded or rounded
up or down or whereby the benefit of fractional entitlements accrues to
the Company rather than to the members concerned). The Board may
authorise any person to enter into, on behalf of all members
interested, an agreement with the Company providing for such
capitalisation and matters incidental thereto and any agreement made
pursuant to such authority shall be effective and binding on all
concerned.
|
| | (4) |  | The Board may on any occasion determine that rights of election
under paragraph (1)(i) of this Article and the allotment of shares
under paragraph (1)(ii) of this Article shall not be made available or
made to any members with registered addresses in any territory where in
the absence of a registration statement or other special formalities
the circulation of an offer of such rights of election or the allotment
of shares would or might be unlawful, and in such event the provisions
aforesaid shall be read and construed subject to such determination.                                                                                                                                                                                                                                                                                                                               



|132. |  | No dividend shall be payable except out of the profits of the Company or
in excess of the amount recommended by the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|133. |  | Subject to the rights of persons (if any) entitled to shares with special
rights as to dividend, all dividends shall be declared and paid according
to the amounts paid up on the shares in respect whereof the dividend is
paid, but no amount paid up on a share in advance of calls shall be
treated for the purposes of this Article as paid up on the share. All
dividends shall be apportioned and paid pro rata according to the amounts
paid up on the shares during any portion or portions of the period in
respect of which the dividend is paid except that if any share is issued
on terms providing that it shall rank for dividend as if paid up (in whole or in part) as from
a particular date such share shall rank for dividend accordingly.

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##### 





|134. |  | The Board may if they think fit 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. If at any time the share capital of the Company is divided
into different classes the Board may pay such interim dividends in respect
of those shares in the capital of the Company which confer on the holders
thereof deferred or non-preferential rights as well as in respect of those
shares which confer on the holders thereof preferential rights with regard
to dividend, and provided that the Board act bona fide they shall not
incur any responsibility to the holders of shares conferring any
preference for any damage they may suffer by reason of the payment of any
interim dividend on any shares having deferred or non-preferential rights.
The Board may also pay half-yearly or at other suitable intervals to be
settled by them any dividend payable at a fixed rate if they are of the
opinion that the profits justify the payment.                                                                                                                                                                                                                                                 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|135. |  | The Board may deduct from any dividend or other moneys payable to any
member on or in respect of a share all sums of money (if any) immediately
payable by him to the Company on account of calls or otherwise in relation
to the shares of the Company held by him.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|136. |  | All dividends unclaimed for one year after having been declared may be
invested or otherwise made use of by the Board for the benefit of the
Company until claimed. If any dividend shall have remained unclaimed for
at least six years after the same becomes payable the Board may forfeit
the same. After such forfeiture no member or other person shall have any
right to or claim in respect of such dividend but the Board may
nevertheless in its absolute discretion make an ex gratia payment equal to
the whole or part of such dividend to the member or other person who could
have claimed that dividend immediately before it was forfeited. No
dividend shall bear interest against the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|137. |  | Any one of two or more joint holders may give effectual receipts for any
dividends or other moneys payable or property distributable in respect of
the shares held by such joint holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|138. |  | Any dividend, interest or other sum payable in cash to the holder of
shares may be paid by cheque or warrant sent through the post addressed to
the holder at his registered address or, in the case of joint holders,
addressed to the holder whose name stands first in the Register in respect
of the shares at his registered address as appearing in the Register, or
addressed to such person and at such address as the holder or all of the
joint holders may in writing direct. Every such cheque or warrant shall,
unless the holder or all of the joint holders otherwise direct, be made
payable to the order of the holder or, in the case of joint holders, to
the order of all of the joint holders, and shall be sent at his or their
risk and payment of the cheque or warrant by the bank on which it is drawn
shall constitute a good discharge to the Company. Subject to the consent
of the Company, any dividend, interest or other sum payable in cash to the
holder of shares may be paid, at the risk of the holder, by direct bank
transfer or in such other manner as the holder or, in the case of joint
holders, all of the joint holders may in writing request and compliance
with such a request shall constitute a good discharge to the Company.

-27-



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##### 





|139. |  | Any General Meeting declaring a dividend may direct payment of such
dividend wholly or in part by the distribution of specific assets, and in
particular of paid up shares or debentures of any other company, or in any
one or more of such ways, and the Board shall give effect to such
resolution, and where any difficulty arises in regard to the distribution
they may settle the same as they think expedient, and in particular may
issue fractional certificates and may fix the value for distribution of
such specific assets or any part thereof and may determine that cash
payments shall be made to any members upon the footing of the value so
fixed in order to adjust the rights of all parties, and may vest any such
specific assets in trustees upon such trusts for the persons entitled to
the dividend as may seem expedient to the Board and may appoint any person
to sign any instruments of transfer and any other documents deemed to be
expedient by the Board on behalf of the persons entitled to the dividend
and such appointment shall be effective.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Capitalisation of Reserves



|140. |  | The Company may by Ordinary Resolution upon the recommendation of the
Board, resolve that it is desirable to capitalise any part of the amount
for the time being standing to the credit of any of the Companys reserve
accounts (but subject as hereinafter provided as to any sum standing to
the credit of share premium account or capital redemption reserve fund) or
to the credit of the profit and loss account or otherwise available for
distribution and not required for paying the fixed dividends on any shares
entitled to fixed preferential dividends with or without further
participation in profits and that the Board be accordingly authorised and
directed to appropriate the profits or sum so resolved to be capitalised
as capital to the members in the proportion in which such profits or sum
would have been divisible amongst them had the same been applied or been
applicable in paying dividends on the shares held by them on such date as
shall be fixed by or in accordance with such resolution, and to apply such
profits or sum on their behalf, either in or towards paying up the
amounts, if any, for the time being unpaid on any shares or debentures
held by such members respectively, or in the paying up in full of unissued
shares or debentures of the Company of a nominal amount equal to such
profits or sum, such shares or debentures to be allotted and distributed,
credited as fully paid up, to and among such members in the proportion
aforesaid, or partly in one way and partly in the other Provided always
that the share premium account or capital redemption reserve fund may, for
the purpose of this Article, only be applied in the paying up of unissued
shares to be issued to members as fully paid.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|141. |  | Whenever such a resolution as aforesaid shall have been passed the Board
shall make all appropriations and applications of the undivided profits or
sum resolved to be capitalised thereby, and all allotments and issues of
fully paid shares or debentures, if any, and generally shall do all acts
and things required to give effect thereto with full power to the Board to
make such provision by the issue of fractional certificates or by payment
in cash or otherwise as they think fit for the case of shares or
debentures becoming distributable in fractions and also to authorise any
person to enter on behalf of all members entitled thereto into an
agreement with the Company providing for the allotment to them
respectively, credited as fully paid up, of any shares to which they may
be entitled as the result of such capitalisation, and any agreement made
under such authority shall be effective and binding upon all such members.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Accounts



|142. |  | The Board shall cause proper books of account to be kept with respect
to:-
|---- |  | --------------------------------------------------------------------------



| |  | (A)                                                                                                                                                                                                          |  | all sums of money received and expended by the Company and the
matters in respect of which the receipt and expenditure takes place;
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------
|
| |  | (B)                                                                                                                                                                                                          |  | all sales and purchases of goods by the Company; and                                                                               
|
| |  | (C)                                                                                                                                                                                                          |  | the assets and liabilities of the Company.                                                                                         
|
| |  | Proper books shall not be deemed to be kept if there are not kept such
books of account as are necessary to give a true and fair view of the state
of the Companys affairs and to explain its transactions.

-28-



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|143. |  | The accounting records shall be kept at the Office, or subject to the
provisions of the Statutes at such other place as the Board shall think
fit, and shall at all times be open for inspection by the officers of the
Company but no member (not being such an officer) shall have any right to
inspect any book, account or document of the Company, except as conferred
by the Statutes, or authorised by the Board or by an Ordinary Resolution
of the Company.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|144. |  | The Board shall from time to time, in accordance with the provisions of
the Statutes, cause to be prepared and to be laid before the Company in
General Meeting such profit and loss accounts, balance sheets, group
accounts (if any) and reports as are specified in the Statutes.                                                                                                                                                                                



|*145. |  | (A) |  | Subject to Article 145(B), a copy of the Relevant Financial
Documents and/or a copy of the Summary Financial Report (where the
recipient has, in accordance with and if required by the Statutes and
other applicable laws, rules and regulations, consented or is deemed to
have consented to receiving the Summary Financial Report in place of the
Relevant Financial Documents) shall, not less than twenty-one clear days
before the relevant General Meeting, be delivered or sent by post to the
registered address of every Entitled Person and to the Auditors and the
required number of copies of each of the Relevant Financial Documents and
the Summary Financial Report, if published, shall at the same time be
forwarded to the Stock Exchange.                                    
|----- |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | (B) |  | Subject to the Company complying with the Statutes and any other
applicable laws, rules and regulations from time to time in force with
regard to any requirements for the obtaining of consent (or deemed
consent) from any Entitled Person (a Consenting Person) and/or for
giving a Notice of Publication (as defined in Article 148) to any such
Consenting Person, the Company may treat the publication of the
Relevant Financial Documents and/or the Summary Financial Report (as
the case may be) on the Companys computer network, to which such
person may have access, throughout the period beginning not less than
twenty-one clear days before the relevant General Meeting, as
discharging the Companys obligation to send to him a copy of such
documents under Article 145(A).



|146. |  | Every account of the Board when audited and approved by an Annual General
Meeting shall be conclusive except as regards any error discovered therein
within three months next after the approval thereof. Whenever any such
error is discovered within that period the account shall forthwith be
corrected, and thenceforth shall be conclusive.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Audit



|147. |  | Auditors shall be appointed and their duties regulated in accordance with
the Statutes.
|---- |  | ---------------------------------------------------------------------------------------

Notices



|*148. |  | (1) |  | Subject to Article 148(2) any notice, document or other publication
by the Company (including any corporate communication as defined in the
Listing Rules) 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 or
wrapper addressed to a member at his registered address as appears
in the Register (or in the case of other person, to such address as
he may provide under Article 150);
|
| |  |  |  | (C) |  | by delivering or leaving it at such address as aforesaid;                                                                                                                                                                        



|* | As amended by Special Resolution passed on 5 May 2003.
|- | ------------------------------------------------------

-29-



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##### 





| | (D) |  | by placing an advertisement in English in at least one
English language newspaper or publication and in Chinese in at
least one Chinese language newspaper or publication, being in each
case a newspaper or publication specified in the list thereof
issued and published in the Gazette for the purposes of Section 71A
of the Companies Ordinance (Chapter 32) (including any statutory
modification or re-enactment thereof) by the Chief Secretary for
Administration for such period as the Board may think fit;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (E) |  | by sending or transmitting it as an Electronic
Communication to the relevant person at such electronic address as
he may provide under Article 150, subject to the Company complying
with the Statutes and any other applicable laws, rules and
regulations from time to time in force with regard to any
requirements for the obtaining of consent (or deemed consent) from
such person;                                                                                                                              
|
| | (F) |  | by publishing it on the Companys computer network to which
the relevant person may have access, subject to the Company
complying with the Statutes and any other applicable laws, rules
and regulations from time to time in force with regard to any
requirements for the obtaining of consent (or deemed consent) from
such person and/or for giving notification to any such person
stating that the notice, document or publication is available on
the Companys computer network (a Notice of Publication); or
|
| | (G) |  | by sending or otherwise making it available to such person
through such other means to the extent permitted by and in
accordance with the Statutes and other applicable laws, rules and
regulations.                                                                                                                                                                                                                                                                                                                   



| | (2) |  | Any Notice of Publication may be given or issued by any of the
means mentioned in Article 148(1), other than the means specified in
paragraph (F) thereof.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



|149. |  | All notices required to be given to the members shall, with respect to
any share to which persons are jointly entitled, be given to whichever of
such persons is named first in the Register in respect of the joint
holding and notice so given shall be sufficient notice to all the joint
holders.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|*150. |  | Every member of and holder of debentures of the Company or a person who
is entitled to receive notice from the Company under the provisions of the
Statutes or these Articles shall register with the Company an address
either in Hong Kong or elsewhere and/or an electronic address to which
notices can be served upon him and if any such person shall fail to do so,
notice may be served on such person by sending the same in any of the
manners mentioned to his last known registered address or electronic
address, or if there is none, a notice displayed in the Office shall be
deemed to be well served on him at the time when it is first so displayed.
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|*151. |  | Any notice, document or other publication (including any corporate
communication as defined in the Listing Rules) given or issued by or on
behalf of the Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



| | (A) |  | if served by post, shall be deemed to have been served or delivered
on the day following that on which the envelope or wrapper containing
the same is put into a post office situated within Hong Kong and in
proving such service or delivery it shall be sufficient to prove that
the envelope or wrapper containing the notice, document or publication
was properly addressed, prepaid and put into such post office and a
certificate in writing signed by the Secretary or other officer of the
Company that the envelope or wrapper containing the notice, document or
publication was so addressed, prepaid and put into the post office
shall be conclusive evidence thereof;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (B) |  | if sent or transmitted as an Electronic Communication, shall be
deemed to have been served at the time when the notice, document or
publication is transmitted electronically provided that no notification
that the Electronic Communication has not reached its recipient has
been received by the sender, except that any failure in transmission
beyond the senders control shall not invalidate the effectiveness of
the notice, document or publication being served;                                                                                                                                                                                                          

*As amended by Special Resolution passed on 5 May 2003.

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---



##### 





| | (C) |  | if published on the Companys computer network, shall be deemed to
have been served on the day on which the notice, document or
publication first so appears on the Companys computer network to which
the relevant person may have access or the day on which the Notice of
Publication is deemed to have been served or delivered to such person
under these Articles, whichever is later;
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (D) |  | if served or delivered in person, shall be deemed to have been
served or delivered at the time of personal service or delivery and in
proving such service or delivery, a certificate in writing signed by
the Secretary or other officer of the Company that the notice, document
or publication was so served or delivered shall be conclusive evidence
of the service or delivery; or     
|
| | (E) |  | if published as an advertisement in a newspaper or other
publication permitted under Article 148(1)(D), shall be deemed to have
been served on the day on which the advertisement first so appears.                                                                                                                                                                                          



|*152. |  | Any notice or document delivered or sent to any member in such manner as
provided in Article 148 shall, if such member be then deceased, and
whether or not the Company has notice of his death, be deemed to have been
duly served on his legal personal representative.                                                                                                                                               
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|*153. |  | Every person who, by operation of law, transfer, transmission, or other
means whatsoever, shall become entitled to any share, shall be bound by
every notice in respect of such share, which, previously to his name and
address (including electronic address) being entered in the Register as
the registered holder of such share, shall have been duly given to the
person from whom he derives title to such share.
|     
|*154. |  | Subject to any applicable laws, rules and regulations and the terms of
these Articles, any notice, document or publication, including but not
limited to the documents referred to in Article 145 and any corporate
communication as defined in the Listing Rules, may be given in the
English language only, in the Chinese language only or in both the English
language and the Chinese language.                  

Winding up



|155. |  | If the Company shall be wound up, the liquidator may, with the sanction
of a Special Resolution of the Company and with any other sanction
required by the Statutes, divide amongst the members in specie or kind the
whole or any part of the assets of the Company (whether they shall consist
of property of the same kind or not) and may, for such purpose set such
value as he deems fair upon any property to be divided as aforesaid and
may determine how such division shall be carried out as between the
members or different classes of members. The liquidator may, with the
like sanction, vest the whole or any part of such assets in trustees upon
such trusts for the benefit of the contributories as the liquidator, with
the like sanction, shall think fit but so that no member shall be
compelled to accept any shares or other securities whereon there is any
liability.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Indemnity



|156. |  | Subject to the provisions of the Statutes, every Director or other
officer or Auditor for the time being of the Company shall be indemnified
out of the assets of the Company against all costs, charges, expenses,
losses and liabilities which he may sustain or incur in or about the
execution of his office or otherwise in relation thereto.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|* | As amended by Special Resolution passed on 5 May 2003.
|- | ------------------------------------------------------

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##### 



Head Office



|157. |  | The head office of the Company shall be at the Office, which shall be in
Hong Kong, and the business of the Company shall be carried on there, and
at such other place or places as the Board may deem advisable.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Secrecy



|158. |  | No member shall be entitled to require discovery of or any information
respecting any detail of the Companys trading or any matter which is or
may be in the nature of a trade secret, mystery of trade, or secret
process which may relate to the conduct of the business of the Company and
which in the opinion of the Board it will be inexpedient in the interests
of the members of the Company to communicate to the public.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-32-