THE COMPANIES ORDINANCE (CHAPTER 32)
 Company Limited by Shares
 ARTICLES OF ASSOCIATION
(inclusive amendments up to 16 September 2008)
 OF
 CHINA UNICOM  LIMITED
 PRELIMINARY
 1.
    
    The regulations in Table A in the First Schedule to the Ordinance shall not apply to the
Company.
 INTERPRETATION
 2.
    (a)
    
    In these Articles save where the context otherwise requires:associatein relation to any Director, has the meaning ascribed to it under the Listing
Rules;Auditorsmeans the Auditors of the Company for the time being;Chairmanmeans the Chairman presiding at any meeting of members or the Board;Companymeans the above-named Company;Boardand Directorsmeans the directors for the time being of the Company or the
Directors present at a duly convened meeting of directors at which a quorum is present;callincludes any instalment of a call and, in the application of provisions of these
Articles to forfeiture of shares, a sum which, by the terms of issue of a share, is
payable at a fixed time either in respect of the nominal value of the share or by way of
premium;capitalmeans the share capital from time to time of the Company;Clearing Houseshall mean a recognised clearing house within the meaning of Schedule 1 to
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);Dividendincludes distributions in specie or in kind, capital distributions and
capitalisation issues;Dollars& $means dollars in the lawful currency of Hong Kong;Hong Kongmeans the Hong Kong Special Administrative Region of the Peoples Republic of
China;




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Listing Rulesmeans the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited;monthmeans calendar month;Officemeans the registered office of the Company for the time being;paid upincludes credited as paid up;Ordinancemeans the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), and
includes every other ordinance incorporated therewith or substituted therefor, and in the
case of any such substitution the references in these Articles to the provisions of the
Ordinance shall be read as references to the provisions substituted therefor in the new
ordinance;Registermeans the register of members of the Company kept pursuant to the Ordinance and
includes any branch register kept pursuant to the Ordinance;Sealmeans the common seal of the Company or any official seal that the Company may have
as permitted by the Ordinance;Secretarymeans the person or persons appointed for the time being to perform for the
Company the duties of a secretary;sharemeans a share in the capital of the Company and includes stock except where a
distinction between stock and shares is expressed or implied;Stock Exchangemeans The Stock Exchange of Hong Kong Limited;these Articlesmeans these Articles of Association in their present form or as altered
from time to time;in writingand writtenshall 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 Ordinance and any other applicable laws,
rules and regulations, any visible substitute for writing (including a communication sent
by electronic transmission in any form through any medium), or modes of representing or
reproducing words partly in one visible form and partly in another visible form.(b)
    
    In these Articles, if not inconsistent with the subject or context, words importing
the singular number only shall include the plural number and vice versa, words importing
any gender shall include all other genders and references to persons shall include
corporations (acting, where applicable, by their duly authorised representatives).(c)
    
    Subject as aforesaid, any words defined in the Ordinance shall, if not inconsistent
with the subject or context, bear the same meaning in these Articles.
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(d)
    
    The headings and any marginal notes are inserted for convenience only and shall not
affect the construction of these Articles.
 THE OFFICE
 3.
    
    The Office shall be at such place in Hong Kong as the Directors shall from time to time
appoint.
 SHARES
 4.
    
    Shares may be issued with a preferential or qualified right to dividends and in the
distribution of assets of the Company and with a special, or without any right of voting.
    
    6(1)95.
    
    Without prejudice to any special rights, privileges or restrictions for the time being
attached to any issued shares, any unissued or forfeited shares may be issued or re-issued
upon such terms and conditions, and with such rights, privileges and restrictions attached
thereto, whether in regard to dividends, voting, repayment or redemption of share capital, or
otherwise, as the Company may, subject to the Ordinance, from time to time determine or, in
the absence of any such determination, as the Directors shall determine.6.
    
    The Board may, subject to the approval by the shareholders in general meeting, issue warrants
to subscribe for any class of shares or securities of the Company on such terms as the Board
may from time to time determine. Where warrants are issued to bearer, no certificate thereof
shall be issued to replace one that has been lost unless the Board is satisfied beyond
reasonable doubt that the original certificate thereof has been destroyed and the Company has
received an indemnity in such form as the Board shall think fit with regard to the issue of
any such replacement certificate.
 7.
    
    Save as provided by contract or the Ordinance or these Articles to the contrary, all unissued
shares shall be at the disposal of the Directors who may allot, grant options over or
otherwise deal with or dispose of the same to such persons, at such times, for such
consideration and generally upon such terms and conditions as they shall in their absolute
discretion think fit, provided that no shares of any class shall be issued at a discount
except in accordance with section 50 of the Ordinance.
    
    2(2)8.
    
    The Company may make arrangements on the issue of shares for a difference between the holders
of such shares in the amount of calls to be paid and the time of payment of such calls.9.
    
    If by the conditions of allotment of any shares the whole or part of the issue price thereof
shall be payable by instalments, every such instalment shall, when due, be paid to the Company
by the person who for the time being and from time to time shall be the registered holder of
the shares, or his legal personal representative.10.
    
    Subject to the provisions of section 49 of the Ordinance, any preference share may, with the
sanction of a special resolution, be issued on the terms that it is, or at the option of the
Company is liable, to be redeemed.11.
    
    Subject to the provisions of these Articles, except as required by law or ordered by a court
of competent jurisdiction, no person shall be recognised by the Company as holding any share
upon any trust, and except as aforesaid, the Company shall not be bound by or required in any
way to recognise any contingent, future, partial or
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equitable interest in any share or in any
fractional part of a share or any other right in respect of any share or any other claim to or
in respect of any such share on the part of any person (even when having notice thereof)
except an absolute right to the entirety thereof in the registered holder.
 12.
    
    The Company may in connection with the issue of any shares exercise all powers of paying
interest out of capital and of paying commission and brokerage conferred or permitted by the
Ordinance.13.
    
    No person shall become a member until his name shall have been entered into the Register.
    
    1(1)
 13A.
    
    Whenever any fractions arise as a result of an issue of shares by the Company, the Board may,
on behalf of the members, deal with the fractional shares in such manner as it thinks fit. In
particular, without limitation, the Board may sell the fractional share to which any members
would otherwise become entitled to any person and may retain the net proceeds of sale for the
benefit of the Company or distribute the net proceeds of sale in due proportion among those
members so entitled. For this purpose, the Board may authorise any person to execute and
deliver as transferor a form of transfer or other instrument or instruction of transfer of the
fractional shares to the purchaser thereof, who shall not be bound to see to the application
of the purchase money.
 JOINT HOLDERS OF SHARES
 14.
    
    Where two or more persons are registered as the holders of any share they shall be deemed to
hold the same as joint tenants with benefit of survivorship, subject to the following
provisions:
 (a)
    
    the Company shall not be bound to register more than four persons as the holders of
any shares except in the case of the legal personal representatives of a deceased member;
    
    1(3)(b)
    
    the joint holders of any shares shall be liable severally as well as jointly in
respect of all payments which ought to be made in respect of such shares;(c)
    
    on the death of any one of such joint holders the survivor or survivors shall be
the only person or persons recognised by the Company as having any title to such shares,
but the Directors may require such evidence of death as they may deem fit;(d)
    
    any one of such joint holders may give effectual receipts for any dividend, bonus
or return of capital payable to such joint holders; and(e)
    
    the Company shall be at liberty to treat the person whose name stands first in the
Register as one of the joint holders of any shares as solely entitled to delivery of the
certificate relating to such shares, or to receive notices from the Company, or to attend
or vote at general meetings of the Company, and any notice given to such person shall be
deemed notice to all the joint holders; but any one of such joint holders may be
appointed the proxy of the persons entitled to vote on behalf of such joint holders, and
as such proxy to attend and vote at general meetings of the Company, but if more than one
of such
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joint holders be present at any meeting personally or by proxy that one so
present whose name stands first in the Register in respect of such shares shall alone be
entitled to vote in respect thereof.
 SHARE CERTIFICATES
 15.
    
    Every person whose name is entered as a member in the Register shall be entitled without
payment to receive within two months after allotment or lodgment of an instrument of transfer
duly stamped, or within such other period as the conditions of issue shall provide, one
certificate for all his shares of any particular class, or if he shall so request, upon
payment of a fee (not exceeding HK$2.50 or such greater sum as the Stock Exchange may from
time to time permit) for every certificate after the first, as the Directors shall from time
to time determine, such number of certificates for shares in Stock Exchange board lots or
multiples thereof as he shall request and one for the balance (if any) of the shares in
question, provided that in the event of a member transferring part of the shares represented
by a certificate in his name a new certificate in respect of the balance thereof shall be
issued in his name without payment and, in the case of a share or shares held jointly by
several persons the Company shall not be bound to issue a certificate or certificates to each
such person, and the issue and delivery of a certificate or certificates to one of several
joint holders shall be sufficient delivery to all such holders.
    
    1(1)16.
    
    Every share certificate shall be issued under the Seal (which for this purpose may be any
official seal as permitted by section 73A of the Ordinance) and shall specify the number and
class of shares and, if required, the distinctive numbers thereof, to which the certificate
relates, and the amount paid up thereon and may otherwise be in such form as the Board may
from time to time determine. If at any time the share capital of the Company is divided into
different classes of shares, every share certificate issued at that time shall comply with
section 57A of the Ordinance, and no certificate shall be issued in respect of more than one
class of shares.
    
    2(1)
 17.
    
    Subject to section 71A of the Ordinance, if any share certificate shall be worn out, defaced,
destroyed or lost, it may be replaced on payment of such fee, if any (not exceeding HK$2.50 or
such greater sum as the Stock Exchange may from time to time permit), on such evidence being
produced as the Directors shall require, and in case of wearing out or defacement, on delivery
up of the old certificate, and in case of destruction or loss, on the execution of such
indemnity (if any), as the Directors may require. In case of destruction or loss, the person
to whom such replacement certificate is given shall also bear and pay to the Company all
expenses incidental to the investigation by the Company of the evidence of such destruction or
loss and of the production of such indemnity.
 CALLS ON SHARES
 18.
    (a)
    
    The Directors may from time to time make calls upon the members in respect of all moneys
unpaid on their shares whether on account of the nominal value of the shares or by way of
premium but subject always to the terms of issue of such shares, and any such call may be made
payable by instalments.
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(b)
    
    Each member shall, subject to receiving at least fourteen days notice specifying
the time or times and place of payment, pay to the Company the amount called on his
shares and at the time or times and place so specified. The non-receipt of a notice of
any call by, or the accidental omission to give notice of a call to, any of the members
shall not invalidate the call.
 19.
    
    A call shall be deemed to have been made at the time when the resolution of the Directors
authorising such call was passed. A call may be revoked, varied or postponed as to all or any
of the members liable therefor as the Directors may determine. A person on whom a call is made
will remain liable for calls made upon him notwithstanding the subsequent transfer of the
shares in respect whereof the call was made.20.
    
    If any part of a call is not paid before or on the day appointed for payment thereof, the
person from whom the payment is due shall be liable to pay all costs, charges and expenses
that the Company may have incurred by reason of such non-payment together with interest on the
outstanding part thereof at such rate as the Directors shall determine (not exceeding twenty
per cent. per annum) from the day appointed for the payment of such call or instalment to the
time of discharge thereof in full; but the Directors may, if they shall think fit, waive the
payment of such costs, charges, expenses or interest or any part thereof.21.
    
    If, by the terms of the issue of any shares or otherwise, any amount is made payable upon
allotment or at any fixed time, whether on account of the nominal amount of the shares or by
way of premium, every such amount shall be payable as if it were a call duly made and payable
on the date on which by the terms of issue the same becomes payable; and all the provisions
hereof with respect to the payment of calls and interest thereon, or to the forfeiture of
shares for non-payment of calls shall apply to every such amount and the shares in respect of
which it is payable in the case of non-payment thereof.22.
    
    The Directors may, if they shall think fit, receive from any member willing to advance the
same (either in money or moneys worth) all or any part of the moneys uncalled and unpaid or
instalments payable upon any shares held by him; and upon all or any of the moneys so paid in
advance the Directors may (until the same would, but for such payment in advance, become
presently payable) pay interest at such rate as may be agreed upon between the member paying
the moneys in advance and the Directors (not exceeding twenty per cent. per annum). But a
payment in advance of a call shall not entitle the shareholder to receive any dividend or to
exercise any other rights or privileges as a shareholder in respect of the share or the due
portion of the shares upon which payment has been advanced by such shareholder before it is
called. The Directors may also at any time repay the amount so advanced upon giving to such
member one months notice in writing unless before the expiration of such notice the amount so
advanced shall have been called up on the shares in respect of which it was advanced.
    
    3(1)
 23.
    
    On the trial or hearing of any action for the recovery of any money due for any call, it
shall be sufficient to prove that the name of the member sued is entered in the Register as
the holder, or one of the holders, of the shares in respect of which such money is due; that
the resolution making the call is duly recorded in the minute book of the Company; and that
notice of such call was duly given to the member sued in pursuance of these Articles, and it
shall not be necessary to prove the appointment of the Directors who made such call, nor any
other matter whatsoever,
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but the proof of the matters aforesaid shall be conclusive evidence
that the money is due.
 24.
    
    No member shall, unless the Directors otherwise determine, be entitled to receive any
dividend or bonus, or to receive notice of or to be present or vote at any general meeting,
either personally or (save as proxy for another member) by proxy, or to exercise any
privileges as a member, or be reckoned in a quorum, until he shall have paid all calls or
other sums for the time being due and payable on every share held by him, whether alone or
jointly with any other person, together with interest and expenses (if any).
 FORFEITURE
 25.
    
    If any member fails to pay in full any call or any instalment of a call on the day appointed
for payment thereof, the Directors may at any time thereafter, during such time as any part of
the call remains unpaid without prejudice to the provisions of Article 24, serve a notice on
him requiring him to pay so much of the call as is unpaid together with interest accrued and
any expenses incurred by reason of such non-payment.26.
    
    The notice shall name a further day (not being less than fourteen days from the date of the
notice) on or before which such call or part thereof and all interest accrued and expenses
incurred by reason of such non-payment are to be paid, and it shall also name the place where
payment is to be made, such place being either the Office, or some other place at which calls
of the Company are usually made payable. The notice shall also 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 is payable will be liable to forfeiture.27.
    
    If the requirements with regard to payment of any such notice as aforesaid be not complied
with, any shares in respect of which such notice has been given may, at any time thereafter
and before the payment required by the notice has been made, be forfeited by a resolution of
the Directors to that effect, and any such forfeiture shall extend to all dividends and
bonuses declared in respect of the shares so forfeited but not payable until after such
forfeiture. The Directors may accept surrender of any shares liable to be forfeited hereunder
and in such cases references in the Articles to forfeiture shall include surrender.28.
    
    Any shares so forfeited shall be deemed for the purposes of this Article to be the property
of the Company and may be sold, re-allotted or otherwise disposed of either subject to or
discharged from all calls made prior to the forfeiture, to any person, upon such terms as to
subscription price and otherwise and in such manner and at such time or times as the Directors
think fit. For the purpose of giving effect to any such sale or other disposition the
Directors may authorise the transfer of the shares so sold or otherwise disposed of to the
purchaser thereof or any other person becoming entitled thereto. The Directors shall account
to the person whose shares have been forfeited with the balance (if any) of monies received by
the Company in respect of those shares after deduction of expenses of forfeiture, sale or
disposal of the shares and any amount due to the Company in respect of the shares.29.
    
    The Directors may, at any time before any shares so forfeited shall have been sold,
re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as
they think fit or permit the share forfeited to be redeemed upon the
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terms of payment of all
calls and interest due thereon and all expenses incurred in respect of the share, and upon
such further terms (if any) it thinks fit.
 30.
    
    Any person whose shares have been forfeited shall cease to be a member in respect of the
forfeited shares but shall notwithstanding the forfeiture be and 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, together with interest thereon from the date of forfeiture until
payment at such rate as the Directors may prescribe (not exceeding twenty per cent. per
annum), and the Directors may enforce the payment of such moneys or any part thereof and
without any deduction or allowance for the value of the shares at the date of forfeiture, 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. For the purposes of
this Article any sum which, by the terms of issue of a share payable thereon at a fixed time
which is subsequent to the date of forfeiture, whether on account of the nominal value of the
share or by way of premium, shall notwithstanding that that time has not yet arrived be deemed
to be payable at the date of forfeiture, and the same shall become due and payable immediately
upon the forfeiture, but interest thereon shall only be payable in respect of any period
between the said fixed time and the date of actual payment.31.
    
    When any shares have been forfeited, notice of the resolution shall be given to the member in
whose name it stood immediately prior to the forfeiture and an entry shall be made in the
Register recording the forfeiture and the date thereof but no forfeiture shall be in any
manner invalidated by any omission or neglect to give such notice or make any such entry, and
so soon as the shares so forfeited have been sold or otherwise disposed of an entry shall also
be made of the manner and date of the sale or disposal thereof.
 LIEN
 32.
    
    The Company shall have a first and paramount lien on every share (not being a fully paid-up
share) for all moneys outstanding in respect of such share whether presently payable or not,
and the Company shall also have a first and paramount lien on every share (other than fully
paid-up shares) 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, whether the same shall have been incurred before or after notice has been given
to the Company of any interest of any person other than such member, and whether the time for
the payment or discharge of the same shall have already 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 or not. The Companys lien on a share shall extend to all dividends
payable thereon. The Directors may at any time either generally or in any particular case
waive any lien that has arisen, or declare any share to be wholly or in part exempt from the
provisions of this Article.
    
    1(2)33.
    
    The Company may sell in such manner as the Directors think fit any share on which the Company
has a lien, but no sale shall be made unless some sum in respect of which the lien exists is
presently payable or the liability or engagement in respect of such lien exists is liable to
be presently fulfilled or discharged, nor until the expiration of fourteen days after a notice
in writing stating and demanding payment of the sum presently payable and giving notice of
intention to sell in default shall have been given to the holder for the time being of the
share or the person entitled
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thereto by reason of his death, bankruptcy or winding-up or
otherwise by operation of law or court order.
 34.
    
    The net proceeds of such sale after payment of the costs of such sale shall be applied in or
towards payment or satisfaction of the debts or liabilities in respect whereof the lien exists
so far as the same are presently payable and any residue shall (subject to a like lien for
debts or liabilities not presently payable as existed upon the shares prior to the sale) be
paid to the person entitled to the shares at the time of the sale. For giving effect to any
such sale the Directors may authorise some person to transfer the shares so sold to the
purchaser thereof and may enter the purchasers name in the Register as holder of the shares,
and the purchaser shall not be bound to see to the application of the purchase money, nor
shall his title to the shares be affected by any irregularity or invalidity in the proceedings
in reference to the sale.35.
    
    A statutory declaration in writing that the declarant is a Director or the Secretary of the
Company and that a share has been duly forfeited or surrendered or sold 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. Such declaration and the receipt of the Company
for the consideration (if any) given for the share on the sale, re-allocation or disposal
thereof together with the share certificate delivered to a purchaser or allottee thereof shall
(subject to the execution of a transfer if the same be required) constitute a good title to
the share and the person to whom the share is sold, re-allotted or disposed of shall be
registered as the holder of the share and shall not be bound to see to the application of the
purchase money (if any) nor shall his title to the share be affected by any irregularity or
invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or
disposal of the share.
 TRANSFER OF SHARES
 36.
    
    The instrument of transfer of any shares in the Company shall be in writing in the usual
common form or in such other form as the Board may accept and may be under hand only or, if
the transferor or transferee is a Clearing House (or its nominee), by hand or by machine
imprinted signature or by such other manner of execution as the Board may approve from time to
time and shall be executed by or on behalf of the transferor and by or on behalf of the
transferee. The transferor shall remain the holder of the shares concerned until the name of
the transferee is entered in the Register in respect thereof. Nothing in these Articles shall
preclude the Board from recognising a renunciation of the allotment or provisional allotment
of any share by the allottee in favour of some other person.37.
    
    Every instrument of transfer shall be lodged at the Office for registration (or at such other
place the Board may appoint for such purpose) accompanied by the certificate relating to the
shares to be transferred and such other evidence as the Directors may require in relation
thereto. All instruments of transfer which shall be registered shall be retained by the
Company, but save where fraud is suspected any instrument of transfer which the Directors may
decline to register shall, on demand, be returned to the person depositing the same.
    
    1(1)38.
    
    There shall be paid to the Company in respect of the registration of a transfer and of any
Grant of Probate or Letters of Administration, Certificate of Marriage or Death, Power of
Attorney or other document relating to or affecting the title to any share or for making of
any entry in the Register affecting the title to any share such fee (if any) as the Directors
may from time to time require or prescribe (but not exceeding HK$2.50 or such greater sum as
the Stock Exchange may from time to time permit).
    
    1(1)
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39.
    
    The registration of transfers may be suspended at such times and for such periods as the
Directors may, in accordance with section 99 of the Ordinance, from time to time determine and
either generally or in respect of any class of shares.
    
    1(2)40.
    
    The Directors may, subject to section 69 of the Ordinance, at any time in their absolute
discretion and without assigning any reason therefor decline to register any transfer of any
share (not being a fully paid-up share). If the Directors refuse to register a transfer they
shall, within two months after the date on which the transfer was lodged with the Company,
send to the transferor and transferee notice of the refusal.41.
    
    The Directors may also decline to register any transfer unless:
 (a)
    
    the instrument of transfer is in respect of only one class of share;(b)
    
    in the case of a transfer to joint holders, the number of transferees does not
exceed four;
    
    1(3)(c)
    
    the shares concerned are free of any lien in favour of the Company;(d)
    
    the instrument of transfer is properly stamped;(e)
    
    such other conditions as the Directors may from time to time impose for the purpose
of guarding against losses arising from forgery are satisfied;(f)
    
    a fee not exceeding the maximum fee prescribed or permitted from time to time by
the Stock Exchange is paid to the Company in respect thereof;
    
    1(1)(g)
    
    the instrument of transfer is 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.
 42.
    
    No transfer may be made to an infant or to a person of unsound mind or under other legal
disability.
 TRANSMISSION OF SHARES
 43.
    
    In the case of the death of a member, the survivor or survivors where the deceased was a
joint holder, and the legal personal representatives of the deceased where he was a sole or
only surviving holder, shall be the only persons recognised by the Company as having any title
to his shares; but nothing herein contained shall release the estate of a deceased holder,
whether sole or joint, from any liability in respect of any share solely or jointly held by
him.44.
    
    Any person becoming entitled to shares in the Company in consequence of the death, bankruptcy
or winding-up of any member or otherwise by operation of law or by court order shall, upon
procuring such evidence of his title as the Directors may require, have the right either to be
registered himself as the holder of the shares upon giving to the Company notice in writing of
such his desire or to transfer such shares to some other person. All the limitations,
restrictions and provisions of these Articles and the Ordinance relating to the right to
transfer and the registration of transfers of shares shall be applicable to any such notice or
transfer as if the same
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were a transfer of shares by a member, including the Directors right
to refuse or suspend registration.
 45.
    
    A person becoming entitled to shares in the Company in consequence of the death, bankruptcy
or winding-up of any member or otherwise by operation of law or by court order shall have the
right to receive and give a discharge for any dividends or other moneys payable in respect of
the shares, provided always that the Directors may at any time give notice requiring any such
person to elect to be registered himself or to transfer the shares, and if the notice is not
complied with within sixty days, the Directors may thereafter withhold payment of all
dividends or other moneys payable in respect of the shares until the requirements of the
notice have been complied with but subject to the requirements of Article 76 being met, such a
person may vote at meetings.
 STOCK
 46.
    
    The Company may from time to time by ordinary resolution convert any fully paid-up shares
into stock and may reconvert any stock into fully paid-up shares of any denomination. After
the passing of any resolution converting all the fully paid-up shares of any class in the
capital of the Company into stock, any shares of that class which subsequently become fully
paid-up and rank pari passu in all other respects with such shares shall, by virtue of this
Article and such resolution, be converted into stock transferable in the same units as the
shares already converted.47.
    
    The holders of stock may transfer the same or any part thereof in the same manner and subject
to the same regulations as the shares from which the stock arose might prior to conversion
have been transferred or as near thereto as circumstances admit. The Directors may from time
to time fix the minimum amount of stock transferable and restrict or forbid the transfer of
fractions of such minimum, but the minimum shall not, without the sanction of an ordinary
resolution of the Company, exceed the nominal amount of each of the shares from which the
stock arose. No warrants to bearer shall be issued in respect of any stock.48.
    
    The holders of stock shall, according to the amount of the stock held by them, have the same
rights as regards dividends, participation in assets on a winding-up, voting at general
meetings of the Company and other matters as if they held the shares from which the stock
arose, but no such right (except as to participation in dividends, profits and in assets on a
reduction of capital or a winding-up) shall be conferred by an amount of stock which would
not, if existing in shares, have conferred such right.49.
    
    Such of these Articles as are applicable to fully paid-up shares shall apply mutatis mutandis
to stock, and the words share and shareholder shall include stock and stockholder.
 INCREASE OF CAPITAL AND PURCHASE OF OWN SHARES
 50.
    
    The Company may, from time to time, by ordinary resolution increase its authorised capital by
such sum divided into shares of such amounts as the resolution shall prescribe.
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51.
    
    The general meeting resolving upon the creation of any new shares may direct that the same or
any of them shall be offered in the first instance, and either at par or at a premium or
(subject to the provisions of the Ordinance) at a discount, to all the holders for the time
being of any class of shares in the capital of the Company, in proportion to the number of
shares of such class held by them respectively, or make any other provisions as to the issue
and allotment of the new shares, and in default of any such direction, or so far as the same
shall not extend, the new shares shall be at the disposal of the Directors, and Article 7
shall apply thereto. The Company may exercise any powers conferred or permitted by the
Ordinance or any other ordinance from time to time to purchase or otherwise acquire its own
shares and warrants (including any redeemable shares) at any price or to give, directly or
indirectly, by means of a loan, guarantee, the provision of security or otherwise, financial
assistance for the purpose of or in connection with a purchase or other acquisition made or to
be made by any person of any shares or warrants in the Company and should the Company purchase
or otherwise acquire its own shares or warrants neither the Company nor the Board shall be
required to select the shares or warrants to be purchased or otherwise
acquired ratably or in any other particular manner as between the holders of shares or
warrants of the same class or as between them and the holders of shares or warrants of any
other class or in accordance with the rights as to dividends or capital conferred by any class
of shares provided always that (a) purchases not made through the market or by tender shall be
limited to a maximum price, and (b) if purchases are by tender, tenders shall be available to
all shareholders alike and provided further that any such purchase or other acquisition or
financial assistance shall only be made or given in accordance with any relevant rules or
regulations issued by the Stock Exchange or the Securities and Futures Commission from time to
time in force.
    
    8(1)8(2)52.
    
    Subject to any direction or determination that may be given or made in accordance with the
powers contained in these Articles, all new shares created pursuant to Article 50 shall be
subject to the same provisions herein contained with reference to the payment of calls,
transfer, transmission, forfeiture, lien and otherwise as the existing shares of the Company.
 ALTERATIONS OF SHARE CAPITAL
 53.
    
    The Company may by ordinary resolution:
 (a)
    
    subdivide its existing shares or any of them into shares of smaller amount than is
fixed by the Memorandum of Association of the Company, provided that in the subdivision
of an existing share the proportion between the amount paid and the amount (if any)
unpaid on each reduced share shall be the same as it was in the case of the share from
which the reduced share is derived, and so that the resolution whereby any share is
subdivided may determine that as between the holders of the shares resulting from such
subdivision one or more of the shares may, as compared with the others, have any such
preferred, deferred or other special rights or be subject to any such restrictions as the
Company has power to attach to unissued or new shares;(b)
    
    divide its shares into several classes and attach thereto respectively any
preferential, deferred, qualified or special rights, privileges or conditions;(c)
    
    consolidate and divide its capital or any part thereof into shares of larger amount
than its existing shares;
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(d)
    
    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 authorised
capital by the amount of the shares so cancelled; or(e)
    
    make provision for the issue and allotment of shares which do not carry any voting
rights.
 54.
    
    The Company may by special resolution reduce its share capital and any capital redemption
reserve fund or any share premium account in any manner allowed by law.55.
    
    Where any difficulty arises in regard to any consolidation and division under paragraph (c)
of Article 53, the Directors may settle the same as they think expedient and in particular may
arrange for the sale of the shares representing fractions and the distribution of the net
proceeds of sale in due proportion amongst the members who would have been entitled to the
fractions, and for this purpose the Directors may authorise some person to
transfer the shares representing fractions to the purchaser thereof, who shall not be bound to
see to the application of the purchase money nor shall his title to the shares be affected by
any irregularity or invalidity in the proceedings relating to the sale.
 MODIFICATION OF RIGHTS
 56.
    
    All or any of the special rights attached to any class or shares (unless otherwise provided
for by the terms of issue of the shares of that class) for the time being in issue may subject
to the provisions of the Ordinance, at any time, as well before as during liquidation, be
altered or abrogated either with the consent in writing of the holders of not less than
three-fourths of the issued shares of that class or with the sanction of a special resolution
passed at a separate general meeting of the holders of shares of that class, and all the
provisions contained in these Articles relating to general meetings shall mutatis mutandis
apply to every such meeting but so that the quorum thereof shall be not less than two persons
holding or representing by proxy one-third in nominal value of the issued shares of the class,
and that any holder of shares of that class present in person or by proxy may demand a poll.
    
    6(1)6(2)57.
    
    The provisions of the foregoing Article shall apply to the variation or abrogation of the
special rights attached to some only of the shares of any class as if each group of shares of
the class differently treated formed a separate class the rights whereof are to be varied.58.
    
    The special rights concurred upon the holders of the 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 altered by the creation or issue of further shares ranking pari passu
therewith.
 GENERAL MEETINGS
 59.
    
    The Company shall in each year hold a general meeting as its annual general meeting in
addition to any other meetings in that year. The annual general meeting shall be held at such
time (within a period of not more than fifteen months, or such longer period as the Registrar
of Companies may authorise in writing, after the holding of the last preceding annual general
meeting) and place as may be determined by the Directors. All other general meetings shall be
called extraordinary general meetings.
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60.
    
    The Directors may wherever they think fit, and shall on requisition in accordance with the
Ordinance, proceed to convene an extraordinary general meeting.
 NOTICE OF GENERAL MEETINGS
 61.
    
    Subject to section 116C of the Ordinance, an annual general meeting and a meeting called for
the passing of a special resolution shall be called by not less than twenty-one days notice
in writing, and any other general meeting shall be called by not less than fourteen days
notice in writing. The notice shall specify the place, date and time of meeting, and, in the
case of special business, the general nature of that business. The notice convening an annual
general meeting shall specify the meeting as such, and the notice convening a meeting to
pass a special resolution shall specify the intention to propose the resolution as a special
resolution. There shall appear on every such notice 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 be a member of the Company.62.
    
    Notwithstanding that a meeting of the Company is called by shorter notice than that specified
in these Articles or required by the Ordinance, it shall be deemed to have been duly called if
it is so agreed:
 (a)
    
    in the case of a meeting called as the annual general meeting, by all the members
entitled to attend and vote thereat; and(b)
    
    in the case of any other meeting, by a majority in number of the members having the
right to attend and vote at the meeting, being a majority together holding not less than
95 per cent. in nominal value of the shares giving that right.
 63.
    
    The accidental omission to give notice of a meeting or (in cases where instruments of proxy
are sent out with the notice) the accidental omission to send such instrument of proxy to, or
the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to
receive such notice shall not invalidate the proceedings at that meeting.
 PROCEEDINGS AT GENERAL MEETINGS
 64.
    
    All business shall be deemed special that is transacted at an extraordinary general meeting
and at an annual general meeting with the exception of:
 (a)
    
    the receipt of the accounts and balance sheet and the reports of the Directors and
other documents required to be annexed to the accounts;(b)
    
    the declaration and sanction of dividends;(c)
    
    the election of Directors in place of those retiring (if any);(d)
    
    the election or re-election of the Auditors of the Company; and(e)
    
    the fixing of, or the determination of the method of fixing, the remuneration or
extra remuneration of the Directors and of the Auditors of the Company.
 
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65.
    
    No business save the election of a chairman of the meeting shall be transacted at any general
meeting unless a quorum is present when the meeting proceeds to business. Two members present
in person or by proxy and entitled to vote shall be a quorum for all purposes.66.
    
    If, within thirty minutes from the time appointed for the meeting a quorum be not present,
the meeting, if convened upon requisition in accordance with the Ordinance, shall be
dissolved; but in any other case it shall stand adjourned to the same day in the next week at
the same time and place, or to such other day, time and place as the Chairman of the meeting
may determine. If at such adjourned meeting a quorum be not present within thirty minutes from
the time appointed for the meeting, the member or members present in person or by proxy shall
be a quorum and may transact the business for which the meeting is called.67.
    
    The Chairman (if any) of the Board or, in his absence, a Deputy Chairman (if any) shall
preside as Chairman at every general meeting. If there is no such Chairman or Deputy Chairman,
or if at any meeting neither the Chairman nor a Deputy Chairman is present within fifteen
minutes after the time appointed for holding the meeting, or if neither of them is willing to
act as Chairman, the Directors present shall choose one of their number to act, or if one
Director only is present he shall preside as Chairman if willing to act. If no Director is
present, or if each of the Directors present declines to act as Chairman, the persons present
and entitled to vote shall elect one of their number to be Chairman of the meeting.68.
    
    The Chairman of any general meeting at which a quorum is present may, with the consent of the
meeting, and shall, if so directed by the meeting, adjourn the meeting from time to time and
from place to place or sine die; but no business shall be transacted at any adjourned meeting
other than business which might have been transacted at the meeting from which the adjournment
took place unless due notice thereof is given or such notice is waived in the manner
prescribed by these Articles. When a meeting is adjourned for thirty days or more, or sine
die, notice of the adjourned meeting shall be given as in the case of an original meeting.
Save as aforesaid, it shall not be necessary to give any notice of an adjourned meeting or the
business to be transacted thereat. Where a meeting is adjourned sine die the time and place
for the adjourned meeting shall be fixed by the Directors.
 VOTING
 69.
    (a)
    
    At any general meeting a resolution put to the vote of the meeting shall be decided on a
show of hands unless (before or on the declaration of the result of the show of hands or on
the withdrawal of any other demand for a poll) a poll is demanded by:
 (i)
    
    the Chairman of the meeting; or(ii)
    
    at least three members present in person (or in the case of a member
being a corporation, by its duly authorised representative) or by proxy and entitled
to vote at the meeting; or
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(iii)
    
    any member or members present in person (or in the case of a member
being a corporation, by its duly authorised representative) or by proxy and
representing in the aggregate not less than one-tenth of the total voting rights of
all members having the right to attend and vote at the meeting; or(iv)
    
    any member or members present in person (or in the case of a member being
a corporation, by its duly authorised representative) or by proxy and holding shares
conferring a right to attend and vote at the meeting on which there have been paid
up sums in the aggregate equal to not less than one-tenth of the total sum paid up
on all shares conferring that right.
 (b)
    
    Unless a poll is so demanded and the demand is not withdrawn, a declaration by the
Chairman that a resolution has, on a show of hands, been carried unanimously or by a
particular majority or lost shall be final and conclusive, and an entry to that effect in
the minute book of the Company shall be conclusive evidence of the fact without proof of
the number or proportion of the votes recorded for or against such resolution.
 70.
    
    A demand for a poll may be withdrawn only with the approval of the Chairman of the meeting,
at any time before the close of the meeting or the taking of the poll, whichever is earlier.
If a poll be directed or demanded in the manner (including the use of ballot or voting papers
or tickets) above mentioned it shall (subject to the provisions of Article 72 hereof) be taken
at such time (being not later than thirty days after the date of the demand) and in such
manner as the Chairman of the meeting may appoint. No notice need be given of a poll not taken
immediately. The result of such poll shall be deemed for all purposes to be the resolution of
the meeting at which the poll was so directed or demanded.71.
    
    In the case of an equality of votes at any general meeting, whether upon a show of hands or
on a poll, the Chairman of the meeting shall be entitled to a second or casting vote.72.
    
    A poll demanded upon the election of a Chairman or upon a question of adjournment shall be
taken forthwith. Any business, other than that upon which a poll has been demanded, may be
proceeded with pending the taking of the poll.
 73.
    (a)
    
    Save as expressly provided in these Articles, no person other than a member duly
registered and who shall have paid everything for the time being due from him payable to the
Company in respect of his shares shall be entitled to be present or to vote (save as proxy for
another member) either personally or by proxy, or to be reckoned in a quorum at any general
meeting.
 (b)
    
    No objection shall be made to the validity of any vote except at a meeting at which
such vote shall be tendered and every vote whether given personally or by proxy not
disallowed at such meeting shall be deemed valid for all purposes whatsoever of such
meeting or poll.(c)
    
    In case of any dispute as to voting the Chairman shall determine the same, and such
determination shall be final and conclusive.
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74.
    
    Subject to the provisions of the Ordinance, a resolution in writing signed by all the members
for the time being entitled to receive notice of and to attend and vote at general meetings
shall be as valid and effective as if the same had been passed at a general meeting of the
Company duly convened and held. A written notice of confirmation of such resolution in writing
signed by or on behalf of a member shall be deemed to be his signature to such resolution in
writing for the purposes of this Article. Such resolution in writing may consist of several
documents each signed by or on behalf of one or more members.
 VOTES OF MEMBERS
 75.
    
    Subject to Article 85 and to any special rights, privileges or restrictions as to voting for
the time being attached to any class or classes of shares, every member who (being an
individual) is present in person or (being a corporation) is present by a representative duly
authorised under section 115 of the Ordinance at any general meeting shall be entitled, on a
show of hands, to one vote only and, on a poll, to one vote for every fully paid-up share of
which he is the holder.76.
    
    Any person entitled under Article 45 to be registered as the holder of any shares may vote at
any general meeting in respect thereof in the same manner as if he were the registered holder
of such shares, provided that at least 48
hours before the time of the holding of the meeting or adjourned meeting (as the case may be)
at which he proposes to vote, he shall satisfy the Board of his right to be registered as the
holder of such shares or the Board shall have previously admitted his right to vote at such
meeting in respect thereof.77.
    
    On a poll, votes may be given either personally or by proxy and a member entitled to more
than one vote need not use all his votes or cast all the votes he uses in the same way.78.
    
    A member of unsound mind, or in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee,
curator bonis or other person in the nature of a committee or curator bonis appointed by that
court, and such committee, curator bonis or other person may on a poll, vote by proxy. If any
member be a minor he may vote by his guardian or one of his guardians who may give their votes
personally or by proxy.78A.
    
    Where any member is, under the Listing Rules, required to abstain from voting on any
particular resolution or restricted to voting only for or only against any particular
resolution, any votes cast by or on behalf of such member in contravention of such requirement
or restriction shall not be counted.
 PROXIES
 79.
    (a)
    
    A proxy need not be a member of the Company.
    
    11(1)
 
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(b)
    
    An instrument appointing a proxy shall be in writing in any usual or common form or
in any other form which the Directors may accept, and shall be deemed, subject to the
proviso hereinafter contained, to confer authority upon the proxy to vote on any
resolution (or amendment thereto) put to the meeting for which it is given as the proxy
thinks fit.
 Provided that any form issued to a member for use by him for appointing a proxy to attend and
vote at an extraordinary general meeting or at an annual general meeting at which special
business (determined as provided in Article 64) is to be transacted shall be such as to enable
the member according to his intention to instruct the proxy to vote in favour of or against
(or, in default of instructions, to exercise his discretion in respect of) each resolution
dealing with any such special business and 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.80.
    
    The instrument appointing a proxy shall be signed by the appointor, or his duly authorised
attorney, of if such appointor be a corporation, under its common seal or signed by some
officer, attorney or other person duly authorised in that behalf.
    
    11(2)81.
    
    The instrument appointing a proxy and the power of attorney or other authority (if any) under
which it is signed, or a notarially certified copy of such power or authority, shall be
deposited at the Office at least forty-eight hours before the time fixed for holding the
meeting at which the person named in such instrument proposes to attend and vote or, in the
case of a poll, at least thirty-six hours before the time appointed for the taking of the
poll; otherwise the person so named shall not be entitled to vote at that meeting (or as the
case may be) except with the approval of the Chairman of the meeting. 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. Delivery of an instrument appointing a proxy shall not
preclude a member from attending and voting in person at the meeting or poll concerned and, in
such event, the instrument appointing a proxy shall be deemed to be revoked.82.
    
    Any member may by power of attorney appoint any person to be his attorney for the purpose of
attending and voting at any meeting, and such power may be a special power limited to any
particular meeting or a general power extending to all meetings at which such member is
entitled to vote. Every such power shall be deposited at the Office at least thirty-six hours
before the time fixed for holding the meeting at which such attorney proposes to attend and
vote or, in the case of a poll, at least twenty-four hours before the time appointed for the
taking of the poll; otherwise the attorney shall not be entitled to vote at that meeting (or
as the case may be) except with the approval of the Chairman of the meeting.
 83.
    (a)
    
    An instrument of proxy may be revoked by forwarding to the Office written notification of
such revocation signed by or on behalf of the person who issued or authorised the issue of the
instrument of proxy.
 (b)
    
    A vote given in accordance with the terms of an instrument of proxy or power of
attorney 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
proxy or power of attorney or other authority, or transfer of the shares in respect of
which the proxy is given, provided no intimation in writing of the death, insanity,
revocation or transfer shall have been received
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at the Office twenty-four hours at least
before the time fixed for holding the meeting, or adjourned meeting, or the taking of the
poll, at which the instrument of proxy is used.
 84.
    
    Any corporation which is a member of the Company may, by resolution of its Directors or other
governing body or by power of attorney, authorise such persons at it thinks fit to act as its
representative at any meeting of the Company or 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. References in these Articles to a member present in person at a meeting
shall, unless the context otherwise requires, include a corporation which is a member
represented at the meeting by such duly authorised representative.85.
    
    Without prejudice to the generality of Article 84 if a Clearing House (or its nominee) is a
member of the Company, it (or, as the case may be, its nominee) may authorise such person or
persons as it thinks fit to act as its proxy and proxies or representative or representatives
at any meeting of the Company or at any meeting of any class of member of the Company provided
that, if more than one person is so authorised, the proxy form or authorisation shall specify
the number and class of shares in respect of which each such person is so authorised. A person
so authorised under the provisions of this Article shall be entitled to exercise the same
powers on behalf of the Clearing House (or its nominee) which he represents as that Clearing
House (or its nominee) could exercise if it were an individual member of the Company and, on a
show of hands, each such person shall be entitled to a separate vote.
 DIRECTORS
 86.
    
    Unless and until otherwise determined by an ordinary resolution of the Company, the Directors
shall be not fewer than two in number, and there shall be no maximum number of Directors.87.
    
    The Company shall keep in accordance with the Ordinance a register containing the names and
addresses and occupations of its Directors and shall from time to time notify to the Registrar
of Companies any change that takes place in such Directors as required by the Ordinance.88.
    
    A Director need not hold any shares in the Company. A Director who is not a member of the
Company shall nevertheless be entitled to attend and speak at general meetings.
 DIRECTORS REMUNERATION
 89
    (a)
    
    The Directors shall be entitled to receive by way of remuneration for their services such
sum as is from time to time determined by the Company in general meeting, such sum (unless
otherwise directed by resolution by which it is voted) is to be divided amongst the Directors
in such proportions and in such manner as the Board may agreed, or failing agreement, equally,
except that in such event any Director holding office for less than the whole of the relevant
period in respect of which the remuneration is paid shall only rank in such division in
proportion to the time during such period for which he has held office. The foregoing shall
not apply to a Director who holds any salaried employment or office in the Company in the case
of sums paid in respect of directors fees.
 
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(b)
    
    The Directors shall also be entitled to be repaid their reasonable travelling,
hotel and other expenses incurred by them in or about the performance of their duties as
Directors, including their expenses of travelling to and from board meetings, committee
meetings or general meetings or otherwise incurred whilst engaged on the business of the
Company or on the discharge of their duties as directors.
 90.
    
    The Directors may award special remuneration out of the funds of the Company (by way of
salary, commission or otherwise as the Directors may determine) to any Director who performs
services which in the opinion of the Directors are outside the scope of the ordinary duties of
a Director.
 POWERS OF DIRECTORS
 91.
    
    The Directors may establish any local boards or agencies for managing any of the affairs of
the Company, either in Hong Kong or elsewhere, and may appoint any persons to be members of
such local boards, or any managers or agents for the Company, and may fix their remuneration,
and may delegate (with or without power to sub-delegate as the Directors shall determine) to
any local board, manager or agent any of the powers, authorities and discretions vested in the
Directors, and may authorise the members of any local boards, or any of them, to fill any
vacancies therein, and to act notwithstanding vacancies, and such appointment or delegation
may be made upon such terms and subject to such conditions as the Directors may think fit, and
the Directors may remove any person so appointed and may annul or vary any such delegation,
but no person dealing in good faith and without notice of any such annulment or variation
shall be affected thereby.92.
    
    The Directors may from time to time and at any time by power of attorney or other instrument
appoint any company, firm or person or any fluctuating body of persons, whether nominated
directly or indirectly by the Board, to be the attorney or attorneys of the Company for such
purposes and with such powers, authorities and discretions (not exceeding those vested in or
exercisable by the Directors under these Articles) and for such period and subject to such
conditions as they may think fit, and any such power of attorney or other instrument may
contain such provisions for the protection and convenience of persons dealing with any such
attorney as the Directors may think fit, and may also authorise any such attorney to
sub-delegate all or any of the powers, authorities and discretions vested in him. The Company
may, by writing under its seal, empower any person, either generally or in respect of any
specified matter, as its attorney to execute deeds and instruments on its behalf and to enter
into contracts and sign the same on its behalf and every deed signed by such attorney on
behalf of the Company and under his seal shall bind the Company and have the same effect as if
it were under the seal of the Company.93.
    
    Subject to and to the extent permitted by the Ordinance, the Company or the Directors on
behalf of the Company, may cause to be kept in any territory a Branch Register of members
resident in such territory, and the Directors may make and vary
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such regulations as they may think fit respecting the keeping of any such Branch Register.94.
    
    All cheques, promissory notes, drafts, bills of exchange, and other negotiable or
transferable instruments, and all receipts for moneys paid to the Company, shall be signed,
drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the
Directors shall from time to time by resolution determine. The Companys bank accounts shall
be kept with such banker or bankers as the Board shall from time to time determine.
 95.
    (a)
    
    The Directors may exercise all the powers of the Company to borrow money and to mortgage
or charge all or any part of the undertaking, property and assets (present and future) and
uncalled capital of the Company and to issue debentures, debenture stocks, bonds and other
securities, whether outright or as collateral security for any debt, liability or obligation
of the Company or of any third party. Debentures, debenture stocks, bonds and other securities
of the Company may be made assignable free from any equities between the Company and the
person to which the same may be issued, and may be issued at a discount, premium or otherwise
and with any special privileges as to redemption, surrender, drawings, allotment of shares,
attending and voting at general meetings of the Company, appointment of Directors and
otherwise.
 (b)
    
    The Directors shall cause a proper register to be kept, in accordance with the
provisions of the Ordinance, of all mortgages and charges affecting the property of the
Company and shall duly comply with the requirements of the Ordinance in regard to the
registration of mortgages and charges therein specified and otherwise. Where any uncalled
capital of the Company is charged, all persons taking any subsequent charge thereon shall
take the same subject to such prior charge, and shall not be entitled, by notice to the
members or otherwise, to obtain priority over such prior charge.
 96.
    
    The Board may establish and maintain or procure the establishment and maintenance of any
contributory or non-contributory pension or superannuation funds 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 a 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 Board 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 Board may do 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.
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APPOINTMENT AND REMOVAL OF DIRECTORS
 97.
    
    At each annual general meeting one-third of the Directors for the time being, or, if their
number is not three or a multiple of three, then the number nearest one-third, shall retire
from office by rotation save any Director holding office as Chairman or Chief Executive
Officer. The Directors to retire in every year shall be those who have been longest in office
since their last election but as between persons who became Directors on the same day shall
(unless they otherwise agree between themselves) be determined by lot. The retiring Directors
shall be eligible for re-election. The Company at any general meeting at which any Directors
retire may fill the vacated offices. No person other than a Director retiring at the meeting
shall, unless recommended by the Directors for election, be eligible for election as a
Director at any general meeting unless during a period of not less than seven (7) days
commencing no earlier than the day after the dispatch of the notice of the meeting appointed
for such election and ending no later than seven (7) days before the date appointed for the
meeting there shall have been lodged at the Office or at the head office of the Company a
Notice signed by a Member (other than the person to be proposed) duly qualified to attend and
vote at the meeting for which such notice is given of his intention to propose such person for
election and also a Notice signed by the person to be proposed of his willingness to be
elected.
    
    4(4)4(5)98.
    
    If at any general meeting at which an election of Directors ought to take place the places of
the retiring Directors are not filled, the retiring Directors or such of them as have not had
their places filled shall be deemed to have been re-elected and shall, if willing, continue in
office until the next annual general meeting and so on from year to year until their places
are filled, unless:
 (i)
    
    it shall be determined at such meeting to reduce the number of Directors;(ii)
    
    it is expressly resolved at such meeting not to fill such vacated offices;(iii)
    
    in any such case the resolution for re-election of a Director is put to the meeting and lost; or(iv)
    
    such Director has given notice in writing to the Company that he is not willing to be re-elected.
 99.
    
    The Company may, from time to time, by ordinary resolution elect any person to be a Director
either to fill a casual vacancy or as an addition to the Board.
    
    4(2)100.
    
    The Company may by ordinary resolution remove any Director notwithstanding anything in these
Articles or in any agreement between him and the Company (but without prejudice to any right
to damages for termination of such agreement not in accordance with the terms thereof), and
may, if thought fit, by ordinary resolution appoint another person in his stead. Any person so
elected shall hold office for such time only as the Director in whose place he is elected
would have held the same if he had not been removed.
    
    4(3)101.
    
    The Directors shall have power, exercisable at any time and from time to time, to appoint any
other person as a Director, either to fill a casual vacancy or as an addition to the Board but
so that the number of Directors so appointed shall not exceed the maximum number determined
from time to time (if any) by the shareholders in general meeting and any directors so
appointed shall hold office only until the next following annual general meeting of the
Company and shall then
    
    4(2)
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be eligible for re-election, but shall not be taken into account in
determining the Directors or the number of Directors who are to retire by rotation at each
annual general meeting.102.
    
    The continuing Directors may act notwithstanding any vacancy in their body, but if and so
long as the number of Directors is reduced below the number fixed by or pursuant to these
Articles as the necessary quorum of Directors, the continuing Directors may act for the
purpose of increasing the number of Directors to that number, or of summoning a general
meeting of the Company, but for no other purpose. If there shall be no Directors able or
willing to act, then any two members may summon a general meeting for the purpose of
appointing Directors.103.
    
    No person other than a retiring Director shall, unless recommended by the Board for
re-election, be eligible for election to the office of Director at any annual general meeting
unless notice in writing for the intention to propose that person for election as a Director
and notice in writing by that person of his consent to be elected, shall have been lodged at
the Office or head office of the Company at least seven days before the date of the annual
general meeting.
    
    4(4)4(5)
 ALTERNATE DIRECTORS
 104.
    
    Each Director may by written notification to the Company nominate any other person to act as
alternate Director in his place and at his discretion in similar manner remove such alternate
Director. If such person is not another Director, such appointment, unless previously approved
by the Board, shall have effect only upon and subject to being so approved. The alternate
Director shall (except as regards the power to appoint an alternate) be subject in all
respects to the terms and conditions existing with reference to the other Directors of the
Company; and each alternate Director, whilst acting as such, shall exercise and discharge all
the functions, powers and duties of the Director he represents, but shall look to such
Director solely for his remuneration as alternate Director. Every person acting as an
alternate Director shall (except when absent from Hong Kong) be entitled to receive notices of
meetings of the Board and shall have one vote for each Director for whom he acts as alternate
at any such meeting at which the Director appointing him is not personally present (in
addition to his own vote if he is also a Director). The signature of an alternate Director to
any resolution in writing of the Board or a committee of the Board shall, unless the notice of
his appointment provides to the contrary, be as effective as the signature of his appointor.
Any person appointed as an alternate Director shall vacate his office as such alternate
Director if and when the Director
by whom he has been appointed removes him or vacates office as Director. Every person acting as
an alternate Director shall be deemed to be the agent of and for the Director appointing him
and shall, without prejudice to any liability which he may cause to his appointor under the
Ordinance or otherwise, be responsible to the Company for his own acts and defaults. To such
extent as the Board may from time to time determine in relation to any committee of the Board,
the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of
any committee of which his appointor is a member. An alternate Director shall not, save as
aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the
purposes of these Articles.
 DISQUALIFICATION OF DIRECTORS
 105.
    
    The office of a Director shall ipso facto be vacated:
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(a)
    
    if he becomes prohibited by law or court order from being a Director;(b)
    
    if a receiving order is made against him or he makes any arrangement or composition
with his creditors;(c)
    
    if he becomes of unsound mind;(d)
    
    if he absents himself from the meetings of the Board during a continuous period of
six months, without special leave of absence from the Board, and his alternate Director
(if any) shall not during such period have attended in his stead, and the Board passes a
resolution that he has by reason of such absence vacated his office;(e)
    
    if he shall be removed from office by notice in writing served upon him signed by
all his co-directors;(f)
    
    if he resigns his office;(g)
    
    if he is removed by an ordinary resolution of the Company; or(h)
    
    if he is convicted of an indictable offence.
 DIRECTORS INTERESTS
 106.
    
    If a Director or any of his associates is in any way, whether directly or indirectly,
interested in a contract, transaction or arrangement or proposed contract, transaction or
arrangement with the Company, the Director shall declare the nature of his interest or the
interest of any of his associates at the earliest meeting of the Board at which it is
practicable for him so to do notwithstanding that the question of entering into the contract,
transaction or arrangement is not taken into consideration at that meeting. A general notice
given to the Board by a Director stating that, by reason of facts specified in the notice, he
or any of his associates is to be regarded as interested in a contract, transaction or
arrangement of any description which may subsequently be made by the Company, that notice
shall be a sufficient declaration of his interest or the interest of such of his associates,
so far as attributable
to those facts, in relation to any contract, transaction or arrangement of that description
which may subsequently be made by the Company; but no such general notice shall have effect in
relation to any contract, transaction or arrangement unless it is given before the date on
which the question of entering into the contract, transaction or arrangement is first taken
into consideration on behalf of the Company. Without prejudice to the generality of the
foregoing, a Director shall give notice to the Company of such matters relating to himself as
may be necessary for the purposes of sections 155B, 158, 161 and 161B of the Ordinance.107.
    
    A Director may hold any other office or place of profit under the Company (other than the
office of Auditor), and he or any firm of which he is a member may act in a professional
capacity for the Company in conjunction with his office of Director, for such period and on
such terms (as to remuneration and otherwise) as the Directors may determine and such extra
remuneration shall be in addition to any remuneration provided for by or pursuant to any other
Article. No Director or intended Director shall be disqualified by his office from contracting
with the Company, nor shall any contract or arrangement entered into by or on behalf of the
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Company with any Director or any firm or 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, remuneration or other benefits
realised by any such contract or arrangement by reason only of such Director holding that
office or of any fiduciary relationship thereby established, provided that such Director shall
disclose the nature of his interest in any contract or arrangement in which he is interested
at the meeting of the board at which the question of entering into the contract or arrangement
is first taken into consideration, if he knows his interest then exists, or in any other case
at the first meeting of the Board after he knows that he is or has become so interested.108.
    
    A Director shall not vote (nor shall he be counted in the quorum) on any resolution of the
Board approving any contract or arrangement or proposal in which he or any of his associates
is to his knowledge materially interested, and if he shall do so his vote shall not be counted
(nor shall he be counted in the quorum for that resolution), but this prohibition shall not
apply to any of the following matters, namely:
    
    4(1)Note 1
 (i)
    
    any contract or arrangement for the giving by the Company of any security or
indemnity to the Director or any of his associates in respect of money lent or
obligations incurred or undertaken by him or any of them at the request of or for the
benefit of the Company or any of its subsidiaries;(ii)
    
    any contract or arrangement for the giving by the Company of any security to a
third party in respect of a debt or obligation of the Company or any of its subsidiaries
for which the Director or any of his associates has assumed responsibility in whole or in
part and whether alone or jointly under a guarantee or indemnity or by the giving of
security;(iii)
    
    any proposal concerning an offer of the shares or debentures or other securities
of or by the Company or any other company which the Company may promote or be interested
in for subscription or purchase where the Director or any of his associates is or is to
be interested as a participant in the underwriting or sub-underwriting of the offer;(iv)
    
    any contract or arrangement in which the Director or any of his associates is
interested in the same manner as other holders of shares or debentures or other
securities of the Company by virtue only of his or their interest in shares or debentures
or other securities of the Company;(v)
    
    any proposal concerning any other company in which the Director or any of his
associates is interested only, whether directly or indirectly, as an officer or a
shareholder or in which the Director or any of his associates is beneficially interested
in shares of that company other than a company in which the Director and any of his
associates are in aggregate beneficially interested in five per cent. or more of the
issued shares of any class of the equity share capital of such company (or of any third
company through which such interest is derived) or of the voting rights (excluding for
the purpose of calculating such five per cent. interest any indirect interest of such
Director or any of his associates by virtue of an interest of the Company in such
company);(vi)
    
    any proposal or arrangement for the benefit of employees of the Company or its
subsidiaries including the adoption, modification or operation of a pension fund or
retirement, death or disability benefit scheme which relates
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to Directors, their
associates and employees of the Company or of any of its subsidiaries and does not give
in respect of any such Director or any of his associates any privilege or advantage not
generally accorded to the class of persons to whom such scheme or fund relates;(vii)
    
    any proposal or arrangement concerning the adoption, modification or operation of
any employees share scheme involving the issue or grant of options over shares or other
securities by the Company to, or for the benefit of, the employees of the Company or its
subsidiaries under which the Director or any of his associates may benefit.
 If any question shall arise at any meeting of the Board as to the materiality of the interest
of a Director (other than the Chairman of the meeting) or any of his associates or as to the
entitlement of any Director (other than such Chairman) to vote or be counted in the quorum and
such question is not resolved by his voluntarily agreeing to abstain from voting or not to be
counted in the quorum, such question shall be referred to the Chairman of the meeting and his
ruling in relation to such other Director or any of his associates shall be final and
conclusive except in a case where the nature or extent of the interest of the Director
concerned or any of his associates as known to such Director has not been fairly disclosed to
the Board. If any question as aforesaid shall arise in respect of the Chairman of the meeting
or any of his associates such question shall be decided by a resolution of the Board (for
which purpose such Chairman shall not be counted in the quorum and shall not vote thereon) and
such resolution shall be final and conclusive except in a case where the nature or extent of
the interest of such Chairman or any of his associates as known to such chairman has not been
fairly disclosed to the Board.109.
    
    A Director may continue to be or become a director, managing director, joint managing
director, executive director, chief executive officer or manager or other officer or member of
any other company in which the Company is interested, and (unless otherwise agreed) shall not
be liable to account to the Company for any remuneration or other benefits received by him as
a director, managing director, joint managing director, executive director, chief executive
officer, manager or other officer or member of any such other company. The
Board may exercise the voting powers conferred by the shares in any other company held or
owned by the Company or exercisable by it as directors of such other company in such manner as
in all respects as the Board thinks fit (including the exercise thereof in favour of any
resolution appointing themselves or any of them directors, chief executive officers, managing
directors, joint managing directors, deputy managing directors, executive directors, managers
or other officers of such company) and any director may vote in favour of the exercise of such
voting rights in manner aforesaid notwithstanding that he may be, or be about to be, appointed
a director, managing director, joint managing director, deputy managing director, executive
director, chief executive officer, manager or other officer of such a company, and that as
such he is or may become interested in the exercise of such voting rights in manner aforesaid.
A Director of the Company may be or become a director of any company promoted by the Company
or in which it may be interested as a vendor, shareholder or otherwise and no such Director
will be accountable for any benefits received as a director or member of such company. A
Director of the Company or his firm may not act as auditor of the Company.
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CHIEF EXECUTIVE OFFICERS AND OTHER APPOINTMENTS
 110.
    
    The Directors may, from time to time, appoint one or more of their number to be Chief
Executive Officer or Joint Chief Executive Officer of the Company, or to hold such office in
the management, administration or conduct of the business of the Company as they may decide,
and for such period and upon such terms and for such remuneration as the Directors shall think
fit, and the Directors may also, from time to time (subject to the provisions of any agreement
between him or them and the Company) remove him or them from office, and appoint another or
others in his or their place or places.111.
    
    A Chief Executive Officer or a Joint Chief Executive Officer (subject to the provisions of
any agreement between him and the Company) shall be subject to the same provisions as to
resignation and removal as the other Directors of the Company, and shall ipso facto and
immediately cease to be Chief Executive Officer or Joint Chief Executive Officer if he shall
cease to hold the office of Director.112.
    
    The Directors may, from time to time, entrust to and confer upon any Chief Executive Officer,
Joint Chief Executive Officer or Director, holding any other office in the management,
administration or conduct of the business of the Company, such of the powers exercisable under
these Articles by the Directors as they may think fit, and may confer such powers for such
time, and to be exercised for such objects and purposes, and upon such terms and conditions
and with such restrictions as they may consider expedient, and may from time to time revoke,
withdraw, alter or vary all or any of such powers.
 PROCEEDINGS OF DIRECTORS
 113.
    
    The Directors may meet together for the despatch of business, adjourn and otherwise regulate
their meetings as they think fit, and determine the quorum necessary for the transaction of
business. Until otherwise determined by the Board, two Directors shall constitute a quorum.
For the purpose of this Article an alternate Director shall be counted in a quorum but,
notwithstanding that an alternate Director is also a Director or is an alternate for more than
one Director, he shall for quorum purposes count as only one Director. Matters arising at any
meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman
of the meeting shall have a second
or casting vote. A Director or the Secretary may, at any time, summon a meeting of the
Directors. A meeting of the Board or any committee of the Board may be held by means of such
telephone, electronic or other communication facilities as permit all persons participating in
the meeting to communicate with each other simultaneously and instantaneously, and
participation in such a meeting shall constitute presence in person at such meeting.114.
    
    Notice of a meeting of Directors shall be deemed to be duly given to a Director if it is
given to him personally, in writing or by word of mouth, or sent to him at his last known
address or any other address given by him to the Company for this purpose provided that notice
need not be given to any Director or alternate Director for the time being absent from Hong
Kong. A Director may consent to short notice of and may waive notice of any meeting and any
such waiver may be retrospective.
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115.
    
    The Directors may elect a Chairman of the Board and determine the period for which he is to
hold office; but if no such Chairman be elected, or if at any meeting the 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 be Chairman of such meeting.116.
    
    A resolution in writing signed by all the Directors except such as are absent from Hong Kong
or temporarily unable to act through ill health or disability (or their alternate Directors)
shall (so long as they constitute a quorum) be as effective for all purposes as a resolution
of the Directors passed at a meeting duly convened, held and constituted. A written
notification of confirmation of such resolution in writing signed by a Director shall be
deemed to be his signature to such resolution in writing for the purposes of this Article.
Such resolution in writing may consist of several documents, each signed by one or more
Directors.117.
    
    A meeting of the Directors at which a quorum is present shall be competent to exercise all
the powers, authorities and discretions for the time being vested in or exercisable by the
Board generally.118.
    
    The Directors may, from time to time, appoint committees consisting of such one or more
persons as they think fit, and may delegate any of their powers to any such committee and,
from time to time, revoke any such delegation and discharge any such committee wholly or in
part. Any committee so appointed shall, in the exercise of the powers so delegated, conform to
any regulations that may, from time to time, be imposed upon it by the Directors. All acts
done by any such committee in conformity with such regulations and in fulfilment of the
purposes for which it is appointed, but not otherwise, shall have the like force and effect as
if done by the Board, and the Board shall have power, with the consent of the Company in
general meeting, to remunerate the members of any special committee, and charge such
remuneration to the current expenses of the Company.119.
    
    The meetings and proceedings of any such committee consisting of two or more members shall be
governed mutatis mutandis by the provisions of these Articles regulating the meetings and
proceedings of the Directors, insofar as the same are not superseded by any regulations made
by the Directors under the last preceding Article.120.
    
    All acts done bona fide by any meeting of the Directors or of a committee of Directors, or by
any persons acting as Directors, shall, notwithstanding that there was some defect in the
appointment of any such Directors or persons acting as aforesaid, or that they or any of them
were disqualified, or had vacated office, be as valid as if every such person had been duly
appointed and was qualified and continued to be a Director.
 MINUTES
 121.
    
    The Directors shall cause to be entered and kept in books provided for the purpose minutes of
the following:
 (a)
    
    all appointments of officers;(b)
    
    all the names of the Directors and any alternate Director who is not also a
Director present at each meeting of the Directors and of any committee; and
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(c)
    
    all resolutions and proceedings of general meetings and of meetings of the
Directors and committees.
 Any such minutes of any meeting of the Directors, or of any committee, or of the Company, if
purporting to be signed by the Chairman of such meeting, or by the Chairman of the next
succeeding meeting shall be receivable as evidence of the proceedings of such meeting.
 THE SEAL
 122.
    
    The Directors shall procure a common seal to be made for the Company, and shall provide for
the safe custody thereof. The Seal shall not be affixed to any instrument except by the
authority of the Directors or a committee authorised by the Board in that behalf, and every
instrument to which the Seal shall be affixed shall be signed by one Director or some other
person nominated by the Directors for the purpose, provided that the Board may either
generally or in any particular case or cases resolve (subject to such restrictions as to the
manner in which the seal may be affixed as the Board may determine) that such signature may be
affixed to certificates for shares or debentures or representing any other form of security by
some mechanical means other than autographic to be specified in such resolution or that such
certificates needs not be signed by any person. Every instrument executed in manner provided
by this Article shall be deemed to be sealed and executed with the authority of the Directors
previously given.
    
    2(1)123.
    
    The Company may have an official seal for use for sealing certificates for shares or other
securities issued by the Company as permitted by section 73A of the Ordinance (and no
signature of any Director, officer or other person and no mechanical reproduction thereof
shall be required on any such certificates or other document to which such official seal is
affixed and such certificates or other document shall be valid and deemed to have been sealed
and executed with the authority of the Board notwithstanding the absence of any such signature
or mechanical reproduction as aforesaid) and an official seal for use abroad under the
provisions of the Ordinance where and as the Board shall determine, and the Company may be
writing under the seal appoint any agents or agent, committees or committee abroad to be the
duly authorised agents of the Company for the purpose of affixing and using such official seal
and may impose such restrictions on the use thereof as may be thought fit. Wherever in these
Articles reference is made to the seal, the reference shall, when and so far as may be
applicable, be deemed to include any such official seal as aforesaid.124.
    
    The Company may exercise all the powers of having official seals conferred by the Ordinance
and such powers shall be vested in the Directors.
 SECRETARY
 125.
    
    The Directors shall appoint such person, persons or entities to be Secretary or Joint
Secretaries of the Company for such period, at such remuneration and upon such conditions as
they may think fit, and any Secretary or Joint Secretaries so appointed may be removed by
them. Anything by the Ordinance or these Articles required or authorised to be done by or to
the Secretary or Joint Secretaries, if the office is vacant or there is for any other reason
no person capable of acting in the capacity as Secretary or Joint Secretaries, may 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.
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DIVIDENDS AND RESERVES
 126.
    
    The Company may by ordinary resolution declare dividends but no such dividend shall exceed
the amount recommended by the Directors.127.
    
    Unless and to the extent that the rights attached to any shares or the terms of issue thereof
otherwise provide, all dividends shall (as regards any shares not fully paid throughout the
period in respect of which the dividend is paid) be apportioned and paid pro rata according to
the amounts paid on the shares during any portion or portions of the period in respect of
which the dividend is paid. For the purposes of this Article no amount paid on a share in
advance of calls shall be treated as paid on the share.128.
    
    The Directors may retain any dividend or other monies payable on or in respect of a share on
which the Company has a lien, and may apply the same in or towards satisfaction of the debts
and liabilities in respect of which the lien exists. The Board may deduct from any dividend or
bonus payable to any member all sums of money (if any) presently payable by him to the Company
on account of calls, instalments or otherwise.129.
    
    Any resolution declaring a dividend on shares of any class, whether a resolution of the
Company in general meeting or a resolution of the Directors, may specify that the same shall
be payable to the persons registered as the holders of such shares at the close of business on
a particular date, notwithstanding that it may be a date prior to that on which the resolution
is passed, and thereupon the dividend shall be payable to them in accordance with their
respective holdings so registered, but without prejudice to the rights inter se in respect of
such dividend of transferors and transferees of any such shares. The provisions of this
Article shall mutatis mutandis apply to capitalisations to be effected in pursuance of these
Articles.130.
    
    Any general meeting sanctioning a dividend may make a call on the members of such amount as
the meeting fixes, but so that the call on each member shall not exceed the dividend payable
to him, and so that the call shall be made payable at the same time as the dividend, and the
dividend may, if so arranged between the Company and the member, be set off against the call.
 131.
    (a)
    
    In respect of any dividend which the Board has resolved to pay or any dividend declared
or sanctioned or proposed to be declared or sanctioned by the Board or by the Company in
general meeting, the Board may determine and announce, prior to or contemporaneously with the
announcement, declaration or sanction of the dividend in question:either
 (i)
    
    that shareholders entitled thereto 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 the shareholders 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 such case, the following provisions shall apply:
 (A)
    
    the basis of any such allotment shall be determined by the
Board;
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(B)
    
    the Board, after determining the basis of allotment and
notwithstanding that the number of shares to be allotted may not be calculated
until after notice to the shareholders has been given as required by the
provisions of this sub-paragraph and subject to the provisions of sub-paragraph
(D) below, shall give notice in writing to the shareholders of the right of
election accorded to them and shall send with such notice forms of election and
specify the procedure to be followed and the place at which and the latest date
and time by which duly completed forms of election must be lodged in order to
be effective which shall be not less than two weeks from the date on which the
notice above referred to was despatched to the shareholders;(C)
    
    the right of election accorded to shareholders as aforesaid may
be exercised in whole or in part;(D)
    
    the Board may resolve:
 (I)
    
    that the right of election accorded to shareholders
as aforesaid may be exercised so as to take effect on all future occasions
(if any) when the Board makes a determination pursuant to sub-paragraph
(i) of this paragraph (a); and/or(II)
    
    that a shareholder who does not exercise the right of
election accorded to him as aforesaid either in whole or in part may
notify the Company that he will not exercise the right of election
accorded to him in respect of all future occasions (if any) when the Board
makes a determination pursuant to sub-paragraph (i) of this paragraph (a)
of this Article.
 Provided that a shareholder may exercise such election or give such notice in
respect of all but not some of the shares held by him and may at any time give
seven days notice in writing to the Company of the revocation of such an
election or such a notice which revocation shall take effect at the expiry of
such seven days, and until such revocation has taken effect, the Board shall
not be obligated to give to such shareholder notice of the right of election
accorded to him or send to him any form of election;(E)
    
    the dividend (or that part of the dividend in lieu of which an
allotment of shares is to be made as aforesaid) shall not be payable in cash on
shares in respect whereof the cash election has not been duly exercised (the
Non-Elected Shares) and in 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 the amount standing to the credit of share premium account or out
of any part of the undivided profits of the Company (including profits carried
and standing to the credit of any reserve or reserves or other special account)
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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;(F)
    
    the Board may resolve that the shares to be allotted shall be
allotted at a premium provided that the premium is credited as fully paid up
and in such case the Board shall in addition to the amount to be capitalised
and applied pursuant to sub-paragraph (E) above, and for the purposes therein
set out, capitalise and apply out of the amount standing to the credit of the
share premium account or out of any part of the undivided profits of the
Company (including profits carried and standing to the credit of any reserve or
reserves or other special account) as the Directors may determine, a sum equal
to the aggregate amount of the premium on the shares to be allotted and shall
apply the same together with the sum to be applied pursuant to sub-paragraph
(E) above and on the basis therein set out 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;
 or(ii)
    
    that shareholders entitled to such dividend be entitled to
elect to receive an allotment of shares credited as fully paid in lieu of the
whole or such part of the dividend as the Board may think fit. In such case,
the following provisions shall apply:
 (A)
    
    the basis of any such allotment shall be determined
by the Board;(B)
    
    the Board, after determining the basis of allotment
and notwithstanding that the number of shares to be allotted may not be
calculated until after notice to the shareholders has been given as
required by the provisions of this sub-paragraph and subject to the
provisions of sub-paragraph (D) below, shall give notice in writing to the
shareholders of the right of election accorded to them and shall send with
such notice forms of election and specify the procedure to be followed and
the place at which and the latest date and time by which duly completed
forms of election must be lodged in order to be effective which shall be
not less than two weeks from the date on which the notice above referred
to was despatched to the shareholders;(C)
    
    the right of election accorded to shareholders as
aforesaid may be exercised in whole or in part;
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(D)
    
    the Board may resolve;
 (I)
    
    that the right of election accorded to
shareholders as aforesaid may be exercised so as to take effect on
all future occasions (if any) when the Board makes a determination
pursuant to sub-paragraph (ii) of this paragraph (a); and/or(II)
    
    that a shareholder who does not exercise
the right of election accorded to him as aforesaid either in whole or
in part may notify the Company that he will not exercise the right of
election accorded to him in respect of all future occasions (if any)
when the Board makes determination pursuant to sub-paragraph (ii) of
paragraph (a).
 Provided that a shareholder may exercise such election or give such notice
in respect of all but not some of the shares held by him and may at any
time give seven days notice in writing to the Company of the revocation of
such an election or such a notice which revocation shall take effect at
the expiry of such seven days, and until revocation has taken effect, the
Board shall not be obliged to give to such member notice of the right of
election accorded to him or send to him any form of election;(E)
    
    the dividend (or that part of the dividend in respect
of which a right of election has been accorded) shall not be payable on
shares in respect whereof the share election has been duly exercised (the
Elected Shares) and in lieu thereof 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 the amount standing to the credit of share premium
account or out of any part of the undivided profits of the Company
(including profits carried and standing to the credit of any reserve or
reserves or other special account) 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
Elected Shares on such basis;(F)
    
    the Board may resolve that the shares to be allotted
shall be allotted at a premium provided that the premium is credited as
fully paid up and in such case the Board shall in addition to the amount
to be capitalised and applied pursuant to sub-paragraph (E) above, and for
the purpose therein set out, capitalise and apply out of the amount
standing to the credit of the share premium account or out of any part of
the undivided profits of the Company (including profits carried and
standing to the credit of any reserve or reserves or other special
account) as the Board may determine, a sum equal to the aggregate amount
of the premium on the shares to be
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allotted and shall apply the same
together with the sum to be applied pursuant to sub-paragraph (E) above
and on the basis therein set out in paying up in full the appropriate
number of unissued shares for allotment and distribution to and amongst
holders of the Elected Shares.
 (b)
    
    The shares allotted pursuant to the provisions of paragraph (a) of this Article
shall rank pari passu in all respects with the fully paid shares then in issue save only
as regards participation:
 (i)
    
    in the relevant dividend (or the right to receive or to elect to receive
an allotment of shares in lieu thereof as aforesaid); or(ii)
    
    in any other distributions, bonuses or rights paid, made, declared or
announced prior to or contemporaneously with the payment or declaration of the
relevant dividend
 unless, contemporaneously with the announcement by the Board of its proposal to apply the
provisions of sub-paragraph (i) or (ii) of paragraph (a) of this Article in relation to
the relevant dividend or contemporaneously with their announcement of the distribution,
bonus or rights in question, the Board shall specify that the shares to be allotted
pursuant to the provisions of paragraph (a) of this Article shall rank for participation
in such distribution, bonus or rights.(c)
    
    The Board may do all acts and things considered necessary or expedient to give
effect to any capitalisation pursuant to the provisions of paragraph (a) of this Article
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.(d)
    
    The Company may upon the recommendation of the Board by ordinary resolution resolve
in respect of any one particular dividend of the Company that notwithstanding the
provisions of paragraph (a) of this Article a dividend may be satisfied wholly in the
form of an allotment of shares credited as fully paid up without offering any right to
shares to elect such dividend in cash in lieu of such allotment.(e)
    
    The Board may on any occasion when it makes a determination pursuant to paragraph
(a) of this Article, resolve that no allotment of shares or rights of election for shares
to be issued pursuant to such determination shall be made available or made to any
shareholders with registered addresses in any particular territory or territories or to a
Depositary where the allotment of shares or the circulation of an offer of such rights of
election would or might, in the opinion of the Board, be unlawful or would or might, in
the opinion of the Board, be unlawful in the absence of a registration statement or other
special formalities, and in such event the provision aforesaid shall be read
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##### 



and
construed subject to such resolution and the only entitlement of shareholders in any such
territory or territories shall be to receive in cash the relevant dividend resolved to be
paid or declared. Depositary means a custodian or other person (or a nominee for such
custodian or other person) appointed under contractual arrangements with the Company or
other arrangements approved by the Board whereby such custodian or other person or
nominee holds or is interested in shares of the Company or rights or interests in shares
of the Company and issues securities
or other documents of title or otherwise evidencing the entitlement of the holder thereof
to or to receive such shares, rights or interests, provided and to the extent that such
arrangements have been approved by the Board for the purpose of these Articles and shall
include, where approved by the Board, the trustees (acting in their capacity as such) of
any employees share scheme established by the Company or any other scheme or
arrangements principally for the benefit of employees of the Company and/or its
subsidiaries which have been approved by the Board.(f)
    
    The Board may at any time resolve to cancel all (but not some only) of the
elections made and the notices given by the shareholders pursuant to sub-paragraphs
(i)(D) and (ii)(D) of paragraph (a) of this Article by giving seven days notice in
writing to the relevant shareholders.(g)
    
    The Board may on any occasion determine that rights of election under paragraph (a)
of this Article shall not be made available to shareholders who are registered in the
register of shareholders, or in respect of shares the transfer of which is registered,
after a date fixed by the Board 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 or other distributable reserves of the
Company, and no dividend shall bear interest as against the Company.133.
    
    The Directors may, if they think fit, from time to time, resolve to pay to the members such
interim dividends as appear to the Directors to be justified by the reserves of the Company.
If at any time the share capital of the Company is divided into different classes the
Directors may resolve to pay such interim dividends in respect of those shares in the capital
of the Company which confer on the holders thereof deferred or non-preferred rights as well as
in respect of those shares which confer on the holders thereof preferential or special rights
in regard to dividend, and provided that the Directors act bona fide they shall not incur any
responsibility to the holders of shares conferring a preference for any damage that they may
suffer by reason of the payment of an interim dividend on any shares having deferred or
non-preferred rights. The Directors may also resolve to pay at half-yearly or at other
suitable intervals to be settled by them any dividend which may be payable at a fixed rate if
they are of the opinion that the reserves of the Company justify the payment.134.
    
    All dividends unclaimed for one year after having become payable may be invested or otherwise
made use of by the Directors for the benefit of the Company until claimed, and all dividends
unclaimed for six years after having become payable may be forfeited by the Directors and
shall revert to the Company. The payment into a separate account of any monies payable in
respect of a dividend shall not constitute the Company a trustee in respect thereof for any
person.
    
    3(2)
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##### 



135.
    
    Unless otherwise directed any dividend or other monies payable in cash on or in respect of a
share may be paid by cheque or warrant sent through the post to the registered address of the
member or person entitled, or, in the case of joint holders, to the registered address of that
one whose name stands first on the Register in respect of the joint holding, or addressed to
such person at such address as the holder or joint holders shall direct. The
Company shall not be liable or responsible for any cheque or warrant lost in transmission nor
for any dividend or other monies lost to the member or person entitled thereto by the forged
endorsement of any cheque or warrant. Payment of the cheque or warrant by the banker on whom
it is drawn shall be a good discharge to the Company.136.
    
    The Directors may distribute in specie or in kind among the members in satisfaction in whole
or in part of any dividend any of the assets of the Company, and in particular any shares or
securities of other companies to which the Company is entitled and where any difficulty arises
in regard to the distribution the Board may settle the same as it thinks expedient, and in
particular may issue fractional certificates, disregard fractional entitlements or round the
same up or down, 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 as may seem expedient to the Board and may appoint any person to
sign any requisite instruments of transfer and other documents on behalf of the persons
entitled to the dividend and such appointment shall be effective. Where required, a contract
shall be filed in accordance with the provisions of the Ordinance and the Board may appoint
any person to sign such contract on behalf of the persons entitled to the dividend and such
appointment shall be effective.137.
    
    Before recommending a dividend the Directors may set aside any part of the net profits of the
Company to one or more reserves, and may apply the same either by employing it in the business
of the Company or by investing it in such manner as they shall think fit and the income
arising from such reserves shall be treated as part of the profits of the Company. Such
reserves may be applied for the purpose of maintaining the property of the Company, replacing
wasting assets, meeting contingencies, forming an insurance fund, equalising dividends, paying
special dividends, or for any other purpose for which the undivided profits of the Company may
lawfully be used, and until the same shall be so applied it shall be deemed to remain
undivided profit. The Directors may also carry forward as undivided profit any profit or
balance of profit which they shall not think fit to recommend as dividend or to place to
reserve.
 AUTHENTICATION OF DOCUMENTS
 138.
    
    Any Director or the Secretary or other authorised officer of the Company shall have power to
authenticate any documents affecting the constitution of the Company and any resolutions
passed by the Company or the Directors or any committee, 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 of extracts; and where any books, records, documents or accounts are
elsewhere than at the Office, the local manager or such other officer of the Company having
the custody thereof shall be deemed to be the authorised officer of the Company as aforesaid.
A document purporting to be a copy of a resolution or an extract from the minutes of a meeting
of the Company or of the Directors or any local board or committee which is certified as
aforesaid shall be conclusive evidence in favour of all persons dealing
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##### 



with the Company upon
the faith thereof that such resolution has been duly passed or, as the case may be, that any
minute so extracted is a true and accurate record of proceedings at a duly constituted
meeting.
 CAPITALISATION OF RESERVES ETC.
 139.
    
    The Company in general meeting may upon the recommendation of the Directors resolve to
capitalise any part of the Companys reserves or undivided profits not required for the
payment or provision of the dividend on any shares with a preferential right to a dividend,
and accordingly that such part be divided amongst the members who would have been entitled
thereto if distributed by way of dividend and in the same proportions, on condition that the
same be not paid in cash but be applied as a capitalisation issue either in or towards paying
up any amounts for the time being unpaid on any shares held by such members respectively or
paying up in full unissued shares or debentures or other securities of the Company to be
allotted and distributed credited as fully paid to and amongst such members in the proportion
aforesaid, or partly in one way and partly in the other:


provided that any amount standing to
the credit of a share premium account or a capital redemption reserve fund may, for the
purposes of this Article, only be applied in the paying up of unissued shares to be issued to
members of the Company as fully paid-up shares.140.
    
    Whenever such a resolution as aforesaid shall have been passed the Directors shall make all
appropriations and applications of the reserves and undivided profits resolved to be
capitalised thereby, and all allotments and issues of fully paid-up shares, debentures or
other securities and generally shall do all acts and things required to give effect thereto.141.
    
    For the purpose of giving effect to any resolution under Articles 136 and 139 hereof the
Directors may settle any difficulty which may arise in regard to the distribution or
capitalisation issue as they think expedient, and in particular may issue fractional
certificates, and may fix the value for distribution of any specific assets, and may determine
that cash payments shall be made to any members based upon the value so fixed or that
fractions of such value as the Directors may determine may be disregarded in order to adjust
the rights of all parties, and may vest any such cash or specific assets in trustees upon such
trusts for the persons entitled to the distribution or capitalisation issue as may seem
expedient to the Directors. The provisions of the Ordinance in relation to the filing of
contracts for allotment shall be observed, and the Directors may appoint any person to sign
such contract on behalf of the persons entitled to share in the distribution or capitalisation
issue, and such appointment shall be effective and binding upon all concerned, and the
contract may provide for the acceptance by such persons of the shares, debentures or other
securities to be allotted and distributed to them respectively in satisfaction of their claims
in respect of the sum so capitalised.
 ACCOUNTS AND AUDITORS
 142.
    
    The Directors 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 such receipt and expenditure take place; and(b)
    
    the assets and liabilities of the Company.
 
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Proper book shall not be deemed to be kept if there are not kept such books of accounts as are
necessary to give a true and fair view of the transactions.
 143
    (A)
    
    The Directors shall, from time to time, in accordance with the Ordinance, cause to be
prepared and to be laid before its annual general meeting the relevant financial documents
required by the Ordinance. The Directors may also cause to be prepared a summary financial
report if they think fit, which may be provided to members and/or debenture holders instead of
the relevant financial documents in circumstances permitted by the Ordinance, the Listing
Rules and any other applicable laws, rules and regulations.
 (B)
    
    Subject to paragraph (C) below, a copy of the relevant financial documents or the
summary financial report shall, not less than 21 days before the meeting, be delivered or
sent by post to the registered address of every member and debenture holder of the
Company, or in the case of a joint holding to the member or debenture holder (as the case
may be) whose name stands first in the appropriate Register in respect of the joint
holding. No accidental non-compliance with the provisions of this Article shall
invalidate the proceedings at the meeting.(C)
    
    Where a member or debenture holder of the Company has, in accordance with the
Ordinance, the Listing Rules and any other applicable laws, rules and regulations,
consented to treat the publication of the relevant financial documents and/or the summary
financial report on the Companys computer network as discharging the Companys
obligation under the Ordinance to send a copy of the relevant financial documents and/or
the summary financial report, then subject to compliance with the Ordinance, the Listing
Rules and any other applicable laws, rules and regulations, publication by the Company on
the Companys computer network of the relevant financial documents and/or the summary
financial report at least 21 days before the date of the meeting shall, in relation to
each such member or debenture holder of the Company, be deemed to discharge the Companys
obligations under paragraph (B) above.
 144.
    
    For the purpose of Article 143, relevant financial documents and summary financial report
shall have the meaning ascribed to them in the Ordinance.145.
    
    Auditors shall be appointed and their duties regulated in the manner provided by the
Ordinace.146.
    
    Subject as otherwise provided by the Ordinance the remuneration of the Auditors shall be
fixed by the Company in general meeting provided always that in respect of any particular year
the Company in general meeting may delegate the fixing of such remuneration to the Board.147.
    
    Every statement of accounts audited by the Companys Auditors and presented by the Board at a
general meeting shall after approval at such meeting be conclusive except as regards any error
discovered therein within three months of the approval thereof. Whenever any such error is
discovered within that period, it shall forthwith be corrected, and the statement of accounts
amended in respect of the error shall be conclusive.
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NOTICES
 148
    
    Any notice or document to be given or issued under these Articles shall be in writing, except
that any such notice or document to be given or issued by or on behalf of the Company under
these Articles (including any corporate communication within the meaning ascribed thereto in
the Listing Rules) shall be in writing which may or may not be in a transitory form and may be
recorded or stored in any digital, electronic, electrical, magnetic or other
retrievable form or medium and information in visible form (including an electronic
communication and publication on a computer network) whether having physical substance or not
may be served or delivered by the Company by any of the following means subject to and to such
extent permitted by and in accordance with the Ordinance, the Listing Rules and any other
applicable laws, rules and regulations:
    
    7(3)
 (i)
    
    personally;(ii)
    
    by sending it through the post in a properly prepaid letter, envelope or wrapper
addressed to a member at his registered address as appearing in the Register of Members
or in the case of another entitled person, to such address as he may provide;(iii)
    
    by delivering or leaving it at such address as aforesaid;(iv)
    
    by advertisement in an English language newspaper and a Chinese language newspaper
in Hong Kong in accordance with the Listing Rules;(v)
    
    by transmitting it as an electronic communication to the entitled person at such
electronic address as he may have provided; or(vi)
    
    by publishing it on a computer network.
 149.
    
    Any notice or document (including any corporate communication within the meaning ascribed
thereto in the Listing Rules) given or issued by or on behalf of the Company:
 (i)
    
    if sent by post, shall be deemed to have been served 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 it shall be sufficient to prove that the
envelope or wrapper containing the notice or document was properly prepaid, addressed and
put into such post office (airmail if posted from Hong Kong to an address outside Hong
Kong) and a certificate in writing signed by the Secretary or other person appointed by
the Board that the envelope or wrapper containing the notice or document was so properly
prepaid, addressed and put into such post office shall be conclusive evidence thereof;(ii)
    
    if not sent by post but delivered or left at a registered address by the Company,
shall be deemed to have been served on the day it was so delivered or left;(iii)
    
    if published by way of a newspaper advertisement, shall be deemed to have been
served on the date on which it is advertised in one English language newspaper and one
Chinese language newspaper in Hong Kong;
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(iv)
    
    if sent as an electronic communication, shall be deemed to have been served at the
time when the notice or document 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 or document being served;
and(v)
    
    if published on the Companys computer network, shall be deemed to have been served
on the day on which the notice or document is published on the Companys computer network
to which the entitled person may have access.
 149A.
    
    Subject to any applicable laws, rules and regulations, any notice or document, including but
not limited to the documents referred to in Article 143 and any corporate communication
within the meaning ascribed thereto 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.149B.
    
    For the purpose of Article 148 and 149, entitled person shall have the meaning ascribed to
them in the Ordinance.150.
    
    Any person who, by operation of law, transfer or other means whatsoever, shall become
entitled to any share shall be bound by every notice in respect of such share which,
previously to his name and address being entered in the Register, shall be duly given to the
person from whom he derives his title to such share.151.
    
    Any notice or document served in accordance with these Articles shall, notwithstanding such
member be then deceased or bankrupt, and whether or not the Company has notice of his decease
or bankruptcy, be deemed to have been duly served in respect of any shares held by such
member, whether held solely or jointly with other persons by such member, until some other
person be registered in his stead as the holder or joint holder thereof, and such service
shall for all purposes of these Articles be deemed a sufficient service of such notice or
document on his executors, administrators or assigns and all persons (if any) jointly
interested with him in any such share.152.
    
    Any summons, notice, order or other document required to be sent to or served upon the
Company, or upon any officer of the Company, may be sent or served by leaving the same or
sending it through the post in a prepaid letter, envelope or wrapper, addressed to the Company
or to such officer at the Office.153.
    
    The signature to any notice to be given by the Company may be written, typed, printed or made
electronically.154.
    
    Subject to any special provisions contained in these Articles or in the Ordinance, all
notices required to be given by advertisement shall be advertised in at least one daily
Chinese and one daily English newspaper circulating in Hong Kong.
    
    7(1)155.
    
    In reckoning the period for any notice given under these Articles, the day on which notice is
served, or deemed to be served, and the day for which such notice is given shall be excluded.
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WINDING UP
 156.
    
    If the Company shall be wound up, the surplus assets remaining after payment to all creditors
shall be divided among the members in proportion to the capital paid up on the shares held by
them respectively, and if such surplus assets shall be insufficient to repay the whole of the
paid-up capital, they shall be distributed so that, as nearly as may be, the losses shall be
borne by the members in proportion to the capital paid upon on the shares held by them
respectively. This Article is, however, subject to the rights of the holders of any shares
which may be issued on special terms or conditions.157.
    
    If the Company shall be wound up, the liquidator (whether voluntary or official) may, with
the sanction of a special resolution, divide among the members in specie or kind the whole or
any part of the assets of the Company or vest any part of the assets of the Company in
trustees upon such trusts for the benefit of the members or any of them as the resolution
shall provide. Any such resolution may provide for and sanction a distribution of any specific
assets amongst different classes of members otherwise than in accordance with their existing
rights, but each member shall in that event have a right of dissent and other ancillary rights
in the same manner as if such resolution were a special resolution passed pursuant to section
237 of the Ordinance.158.
    
    In the event of a winding-up of the Company in Hong Kong, every member of the Company who is
not for the time being in Hong Kong shall be bound, within fourteen days after the passing of
an effective resolution to wind up the Company voluntarily, or within the like period after
the making of an order for the winding up of the Company, to serve notice in writing on the
Company appointing some person resident in Hong Kong upon whom all summonses, notices,
processes, orders and judgements in relation to or under the winding up of the Company may be
served and, in default of such nomination, the liquidator of the Company shall be at liberty
on behalf of such member to appoint some such person, and service upon any such appointee
shall be deemed to be a good personal service on such member for all purposes, and where the
liquidator makes any such appointment he shall, with all convenient speed, give notice thereof
to such member by advertising in such English language daily newspaper circulating in Hong
Kong as he shall deem appropriate or by a registered letter sent through the post and
addressed to such member at his address as appearing in the Register, and such notice shall be
deemed to be served on the day on which the advertisement appears or the letter is posted.
 INDEMNITY
 159.
    
    Subject to the provisions of the Ordinance, every Director or other officer 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 and in particular and without prejudice to the generality of
the foregoing every Director and other officer of the Company shall be indemnified by the
Company against, and it shall be the duty of the Directors out of the funds of the Company to
pay all costs, losses and expenses which any such Director and other officer may incur or
become liable for by reason of any contract entered into, or act or thing done by him or them
as such Director and other officer, or in any way in the discharge of their or his duties,
including travelling expenses; and the amount for which such indemnity is provided shall
immediately attach as a lien on the property of the Company, and have priority as
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##### 



between the
members over all other claims. Any person who is a Director or other officer of the Company
shall not be liable (except in consequence of his own dishonesty) for the acts, receipts,
neglects or defaults of any other Director or other officer of the Company or for any losses
or expenses incurred by the Company through the insufficiency or deficiency of title to any
property acquired by order of the Directors for or on behalf of the Company, or for the
insufficiency or deficiency of any security in or upon which any of the moneys of the Company
shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or
tortious act of any person with whom any moneys, securities or effects of the Company shall be
deposited or for any loss occasioned by any error of judgement, omission, default or oversight
on their or his part, or for any other loss, damage or misfortune whatever which shall happen
in the execution of the duties of his office or in relation thereto.
 DESTRUCTION OF DOCUMENTS
 160.
    
    Subject to the Ordinance, the Company may destroy:
 (a)
    
    any share certificate which has been cancelled at any time after the expiry of one
year from the date of such cancellation;(b)
    
    any dividend mandate or any variation or cancellation thereof or any notification
of change of name or address at any time after the expiry of two years from the date on
which such mandate, variation, cancellation or notification was recorded by the Company;(c)
    
    any instrument of transfer of shares which has been registered at any time after
the expiry of six years from the date of registration; and(d)
    
    any other document, on the basis of which any entry in the register is made, at any
time after the expiry of six years from the date on which an entry in the register was
first made in respect of it;
 and it shall conclusively be presumed in favour of the Company that every share certificate so
destroyed was a valid certificate duly and properly cancelled and that every instrument of
transfer so destroyed was a valid and effective instrument duly and properly registered and
that every other document destroyed hereunder was a valid and effective document in accordance
with the recorded particulars thereof in the books or records of the Company. Provided always
that:
 (i)
    
    the foregoing provisions of this Article shall apply only to the destruction of a
document in good faith and without express notice to the Company that the preservation of
such document was relevant to a claim;(ii)
    
    nothing contained in this Article shall be construed as imposing upon the Company
any liability in respect of the destruction of any such document earlier than as
aforesaid or in any case where the conditions of proviso (i) above are not fulfilled; and(iii)
    
    references in this Article to the destruction of any document include reference to
its disposal in any manner.
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UNTRACEABLE SHAREHOLDERS
 161.
    
    Without prejudice to the rights of the Company, the Company may cease sending such cheques
for dividend entitlements or dividend warrants by post if such cheques or warrants have been
left uncashed on two consecutive occasions. However, the Company may exercise the power to
cease sending cheques for dividend entitlements or dividend warrants after the first occasion
on which such a cheque or warrant is returned undelivered.
    
    13(1)162.
    
    The Company shall have the power to sell, in such manner as the Board thinks fit, any shares
of a shareholder who is untraceable, but no such sale shall be made unless:
    
    13(2)(a)
 (i)
    
    all cheques or warrants, being not less than three in total number, for any sum
payable in cash to the holder of such shares in respect of them sent during the relevant
period in the manner authorised by the Articles of Association of the Company have
remained uncashed;(ii)
    
    so far as it is aware at the end of the relevant period, the Company has not at any
time, during the relevant period received any indication of the existence of the
shareholder who is the holder of such shares or of a person entitled to such shares by
death, bankruptcy or operation of law;(iii)
    
    the Company has caused an advertisement to be inserted in English in one English
language daily newspaper and in Chinese in one Chinese language daily newspaper (provided
that the aforesaid daily newspapers shall be included in the list of newspaper issued and
published in the Hong Kong Government Gazette for the purpose of section 71A of the
Ordinance) advertising its intention to sell such shares and a period of three months has
elapsed since the date of such advertisement; and
    
    13(2)(b)(iv)
    
    the Company has notified the stock exchange in the relevant territory of its
intention to effect such sale.
 For the purpose of the foregoing, relevant period means the period commencing twelve years
before the date of publication of the advertisement referred to in paragraph (iii) of this
Article and ending at the expiry of the period referred to in that paragraph.
    
    13(2)The manner, timing and terms of any sale of shares pursuant to this Article (including but not
limited to the price or prices at which the same is made) shall be such as the Board
determines, based upon advice from such bankers, brokers or other persons as the Board
considers appropriate consulted by it for the purposes, to be reasonably practicable having
regard to all the circumstances including the number of shares to be disposed of and the
requirement that the disposal be made without delay and the Board shall not be liable to any
person for any of the consequences of reliance on such advice.163.
    
    To give effect to any such sale pursuant to Article 162 the Board may authorise any person to
transfer the said shares and the instrument of transfer signed or otherwise executed by or on
behalf of such person shall be as effective as if it had been executed by the registered
holder or the person entitled by transmission to such shares, and the purchaser shall not be
bound to see to the application of the purchase money nor shall his title to the shares be
affected by any irregularity or invalidity in
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the proceedings relating to the sale. The net
proceeds of the sale will belong to the Company and, upon receipt by the Company of such
proceeds, it shall become indebted to the former shareholder by carrying all moneys in respect
thereof to a separate account for an amount equal to such net proceeds. No trusts shall be
created in respect of such debt and no interest shall be payable in respect of it and the
Company shall not be required to account for any money earned from the net proceeds which may
be employed in the business of the Company or as it thinks fit. Any sale under this Article
shall include any additional shares which during the relevant period or during any period
ending on the date when all the requirements of sub-paragraphs (i) to (iii) of Article 162
have been satisfied have been issued in respect of those held at the beginning of such
relevant period and shall be valid and effective notwithstanding that the shareholder holding
the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.
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