Build King : PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED ADOPTION OF NEW BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

April 21, 2021 at 11:00 am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

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

BUILD KING HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00240)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

PROPOSED GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES

PROPOSED ADOPTION OF NEW BYE-LAWS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Build King Holdings Limited to be held at Academy Room I-II, 1st Floor, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Tuesday, 25 May 2021 at 2:00 p.m. is set out on Appendix IV to this circular. Whether or not you intend to attend such meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Progressive Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjourned meeting if they so wish.

PRECAUTIONARY MEASURES AT THE ANNUAL GENERAL MEETING

In view of the current development of novel coronavirus circumstances, please refer to Appendix IV (Notice of Annual General Meeting) to this circular for measures being taken to safeguard the health and well-being of the Shareholders who are attending the AGM in person, including:

body temperature check
health declaration
wearing surgical face mask
access restriction for quarantine participants according to the Department of Health of Hong Kong
no refreshment

Any Shareholder who refuses to co-operate with the precautionary measures will not be admitted to the venue. For the health and well-being of the Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the AGM in person.

22 April 2021

	CONTENTS
		Page
DEFINITIONS .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I	- DETAILS OF RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II	- EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX III	- ADOPTION OF NEW BYE-LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
APPENDIX IV	- NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . .	92

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be convened and
	held at Academy Room I-II, 1st Floor, InterContinental Grand
	Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon,
	Hong Kong on Tuesday, 25 May 2021 at 2:00 p.m.;
"Board"	the board of directors of the Company;
"Bye-laws"	the bye-laws of the Company;
"Company"	Build King Holdings Limited, a company incorporated in
	Bermuda with limited liability and the shares of which are listed
	on the Main Board of the Stock Exchange;
"Directors"	the directors of the Company;
"Existing Bye-laws"	the existing bye-laws of the Company adopted on 15 May 2012;
"Group"	the Company and its subsidiaries;
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC;
"Latest Practicable Date"	19 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange;
"New Bye-laws"	the bye-laws of the Company set out in Appendix III to this
	circular (with proposed changes marked-up against the
	conformed version of the Existing Bye-laws posted on the
	website of the Stock Exchange) proposed to be adopted by the
	Shareholders with effect from the passing of the relevant special
	resolution;
"New Issue Mandate"	a general mandate proposed to be granted to the Directors to
	exercise the power of the Company to issue new Shares on the
	terms set out in the Notice;
"Notice"	the notice convening the AGM;
"PRC"	the People's Republic of China, for the purpose of this circular,
	excluding Hong Kong, the Macau of the Special Administrative
	Region of the PRC and Taiwan;

	DEFINITIONS
"Repurchase Mandate"	a general mandate proposed to be granted to the Directors to
	exercise the power of the Company to repurchase the Shares on
	the terms set out in the Notice;
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the Law of
	Hong Kong;
"Share(s)"	ordinary share(s) of par value of HK$0.10 each in the capital of
	the Company;
"Shareholder(s)"	the shareholder(s) of the Company;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Takeovers Code"	the Code on Takeovers and Mergers;
"Wai Kee"	Wai Kee Holdings Limited (stock code: 610), a company
	incorporated in Bermuda with limited liability, the controlling
	shareholder of the Company and the shares of which are listed on
	the Main Board of the Stock Exchange;
"HK$"	Hong Kong Dollars, the lawful currency of Hong Kong; and
"%"	per cent.

LETTER FROM THE BOARD

BUILD KING HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00240)

Executive Directors:	Registered Office:
Zen Wei Peu, Derek	Clarendon House
(Chairman, Chief Executive Officer	2 Church Street
and Managing Director)	Hamilton HM 11
Chang Kam Chuen, Desmond	Bermuda
Non-executive Directors:	Principal Place of Business
David Howard Gem	in Hong Kong:
Chan Chi Hung, Anthony	Units 601-605A, 6th Floor
	Tower B, Manulife Financial Centre
Independent Non-executive Directors:	223 Wai Yip Street
Ho Tai Wai, David	Kwun Tong, Kowloon
Ling Lee Ching Man, Eleanor	Hong Kong
Lo Yiu Ching, Dantes
Ng Cheuk Hei, Shirley
	22 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

PROPOSED GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES

PROPOSED ADOPTION OF NEW BYE-LAWS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the AGM, resolutions will be proposed:

to re-elect retiring Directors;
to allot, issue and deal with additional Shares and to make or grant offers, agreements and options not exceeding 20% of the number of Shares in issue as at the date of passing such resolution;

LETTER FROM THE BOARD

to repurchase Shares not exceeding 10% of the number of Shares in issue as at the date of passing such resolution;
to add to the general mandate for issuing Shares set out in (b) above the number of Shares repurchased by the Company pursuant to the Repurchase Mandate set out in (c) above; and
to amend the Bye-laws and to adopt a new set of Bye-laws incorporating all the amendments made by the Company set out in Appendix III to this circular and those previously approved as the new Bye-laws and to cancel all the unissued preference shares in the authorised share capital of the Company.

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, Mr. Zen Wei Peu, Derek and Mr. Chang Kam Chuen, Desmond are the Executive Directors, Mr. David Howard Gem and Mr. Chan Chi Hung, Anthony are the Non-executive Directors and Mr. Ho Tai Wai, David, Mrs. Ling Lee Ching Man, Eleanor, Mr. Lo Yiu Ching, Dantes and Ms. Ng Cheuk Hei, Shirley are the Independent Non-executive Directors.

Pursuant to Bye-law 111 of the Bye-laws, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation.

Accordingly, Mr. Chang Kam Chuen, Desmond, Mr. David Howard Gem and Mr. Lo Yiu Ching, Dantes will retire from office by rotation at the AGM. They, being eligible, will offer themselves for re-election at the AGM.

Details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.

PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES

At the AGM, it will be proposed, by way of an ordinary resolution, that the Directors be given a general and unconditional mandate to exercise all powers of the Company to issue new Shares up to 20% of the number of the Shares in issue at the date of the passing of the ordinary resolution. As at the Latest Practicable Date, there were 1,241,877,992 Shares in issue. Subject to the passing of the relevant ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, the Company would be authorised to issue up to a maximum of 248,375,598 Shares.

In addition, it is further proposed, by way of a separate ordinary resolution, that the New Issue Mandate be extended so that the Directors be given a general mandate to issue further Shares of a number equal to the number of the Shares repurchased by the Company under the Repurchase Mandate.

LETTER FROM THE BOARD

PROPOSED GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, it will be proposed, by way of an ordinary resolution, that the Directors be given a general and unconditional mandate to exercise all powers of the Company to repurchase Shares on the Stock Exchange up to a maximum of 10% of the Shares in issue at the date of passing the ordinary resolution.

An explanatory statement containing information relating to the Repurchase Mandate as required pursuant to the Listing Rules is set out in Appendix II to this circular.

ADOPTION OF NEW BYE-LAWS

The Board proposes to amend the Existing Bye-laws to allow general meetings of the Company to be held as a hybrid meeting or electronic meeting where Shareholders may attend by electronic means in addition to as a physical meeting where Shareholders attend in person. The amendments also explicitly set out other related powers of the Board and the chairman of the general meetings, including making arrangements for attendance as well as ensuring the security and orderly conduct of such general meetings. The other house-keeping amendments to the Existing Bye-laws are in line with the proposed amendments. Further, there are also amendments to the Existing Bye-laws to reflect certain updates in relation to the applicable laws of Bermuda and the Listing Rules. The Board proposes to adopt the New Bye-laws in substitution for, and to the exclusion of, the Existing Bye-laws.

The major areas of the proposed amendments that will be incorporated in the New Bye-laws are summarized below:

to allow all general meetings (including inter alia annual general meeting and any adjourned or postponed meeting) to be held as a physical meeting in any part of the world and at one or more locations, or as a hybrid meeting or an electronic meeting;
to insert the definitions of "electronic meeting", "hybrid meeting", "Meeting Location", "physical meeting" and "Principal Meeting Place", and make corresponding changes to the relevant provisions of the Existing Bye-laws;
to include additional details to be specified in a notice of general meeting in light of allowing general meetings to be held at one or more meeting locations, or as a hybrid meeting or an electronic meeting;
to provide that the chairman of the general meeting may, with the consent of the meeting at which a quorum is present, adjourn the meeting from time to time (or indefinitely) and/or from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting);
to provide for the proceedings of general meetings which are held at one or more locations, or as a hybrid meeting or an electronic meeting, and the powers of the Board and the chairman of the meeting in relation thereto;

LETTER FROM THE BOARD

to provide that, where the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold a general meeting on the date or at the time or place or by means of electronic facilities specified in the notice calling for such meeting, they may change or postpone the meeting to another date, time and/or place, change the electronic facilities and/or change the form of the meeting (a physical meeting, a hybrid meeting or an electronic meeting) without approval from the Shareholders;
to provide that votes (other than on a show of hands) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine;
to make other house-keeping amendments, including inserting definition of "electronic communication" and making consequential amendments in line with the above amendments to the Existing Bye-laws;
to provide that the Board may resolve to capitalize all or any part of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution by applying such sum in paying up unissued shares to be allotted to
1. employees (including Directors) of the Company and/or its affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Shareholders, or
2. any trustee of any trust to whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Shareholders;
to remove the convertible preference shares from the authorised share capital of the Company and the terms of the convertible preference shares; and
to make other amendments to better align with the wordings in the applicable laws of Bermuda and the Listing Rules.

The full text of the proposed New Bye-laws(marked-up against the conformed version of the Existing Bye-laws posted on the website of the Hong Kong Stock Exchange) is set out in Appendix III to this circular. The Chinese translation of the proposed New Bye-laws is for reference only. In case of any discrepancy or inconsistency between the English version and its Chinese translation, the English version shall prevail.

The legal advisers to the Company as to Hong Kong laws have confirmed that the proposed New Bye-laws comply with the requirements of the Listing Rules and the legal advisers to the Company as to Bermuda laws have confirmed that the proposed New Bye-laws do not violate the applicable laws of Bermuda. The Company confirms that there is nothing unusual about the proposed New Bye-laws.

LETTER FROM THE BOARD

AGM

Set out in Appendix IV to this circular is the Notice. A form of proxy for use by the Shareholders in respect of the AGM is also enclosed. Whether or not the Shareholders are able to attend the AGM, they are requested to complete the enclosed form of proxy and return it to the Company's branch share registrar in Hong Kong, Tricor Progressive Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the AGM should they wish to do so.

VOTING BY POLL

Pursuant to Rule 13.39 of the Listing Rules and Bye-law 75, any votes of the Shareholders at a general meeting must be taken by poll. The Company will appoint scrutineers to handle vote-taking procedures at the AGM. The results of the poll will be published on the websites of the Stock Exchange and the Company as soon as possible in accordance with Rule 13.39 of the Listing Rules.

RECOMMENDATION

The Directors are of the opinion that the re-election of retiring Directors, the grant of the New Issue Mandate and the Repurchase Mandate, and the adoption of New Bye-laws are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL

Your attention is drawn to the additional information set out in the Appendix I (Details of Retiring Directors Proposed for Re-election), Appendix II (Explanatory Statement), Appendix III (Adoption of New Bye-laws) and Appendix IV (Notice of Annual General Meeting) to this circular.

Yours faithfully,

For and on behalf of the Board

Zen Wei Peu, Derek

Chairman

APPENDIX I	DETAILS OF RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM:

CHANG Kam Chuen, Desmond, age 55, has been appointed as an Executive Director of the Company since 1 June 2008. He has been appointed as the Company Secretary of the Company since 31 May 2005. He is a fellow member of The Hong Kong Institute of Certified Public Accountants and an associate member of Chartered Institute of Management Accountants, the United Kingdom ("UK"). He has over 30 years of experience in accounting profession and financial management. Mr. Chang is responsible for the finance, human resources, information technology, administration and company secretarial departments of the Group.

Mr. Chang did not hold any directorship in other Hong Kong or overseas listed public companies in the last three years. Save for his directorship in the Group, Mr. Chang does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Chang holds 1,500,000 Shares. Save as disclosed above, Mr. Chang does not have, and is not deemed to have, any other interests and short positions in any shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO).

Mr. Chang has entered into a service agreement with the Company for a term of three years commencing from 1 June 2020 and is subject to retirement by rotation and re-election pursuant to the Bye-laws. He is entitled to an annual remuneration package of HK$2.33 million plus bonus as determined by the Profit Share Scheme of the Company. His emolument will be reviewed and determined by the Remuneration Committee of the Company annually with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market condition.

Mr. Chang has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Chang that need to be brought to the attention of the Shareholders.

APPENDIX I	DETAILS OF RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION

David Howard Gem, age 80, has been appointed as a Non-executive Director of the Company since 9 August 2004. He had been a member of the Audit Committee of the Company since 29 July 2005 and resigned on 12 January 2011. He is a Chartered Engineer and is a member of both the Institution of Civil Engineers, London and The Hong Kong Institution of Engineers. He is also a member of The Chartered Institute of Arbitrators and a fellow of The Hong Kong Institute of Highways and Transportation. He has over 45 years of experience with contractors in the management, design and construction of a wide variety of civil engineering and building projects in the UK, Asia and Hong Kong. He was a past Vice President of The Hong Kong Construction Association and Chairman of The Civil Engineering Committee. He was also a past Chairman of the Civil Engineering Division of The Hong Kong Institution of Engineers and a past member of the Construction Advisory Board to the Hong Kong Government.

On 1 January 2020, a wholly-owned subsidiary of the Company (the "Subsidiary") and Gateway Business Services Limited ("Gateway", which is beneficially owned by Mr. Gem) entered into a consultancy agreement, pursuant to which Gateway would provide the Subsidiary with consultancy services through Mr. Gem for a period of two years commencing on 1 January 2020 at a consultancy fee (exclusive of travelling and accommodation expenses) of HK$27,750 per month. Subject to the Company's financial performance, the Subsidiary may pay a discretionary fee not exceeding HK$10,000 per month to Gateway. If Mr. Gem is requested by the Subsidiary to visit countries outside the United Kingdom for more than one week, the charge payable to Gateway per additional week is HK$93,000. The consultancy services to be provided include, but are not limited to, strategic planning, marketing, project performance review, tendering, training and other services requested by the Subsidiary from time to time.

Mr. Gem did not hold any directorship in other Hong Kong or overseas listed public companies in the last three years. Save for his directorship in the Company, Mr. Gem does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Gem holds 900,000 Shares. Save as disclosed above, Mr. Gem does not have, and is not deemed to have, other interests and short positions in any shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO).

Mr. Gem has entered into a letter of appointment with the Company for a term of three years commencing from 1 March 2021 and is subject to retirement by rotation and re-election in accordance with the Bye-laws. Mr. Gem is entitled to an emolument of HK$240,000 per annum for acting as a Non-executive Director of the Company. His emolument will be reviewed and determined by the Board annually with authorization granted by the Shareholders at the annual general meeting of the Company and taking reference to his duties and responsibilities with the Company and the prevailing market situation.

Mr. Gem has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Gem that need to be brought to the attention of the Shareholders.

APPENDIX I	DETAILS OF RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION

LO Yiu Ching, Dantes, GBS, JP, age 75, has been appointed as an Independent Non-executive Director of the Company since 30 November 2018. He is the Chairman of the Nomination Committee, and a member of the Audit Committee and the Remuneration Committee of the Company. Mr. Lo is a professional civil and structural engineer. He is fellows of the Institution of Civil Engineers, Institution of Structural Engineers and Hong Kong Institution of Engineers. He has engaged for more than 50 years in the administration, planning, design and construction of various major capital works projects in Hong Kong and overseas. Mr. Lo joined the Hong Kong Government in 1974 as an Engineer and was promoted to Director of Civil Engineering in 1999 and Director of Highways in 2000. From 2002 to 2006, he was appointed as the Permanent Secretary for the Environment, Transport and Works (Works). He retired from the civil service in 2006. Mr. Lo then served as a senior consultant to the Hospital Authority on capital planning. Subsequently, Mr. Lo had been appointed as a board member and later Advisor to the CEO of The Airport Authority Hong Kong. Mr. Lo is a distinguished adjunct professor in the Department of Civil Engineering, University of Hong Kong. He is an independent non-executive director of China Overseas Grand Oceans Group Limited, the shares of which are listed on the Main Board of the Stock Exchange.

Save as disclosed above, Mr. Lo did not hold any other directorships in other Hong Kong or overseas listed public companies in the last three years. Save for his directorship in the Company, Mr. Lo does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Lo does not have, and is not deemed to have, any interests and short positions in any shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO).

Mr. Lo has entered into a letter of appointment with the Company for a term of three years commencing from

1 March 2021 and is subject to retirement by rotation and re-election in accordance with the Bye-laws. Mr. Lo is entitled to an emolument of HK$240,000 per annum for acting as an Independent Non-executive Director and an additional fee of HK$48,000 per annum for acting as the Chairman of the Nomination Committee of the Company. His emolument will be reviewed and determined by the Board annually with authorization granted by the shareholders at the annual general meeting of the Company and taking reference to his duties and responsibilities with the Company and the prevailing market situation.

Mr. Lo has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Lo that need to be brought to the attention of the Shareholders.

In respect of the re-election of Mr. Lo as Independent Non-executive Director of the Company, with reference to the Nomination Policy and the Board Diversity Policy of the Company, the Nomination Committee has evaluated his overall contributions and services to the Company and has considered selection criteria and the diversity of the Board, including but not limited to education background, professional experience, skills, reputation for integrity and independence. Having received written confirmation from Mr. Lo of his independence pursuant to Rule 3.13 of the Listing Rules, and taking into account that he has not been involved in the daily operations and management of the Group during their tenure, the Nomination Committee and the Board believe that Mr. Lo continues to be independent and also believe that Mr. Lo is able to fulfil his role as required, and therefore recommend Mr. Lo to be re-elected as Independent Non-executive Director of the Company at the AGM.

APPENDIX II

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide Shareholders with requisite information reasonably necessary for them to make an informed decision as to whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, there were 1,241,877,992 Shares in issue. Subject to the passing of the relevant ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, the Company would be authorised to repurchase up to a maximum of 124,187,799 Shares.

REASONS FOR THE REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have general authority from the Shareholders to enable the Directors to repurchase Shares on the Stock Exchange. Such repurchase may, depending on marketing conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and its Shareholders.

FUNDING OF THE REPURCHASES

It is proposed that repurchases of securities under the Repurchase Mandate would be financed from available cash flow or working capital facilities of the Company and its subsidiaries. In repurchasing the securities, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye-laws and the laws of Bermuda. The laws of Bermuda provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant Shares, or funds of the Company which would otherwise be available for dividend or distribution or the proceeds of a new issue of Shares made for the purpose of the repurchase. The amount of premium payable on the repurchase may only be paid out of either funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account before the Shares are repurchased.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts of the Company for the year ended 31 December 2020), in the event that the proposed Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

APPENDIX II

EXPLANATORY STATEMENT

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months prior to the Latest Practicable Date were as follows:

	Per Share
	Highest	Lowest
	HK$	HK$
2020
April	0.850	0.720
May	0.810	0.690
June	0.860	0.700
July	0.850	0.700
August	0.940	0.710
September	0.860	0.780
October	0.890	0.800
November	1.100	0.810
December	1.040	0.940
2021
January	1.010	0.910
February	1.030	0.920
March	1.110	0.980
April (up to the Latest Practicable Date)	1.150	1.070

DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any of the Shares to the Company.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she has a present intention to sell any of the Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchase pursuant to the proposed resolution in accordance with the Listing Rules and the laws of Bermuda.

APPENDIX II

EXPLANATORY STATEMENT

EFFECT OF THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers of the Company to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company as a result of share repurchases by the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, approximately 56.76% of the total number of Shares in issue was held by Wai Kee and its subsidiaries and, assuming full exercise of the Repurchase Mandate, approximately 63.07% will be held by Wai Kee and its subsidiaries. The Directors are not aware of any consequences which will arise under the Takeovers Code upon exercise of the Repurchase Mandate.

SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of the Shares (whether on the Stock Exchange or otherwise) has been made by the Company during the six months preceding the Latest Practicable Date.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

BYE-LAWS

BUILD KING HOLDINGS LIMITED

(formerly known as "SEAPOWER INTERNATIONAL HOLDINGS LIMITED" and

"I-China Holdings Limited")

(Adopted at the Annual General Meeting held on [●] 2021) (Adopted at a Special General Meeting held on 13 July, 1990) (Amended at the Annual General Meeting held on 26 September, 1996) (Amended at a Special General Meeting held on 11 December, 2001) (Amended at a Special General Meeting held on 18 March, 2004) (Amended at the Annual General Meeting held on 21 June, 2004) (Amended at the Annual General Meeting held on 12 May, 2005) (Amended at the Annual General Meeting held on 21 May, 2009) (Adopted at the Annual General Meeting held on 15 May, 2012)

APPENDIX III

ADOPTION OF NEW BYE-LAWS

INTERPRETATION

1. The marginal notes to these bye-laws shall not affect their interpretation and in the interpretation of these bye-laws, unless there be something in the subject or context inconsistent therewith:-

announcement	"announcement" shall mean an official publication of a notice or document
	of the Company, including a publication, subject to and to such extent
	permitted by the Listing Rules, by electronic communication or by
	advertisement published in the newspapers or in such manner or means
	ascribed and permitted by the Listing Rules and applicable laws;
associate	"associate" the meaning attributed to it in the rules of the Designated Stock
	Exchange;
business day	'business day"shall mean a day on which the Designated Stock Exchange
	generally is open for the business of dealing in securities in Hong Kong. For
	the avoidance of doubt, where the Designated Stock Exchange is closed for
	the business of dealing in securities in Hong Kong on a business day by
	reason of a Number 8 or higher typhoon signal, black rainstorm warning or
	other similar event, such day shall for the purposes of these Bye-laws be
	counted as a business day.;
close associate	"close associate" in relation to any Director, shall have the same meaning as
	defined in the Listing Rules as modified from time to time, except that for
	purposes of Bye-law 102 where the transaction or arrangement to be
	approved by the board is a connected transaction referred to in the Listing
	Rules, it shall have the same meaning as that ascribed to "associate" in the
	Listing Rules;
Designated Stock	"Designated Stock Exchange" means a stock exchange in respect of which
Exchange	the shares of the Company are listed or quoted and where such appointed
	stock exchange deems such listing or quotation to be the primary listing or
	quotation of the shares of the Company;
electronic means	"electronic means" shall include sending or otherwise making available to
	the intended recipients of the communication an electronic communication;
electronic	"electronic communication" shall mean a communication sent, transmitted,
communication	convened and received by wire, by radio, by optical means or by other
	electron magnetic means in any form through any medium;
electronic meeting	"electronic meeting" shall mean a general meeting held and conducted
	wholly and exclusively by virtual attendance and participation by members
	and/or proxies by means of electronic facilities;
Hong Kong	"Hong Kong" shall mean Hong Kong and its dependencies;

APPENDIX III	ADOPTION OF NEW BYE-LAWS
the Company	"the Company" or "this Company" shall mean BUILD KING HOLDINGS
	LIMITEDSEAPOWER INTERNATIONAL HOLDINGS LIMITED;
Companies Act	"Companies Act" or "the Act" shall mean the Companies Act 1981 of
the Act	Bermuda as amended from time to time and includes every other act
	incorporated therewith or substituted therefor;
the Statutes	"the Statutes" shall mean the Act and every other Act of the legislature of the
	Islands of Bermuda for the time being in force concerning companies and
	applying to or affecting the Company;
head office	"head office" shall mean such office of the Company as the Directors may
	from time to time determine to be the principal office of the Company;
hybrid meeting	"hybrid meeting" shall mean a general meeting convened for the (i) physical
	attendance by members and/or proxies at the Principal Meeting Place and
	where applicable, one or more Meeting Locations and (ii) virtual attendance
	and participation by members and/or proxies by means of electronic
	facilities;
Listing Rules	"Listing Rules" shall mean the rules and regulations of the Designated Stock
	Exchange as modified from time to time;
Meeting Location	"Meeting Location" has the meaning given to it in Bye-law 74(A);
physical meeting	"physical meeting" shall mean a general meeting held and conducted by
	physical attendance and participation by members and/or proxies at the
	Principal Meeting Place and/or where applicable, one or more Meeting
	Locations;
Principal Meeting	"Principal Meeting Place" shall have the meaning given to it in Bye-law
Place	68(3);
relevant territories	"relevant territories" shall mean Hong Kong or, in the event of the issued
	share capital of the Company no longer being listed with the consent of the
	Directors on any stock exchange in Hong Kong, such other territory or
	territories as the Directors may from time to time decide;
registration office	the"registration office" shall mean such place or places in the relevant
	territories or elsewhere where the Directors from time to time determine to
	keep a branch register of members and where (except in cases where the
	Directors otherwise agree) transfers or other documents of title are to be
	lodged for registration and are to be registered;
substantial	"substantial shareholder" shall mean a person who is entitled to exercise, or
shareholder	to control the exercise of, ten per cent. (10%) or more (or such other
	percentage as may be prescribed by the Listing Rules from time to time) of
	the voting power at any general meeting of the Company;

APPENDIX III

ADOPTION OF NEW BYE-LAWS

these bye-laws these presents these Bye-laws

capital

shareholders members

the register

Directors

Bboard

Board

Secretary

auditors

chairman

Office

seal

dividend

HK dollars

HK$

month

writing printing

"these bye-laws" or "these presents" or "these Bye-laws"shall mean the present bye-laws and all supplementary, amended or substituted bye-laws for the time being in force;

"capital" shall mean the share capital from time to time of the Company;

"share" shall mean share in the capital of the Company;

"shareholders" or "members" shall mean the duly registered holders from time to time of the shares in the capital of the Company;

"the register" shall mean the register of members to be kept pursuant to the provisions of the Companies Act or these Bye-laws;

"Directors" or "board" or "Board"shall mean the Directors from time to time of the Company or (as the context may require) a majority of Directors present and voting at a meeting of Directors;

"Secretary" shall mean the person for the time being performing the duties of that office;

"auditors" shall mean the persons for the time being performing the duties of that office;

"the chairman" shall mean the chairman presiding at any meeting of members or of the board;

"Office" shall mean the registered office of the Company for the time being;

"seal" shall mean the common seal from time to time of the Company or any other common seals of the Company for use in any place other than Bermuda and any other seal adopted for use by the Company under bye-law 132;

"dividend" shall include bonus and a distribution out of contributed surplus;

"HK dollars" and "HK$" shall mean dollars legally current in Hong Kong;

"month" shall mean a calendar month;

"writing" or "printing" shall include writing, printing, lithography, photography, type-writing and every other mode of representing or reproducingwords or figures in a legible and non-transitory form, including in the form of electronic display,or, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including where the representation takes the form of electronic display,provided that both the mode of service of the relevant document or notice and the Mmembers' election (where applicable) comply with all applicable Statutes, rules and regulations;

APPENDIX III	ADOPTION OF NEW BYE-LAWS
singular and	words denoting the singular shall include the plural and words denoting the
plural	plural shall include the singular;
gender	words importing either gender shall include the other gender and the neuter;
persons	words importing persons shall include companies and corporations; and
companies
statutory provisions	references to any statute or statutory provision shall be construed as relating
	to any statutory modification or re-enactment thereof for the time being in
	force.

Words in the Act to bear same meaning in bye-laws

Subject as aforesaid, any words defined in the Act shall, if not inconsistent with the subject and/or context, bear the same meaning in these bye-laws.

Special Resolution	aAresolution shall be a Special Resolution when it has been passed by a
	majority of not less than three-fourths of votes cast by such members as,
	being entitled so to do, vote in person or, in the case of such members as are
	corporations, by their respective duly authorised representative or, where
	proxies are allowed, by proxy at a general meeting of which Nnotice
	specifying (without prejudice to the power contained in these Bye-laws to
	amend the same) the intention to propose the resolution as a Special
	Resolution, has been duly given pursuant to Bye-law 68;.
Ordinary	A resolution shall be an Ordinary Resolution when it has been passed by a
Resolution	simple majority of votes cast by such members as, being entitled so to do,
	vote in person or, in the case of any member being a corporation, by its duly
	authorised representative or, where proxies are allowed, by proxy at a general
	meeting of which Nnotice has been duly given pursuant to Bye-law 68.
	A Special Resolution shall be effective for any purpose for which an
	Ordinary Resolution is expressed to be required under any provision of these
	presents or the Statutes.
	References to a document (including but without limitation, a resolution in
	writing)being signed orexecuted include references to it being signed or
	executed under hand or under seal or by electronic signature or by electronic
	communicationor by any other method and references to a notice or
	document include a notice or document recorded or stored in any digital,
	electronic, electrical, magnetic or other retrievable form or medium and
	information in visible form whether having physical substance or not.

APPENDIX III			ADOPTION OF NEW BYE-LAWS
		Reference to a meeting shall mean a meeting convened and held in any
		manner permitted by these Bye-laws and any member or Director (including,
		without limitation, the chairman of the meeting) attending and participating
		at a meeting by means of electronic facilities shall be deemed to be present
		at that meeting for all purposes of the Statutes and these Bye-laws, and
		attend, participate, attending, participating, attendance and participation shall
		be construed accordingly.
		References to a person's participation in the business of a general meeting
		include without limitation and as relevant the right (including, in the case of
		a corporation, through a duly authorised representative) to speak or
		communicate, vote, be represented by a proxy and have access in hard copy
		or electronic form to all documents which are required by the Statutes and all
		other applicable laws, rules and regulations or these Bye-laws to be made
		available at the meeting, and participate and participating in the business of
		a general meeting shall be construed accordingly.
		References to electronic facilities include, without limitation, online
		platform(s), website addresses, webinars, webcast, video or any form of
		conference call systems (telephone, video, web or otherwise).
		Where a member is a corporation, any reference in these Bye-laws to a
		member shall, where the context requires, refer to a duly authorised
		representative of such member.
		Nothing in these bye-laws precludes the holding and conducting of a general
		meeting in such a way that persons who are not present together at the same
		place or places may by electronic means attend and participate in it.
Alteration of	2.	Without prejudice to any other requirements of the Companies Act, a Special
memorandum of		Resolution shall be required to alter the provisions of the memorandum of
association,		association, to approve any amendment of these presents or to change the
bye-laws and name		name of the Company.
			Share capital and modification of rights
Capital	3.	(A)	The authorised share capital of the Company is HK$200,000,000
			divided into 17,000,000,000 shares of a par value of HK$0.01 and
			3,000,000,000 preference shares of a par value of HK$0.01The share
			capital of the Company at the date on which these Bye-laws come into
			effect shall be divided into shares of a par value of HK$0.10 each.
		(B)	The convertible preference shares of HK$0.01 each ("Preference
			Shares") to be issued by the Company which are convertible into new
			ordinary shares of HK$0.01 each ("Ordinary Shares") in the capital of

the Company at a conversion price of HK$0.01 per Ordinary Share shall have the following rights, privileges and restrictions:-

APPENDIX III

ADOPTION OF NEW BYE-LAWS

Dividends. The holders of Preference Shares shall be entitled to receive dividends at the rate of 2% per annum at its issue price. The holders of Preference Shares shall be entitled to receive dividends prior to and in preference to the holders of Ordinary Shares. No dividend, whether in cash, in property or in shares of the Company, shall be allowed to be paid on any other class or series of shares of the Company unless and until the dividend payable to holders of the Preference Shares was first paid or granted in full on the Preference Shares. The dividends payable to the holders of Preference Shares shall be cumulative.
Liquidation. In the event of any liquidation, dissolution, winding up of the Company, or a return of capital (other than upon conversion, redemption or repurchase of shares or with respect to a dividend) whether voluntary or not, or a sale of all or substantially all of the assets of the Company (each a "Liquidation Event") distributions to the members of the Company shall be made in the following manner:
1. Each holder of Preference Shares shall be entitled to receive, prior and in preference to any distribution of any assets, surplus or funds of the Company to the holders of the Ordinary Shares or any other class or series of shares of the Company by reason of their ownership of such shares, an amount per Preference Share held by him which shall equal to (i) the aggregate amount of the issue price of all Preference Shares then in issue and outstanding divided by
2. 1. the total number of all Preference Shares then in issue and outstanding, for each Preference Share then held by such holder, plus all declared but unpaid dividends and distributions on such Preference Shares (collectively, the "Preference Amount"). All declared but unpaid dividends and distributions on Preference Shares shall be calculated up to and including the date of commencement of the Liquidation Event. If, upon the occurrence of a Liquidation Event, the assets and funds available to be distributed among the holders of Preference Shares shall be insufficient to permit the payment to such holders of the Preference Amount, then the entire assets and funds of the Company legally available for distribution to such holders shall be distributed rateably among the holders of the Preference Shares in proportion to the aggregate Preference Amount for the Preference Shares owned by each such holder.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

1. After payment has been made to the holders of Preference Shares of the full Preference Amount to which they are entitled pursuant to paragraph (A) of this section (2), the remaining assets and funds of the Company available for distribution to members shall be distributed among the holders of Ordinary Shares in proportion to their respective
  Shareholding Proportions only. "Shareholding Proportion" in respect of each shareholder means the proportion which the aggregate number of Ordinary Shares held by such shareholder bears to the aggregate number of all Ordinary Shares held by all shareholders.
2. If the consideration received by the Company is other than cash or partly in cash, the value of securities and property paid or distributed pursuant to this section (2) shall be computed at fair market value at the time of payment to the Company or at the time made available to members, all as determined by the Board of Directors of the Company ("Board") in good faith and in its reasonable business judgement, provided that (i) if such securities are listed on any established stock exchange or a national market system, their fair market value shall be the closing sales price for such securities as quoted on such system or exchange (or the largest such exchange) for the date the value is to be determined (or if there are no sales for such date, then for the last preceding business day on which there were sales), as reported in the newspaper; and (ii) if such securities are regularly quoted by a recognised securities dealer but selling prices are not reported, their fair market value shall be the average of the high bid and low asked prices for such securities on the date the value is to be determined (or if there are no quoted prices for such date, then for the last preceding business day on which there were quoted prices).
3. Nothing herein shall affect in any way the right of each holder of Preference Shares to convert such shares at any time and from time to time into Ordinary Shares in accordance with section (4) hereof. Any holder may expressly condition any such conversion upon the closing or consummation of a specific anticipated Liquidation Event, in which case the conversion shall take effect immediately prior to and conditional upon such closing or consummation.
Voting Rights. The holder of each Preference Share shall not have any voting rights.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

Conversion. The holders of Preference Shares shall have conversion rights as follows:
1. Right to Convert. Each Preference Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share but before the seventh anniversary thereof, into such number of fully-paid Ordinary Shares to be determined by the issue price of such Preference Shares divided by the conversion price (the "Conversion Price") of HK$0.01 per Ordinary Share. The initial Conversion Price shall be subject to adjustment as provided in accordance with section (4)(D). For the avoidance of doubt, no payment shall be made by the holder of Preference Shares to the Company upon or in connection with the conversion of Preference Shares into Ordinary Shares.
2. Mandatory Conversion. Each Preference Share shall automatically be converted into such number of Ordinary Shares to be determined by the issue price of such Preference Shares divided by the then effective applicable Conversion Price on the seventh anniversary of the date of issuance of the Preference Share (such event being referred to herein as the "Mandatory Conversion").
3. Mechanics of Conversion. No fractional Ordinary Shares shall be issued upon conversion of the Preference Shares. All Ordinary Shares (including any fractions thereof) issuable upon conversion of more than one Preference Share by a holder thereof shall be aggregated for purposes of determining whether the issuance would result in the issuance of any fractional share. Any holder of Preference Shares shall, to the extent possible, convert the Preference Shares in board lots of Ordinary Shares. One Ordinary Share shall be issued and allotted in respect of any fractional Ordinary Share arising on conversion of the Preference Shares being converted by a holder. For the purpose of the conversion hereunder, if the par value of the Ordinary Shares to be issued on the conversion of any Preference Shares have an aggregate par value greater than the aggregate par value of the Preference Shares being converted, the Company shall, subject to applicable laws, capitalise any part of the surplus and apply the same in paying up at par the requisite number of Ordinary Shares or, where there is insufficient surplus, effect a fresh issue of Shares at a premium and apply the proceeds thereof in paying up at par the required number of additional Ordinary Shares to be issued on the conversion of the Preference Shares so as to satisfy the provisions hereunder. All Ordinary Shares so issued shall rank pari passu in all respect to the Ordinary Shares then in issue.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

Before any holder of Preference Shares shall be entitled to convert the same into Ordinary Shares and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company in Hong Kong and shall give written notice to the Company at such office that he or she elects to convert the same; provided, however, that in the event of the Mandatory Conversion pursuant to Section (4)(B), the outstanding Preference Shares shall be converted mandatorily without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company and provided further that the Company shall not be obligated to issue certificates evidencing the Ordinary Shares issuable upon the Mandatory Conversion unless the certificates evidencing such Preference Shares are either delivered to the Company as provided above, or the holder notifies the Company that such certificates have been lost, stolen, or destroyed and provides such indemnity as may be reasonably required by the Company.

The Company shall, as soon as practicable after such delivery, or such notification in the case of a lost, stolen, or destroyed certificate, issue and deliver at such office to such holder of the Preference Shares, a certificate or certificates for the number of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Preference Shares to be converted, or in the case of Mandatory Conversion, on the seventh anniversary of the issue of the Preference Shares, and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares at such time. For the avoidance of doubt, no conversion shall prejudice the right of a holder of Preference Shares to receive dividends and other distributions declared but not paid as at the date of conversion on the Preference Shares being converted.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

Adjustments to Conversion Price
The adjustments to the Conversion Price is to ensure that the shareholding of the holders of the Preference Shares shall not be affected by any change in the share capital of the Company.
1. Adjustments for Dividends, Splits, Subdivisions, Combinations, or Consolidation of Ordinary Shares. In the event the outstanding Ordinary Shares shall be increased by a share dividend payable in Ordinary Shares, share split, subdivision, or other similar transaction into a greater number of Ordinary Shares, the Conversion Price then in effect shall, concurrently with the effectiveness of such event, be decreased in proportion to the percentage increase in the outstanding number of Ordinary Shares. In the event the outstanding Ordinary Shares shall be decreased by a reverse share split, combination, consolidation, or other similar transaction into a smaller number of Ordinary Shares, the Conversion Price then in effect shall, concurrently with the effectiveness of such event, be increased in proportion to the percentage decrease in the outstanding number of Ordinary Shares.
  Except to the limited extent provided for in the case of a reverse share split, combination, consolidation or other similar transaction, no adjustment of the Conversion Price pursuant to this section (4)(D) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

Adjustments for Reclassification, Exchange and Substitution. If the Ordinary Shares issuable upon conversion of the Preference Shares shall be changed into the same or a different number of shares of any other class or classes of shares, whether by capital reorganisation, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the Conversion Price then in effect shall, concurrently with the effectiveness of such reorganisation or reclassification, be proportionately adjusted such that the Preference Shares shall be convertible into, in lieu of the number of Ordinary Shares which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of shares equivalent to the number of shares of such other class or classes of shares in the capital of the Company into which the Ordinary Shares that would have been subject to receipt by the holders of Preference Shares upon conversion of such Preference Shares immediately before that change would have been changed into.
Adjustments on Lower Price Issuance.
1. If and whenever the Company shall issue any "Additional Shares" (as defined below) at any time after the date of completion (the "Completion Date") of the proposed restructuring of the Company as set out in the document issued by the Company on 24 February, 2004 (the "Document") for a consideration per share less than the Conversion Price in effect on the date and immediately prior to such issue, then and in each such event, the Conversion Price then in effect shall be reduced, concurrently with such issue, to the price per share received by the Company pursuant to the issue of such Additional Shares.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

(ii) For purposes of this section (4)(D)(c)(i), "Additional Shares" shall mean all equity securities of the Company ("Equity Securities") issued after the Completion Date other than (I) Ordinary Shares issued or issuable at any time upon conversion of any Preference Shares; (II) Ordinary Shares issued or issuable as part of the proposed restructuring of the Company as set out in the Document; (III) Equity Securities issued or issuable as a dividend or distribution with respect to any shares in the capital of the Company; (IV) Equity Securities issued or issuable at any time upon exercise of any rights or options to subscribe for Equity Securities where the Conversion Price in effect immediately prior to the issuance of such rights or options has already been adjusted as a result of and in accordance with this section (4); (V) Equity Securities issued or issuable pursuant to the consent in writing of all the members of the Company; and (VI) Equity Securities issued or issuable as a result of any share split or share consolidation or the like which does not affect the total amount of issued share capital in the Company.

(iii) For the purpose of making any adjustment to the Conversion Price as provided in section (4)(D)(c)(i) above, the consideration received by the Company for any issue of Additional Shares shall be computed:

(I) to the extent it consists of cash, as to the amount of cash received by the Company (before deduction of any offering expenses payable by the Company and any underwriting or similar commissions, compensation, or concessions paid or allowed by the Company negotiated on an arm's length basis by the Company with such underwriting agent) in connection with such issue;

(II) to the extent it consists of property other than cash, at the fair market value of that property as reasonably determined in good faith by an independent valuer appointed by the Board;

APPENDIX III

ADOPTION OF NEW BYE-LAWS

(III) if Additional Shares are issued together with other stock or securities or other assets of the Company for a consideration which covers both, as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares; and

(IV) if Additional Shares are issued in connection with any merger in which the Company is the amalgamated company, the amount of consideration therefor will be deemed to be the fair market value (as reasonably determined in good faith by the Board) of such portion of the net assets and business of the non-amalgamated company as is attributable to such Additional Shares.

If the Additional Shares comprise any rights or options to subscribe for, purchase, or otherwise acquire Ordinary Shares, or any security convertible or exchangeable into Ordinary Shares, then, in each case, the price per share received by the Company upon new issue of such Additional Shares will be determined by dividing the total amount, if any, received or receivable by the Company as consideration for the granting of the rights or options or the issue of the convertible securities, plus the minimum aggregate amount of additional consideration payable to the Company on exercise or conversion of the securities, by the maximum number of Ordinary Shares issuable on such exercise or conversion. Such granting or issue will be considered to be an issue for cash of the maximum number of Ordinary Shares issuable on exercise or conversion at the price per share determined hereunder, and the Conversion Price, will be adjusted as above provided to reflect (on the basis of that determination) the issue. No further adjustment of such Conversion Price will be made as a result of the actual issuance of Ordinary Shares on the exercise of any such rights or options or the conversion of any such convertible securities.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

Upon the redemption or repurchase of any such securities or the expiration or termination of the right to convert into, exchange for, or exercise with respect to, Ordinary Shares, the Conversion Price will be readjusted to such price as would have been obtained had the adjustment made upon their issuance been made upon the basis of the issuance of only the number of such securities as were actually converted into, exchanged for, or exercised with respect to, Ordinary Shares. If the purchase price or conversion or exchange rate provided for in any such security changes at any time, then, upon suchchange becoming effective, the Conversion Price then in effect will be readjusted forthwith to such price as would have been obtained had the adjustment made upon the issuance of such securities been made upon the basis of (I) the issuance of only the number of Ordinary Shares theretofore actually delivered upon the conversion, exchange or exercise of such securities, and the total consideration received herefore, and (II) the granting or issuance, at the time of such change, of any such securities then still outstanding for the consideration, if any, received by the Company herefore and to be received on the basis of such changed price or rate.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

(iv) Adjustments for Other Distributions. In the event the Company at any time or from time to time makes, or fixes a record date for the determination of holders of Ordinary Shares entitled to receive, any distribution payable in securities of the Company other than Ordinary Shares and other than as adjusted elsewhere in this section (4), then and in each such event provision shall be made so that the holders of Preference Shares shall receive upon conversion thereof, in addition to the number of Ordinary Shares receivable thereupon, the amount of securities of the Company which they would have received had their Preference Shares been converted into Ordinary Shares immediately prior to such record date or on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this section (4) with respect to the rights of the holders of Preference Shares. If the Company shall declare a distribution payable in securities of other persons, evidence of indebtedness of the Company or other persons, assets (excluding cash dividends) or options or rights not referred to in section (4)(D)(d), the holders of Preference Shares shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of Ordinary Shares into which their Preference Shares are convertible as of the record date fixed for determination of the holders of Ordinary Shares entitled to receive such distribution.

Save as expressly provided in this section (4), there shall be no other adjustment in the Conversion Price.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

1. Extension of General Offer. So long as any Preference Shares are outstanding and the Company becomes aware that an offer is made or an invitation is extended to all holders of Ordinary Shares generally to acquire all or some of the Ordinary Shares or any scheme or arrangement is proposed for that acquisition, the Company shall forthwith give notice to all holders of Preference Shares and the Company shall use its best endeavours to ensure that there is made or extended at the same time a similar offer or invitation, or that the scheme or arrangement is extended, to each holder of Preference Shares, as if its conversion rights had been fully exercised on a date which is immediately before the record date for the offer or invitation or the scheme or arrangement at the Conversion Price applicable at that time.
No Impairment. The Company shall not, by amendment of its memorandum of association, its bye-laws or through any reorganisation, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but shall at all times in good faith assist in the carrying out of all the provisions of this section (4) and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of Preference Shares against impairment.
Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this section (4), the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof, and furnish to each holder of Preference Shares subject to such adjustment or readjustment, a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request of any holder of Preference Shares, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the applicable Conversion Price then in effect, and (iii) the number of shares of Ordinary Shares and the amount, if any, of other property which at the time would be received upon the conversion of the Preference Shares.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

Notices of Record Date. In the event that the Company shall propose at any time to:
1. declare any dividend or distribution upon the Ordinary Shares or other class or series of shares, whether in cash, property, share, or other securities, and whether or not a regular cash dividend;
2. offer for subscription pro rata to the holders of any class or series of its capital any additional shares of any class or series or other rights;
3. effect any reclassification or recapitalisation of the Ordinary Shares outstanding involving a change in the Ordinary Shares; or
4. merge or consolidate with or into any other corporation, or sell, lease, or convey all or substantially all its property, assets or business, or a majority of the capital of the Company, or to liquidate, dissolve, or wind up:
  then, in connection with each such event, the Company shall send to the holders of Preference Shares:
5. 1. at least 14 days' prior written notice of the date on which a record shall be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of Ordinary Shares shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in subparagraphs (a) to (c) of this section (4)(G); and
  2. in the case of the matters referred to in subparagraphs (a) to (d) of this section (4)(G), at least 14 days' prior written notice of the date when the same shall take place (and specifying the date on which the holders of Ordinary Shares shall be entitled to exchange their Ordinary Shares for securities or other property deliverable upon the occurrence of such event or the record date for the determination of such holders if such record date is earlier).
    Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of Preference Shares at the address for each such holder as shown on the share register of the Company.

APPENDIX III			ADOPTION OF NEW BYE-LAWS
		(H)	Issue Taxes. The Company shall pay any and all issue and
			other taxes (other than income taxes) that may be payable in
			respect of any issue or delivery of shares of Ordinary Shares
			on conversion of the Preference Shares pursuant hereto;
			provided, however, that the Company shall not be obligated
			to pay any transfer taxes resulting from any transfer
			requested by any holder in connection with any such
			conversion.
		(I)	Reservation of Ordinary Shares Issuable Upon
			Conversion. The Company shall at all times reserve and
			keep available out of its authorised but unissued Ordinary
			Shares, solely for the purpose of effecting the conversion of
			the Preference Shares, such number of Ordinary Shares as
			shall from time to time be sufficient to effect the conversion
			of all outstanding Preference Shares, and if at any time the
			number of authorised but unissued Ordinary Shares shall
			not be sufficient to effect the conversion of all then
			outstanding Preference Shares, the Company will take such
			corporate action as may be necessary to increase its
			authorised but unissued Ordinary Shares to such number of
			shares as shall be sufficient for such purpose, including,
			without limitation, engaging in best efforts to obtain the
			requisite member approval of any necessary amendment to
			its memorandum of association or its bye-laws.
		(CB) Subject to the StatuesStatutes, the power contained in the memorandum
		of association for the Company to purchase its shares shall be
		exerciseable by the Directors upon such terms and subject to such
		conditions as they think fit.
Issue of shares	4.	(A) Without	prejudice to any special rights previously conferred on the
		holders of existing shares, any share may be issued with such preferred,
		deferred, qualified or other special rights, privileges or conditions or
		subject to such restrictions, whether as regards dividend, voting, return
		of share capital or otherwise, as the Company may from time to time by

Ordinary Resolution determine (or, in the absence of any such determination, as the Directors may determine) and 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 or at the option of the holder is liable to be redeemed.

APPENDIX III				ADOPTION OF NEW BYE-LAWS
		(B)	The Directors may issue warrants or convertible securities of similar
			nature conferring the right upon the holders thereofto subscribe for any
			class of shares or securities of the Company on such terms as they may
			from time to time determine. Where such share warrants are lost, no
			new warrant shall be issued to replace one that has been lost unless the
			Directors are satisfied beyond reasonable doubt that the original has
			been	destroyed and have received an indemnity in satisfactory form
			with regard to the issue of any such new warrant:.
How rights of	5.	(A)	Subject to the Act and without prejudice to Bye-law 8, all or any of the
shares may be			special rights for the time being attached to the shares or any class of
modified			shares may, unless otherwise provided by the terms of issue of the
			shares of that class, from time to time (whether or not the Company is
			being wound up) be varied, modified or abrogated either with the
			consent in writing of the holders of not less than three-fourthsin
			nominal valueof the issued shares of that class or with the sanction of
			a special resolution passed at a separate general meeting of the holders
			of the shares of that class. To every such separate general meeting all
			the provisions of these Bye-laws relating to general meetings of the
			Company shall, mutatis mutandis, apply, but so that:
			(a)	the necessary quorum (other than at an adjourned meeting or

				postponed meeting) shall be two persons (or in the case of a
				member being a corporation, its duly authorised representative)
				holding or representing by proxy not less than one-third in
				nominal value of the issued shares of that class and at any
				adjourned meeting or postponed meetingof such holders, two
				holders present in person or (in the case of a member being a
				corporation) its duly authorised representative or by proxy
				(whatever the number of shares held by them) shall be a quorum;
				and
			(b)	every holder of shares of the class shall be entitled to one vote for
				every such share held by him.
		(B)	The special rights conferred upon the holders of any shares or class of
			shares shall not, unless otherwise expressly provided in the rights

attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto.

APPENDIX III			ADOPTION OF NEW BYE-LAWS
			Shares and increase of capital
Company not to	6.	(A)	Subject to the Statutes, the Company may give financial assistance on
give financial			such terms as the Directors think fit to directors and bona fide
assistance			employees of the Company, its subsidiaries, and any holding company
			of the Company and/or any subsidiary of any such holding company, in
			each such case whether incorporated in Bermuda or elsewhere, in order
			that they may buy shares (fully or partly paid) in the Company or any
			holding company of the Company and such terms may include a
			provision stating that, when a director ceases to be a director of, or an
			employee ceases to be employed by the Company or such other
			company, shares bought with such financial assistance shall or may be
			sold to the Company or such other company on such terms as the
			Directors think fitSubject to compliance with the Listing Rules and any
			other competent regulatory authority, the Company may give financial
			assistance for the purpose of or in connection with a purchase made or
			to be made by any person of any shares in the Company.
		(B)	Subject to the StatuesStatutes, the Company may in accordance with
			any scheme for the time being in force and approved by the members
			in general meeting provide, directly or indirectly, money or other
			financial assistance for the purchase of or in connection with the
			purchase of, or subscription for, fully or partly paid shares in the
			Company or any holding company of the Company, being a purchase of
			or subscription for shares by a trustee of or to be held by or for the
			benefit of employees of the Company, any of its subsidiaries, any
			holding company of the Company and/or any subsidiary of any such
			holding company in each such case whether incorporated in Bermuda
			or elsewhere including a dDirector holding a salaried employment or
			office with or in any such company and so that the residual beneficiary
			of any such trust may be or include a charity.
Power to increase	7.	The Company in general meeting may from time to time, whether or not all
capital		the shares for the time being authorised shall have been issued and whether
		or not all the shares for the time being issued shall have been fully paid up,
		by Ordinary Resolution increase its share capital by the creation of new
		shares, such new capital to be of such amount and to be divided into shares
		of such respective amounts as the resolution shall prescribe.
On what conditions	8.	(A)	Any new shares shall be issued upon such terms and conditions and
new shares may be			with such rights and privileges annexed thereto as the general meeting
issued			resolving upon the creation thereof shall direct and, if no direction be
			given, subject to the provisions of the Companies Act and of these

bye-laws, as the Directors shall determine, and in particular such 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.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
		(B) Subject to the provisions of the Act, any shares may, with the sanction
		of a Special Resolution, be issued on terms that they are, or at the
		option of the Company or the holder are liable, to be redeemed.
When to be offered	9.	The Company may by Ordinary Resolution, before the issue of any new
to existing		shares, determine that the same, or any of them, shall be offered in the first
members		instance, and either at par or at a premium, to all the existing holders of any
		class of shares in proportion as nearly as may be to the number of shares of
		each class held by them respectively, or make any provisions as to the issue
		and allotment of such shares, but in default of any such determination or so
		far as the same shall not extend, such shares may be dealt with as if they
		formed part of the shares in the capital of the Company existing prior to the
		issue of the same.
New shares to	10.	Except so far as otherwise provided by the conditions of issue or by these
form part of		bye-laws, any capital raised by the creation of new shares shall be treated as
original capital		if it formed part of the original capital of the Company and such shares shall
		be subject to the provisions contained in these bye-laws with reference to the
		payment of calls and instalments, transfer and transmission, forfeiture, lien,
		cancellation, surrender, voting and otherwise.
Shares at the	11.	Subject to the provisions of the Companies Act and of these bye-laws relating
disposal of the		to new shares, all unissued shares in the Company shall be at the disposal of
board		the board, which may offer, allot, grant options over or otherwise dispose of
		them to such persons, at such times and for such consideration and on such
		terms as the board shall in its absolute discretion think fit, but so that no
		shares shall be issued at a discount to their nominal value. Neither the

		Company nor the Board shall be obliged, when making or granting any
		allotment of, offer of, option over or disposal of shares, to make, or make
		available, any such allotment, offer, option or shares to members or others
		with registered addresses in any particular territory or territories being a
		territory or territories where, in the absence of a registration statement or
		other special formalities, this would or might, in the opinion of the Board, be
		unlawful or impracticable. Members affected as a result of the foregoing
		sentence shall not be, or be deemed to be, a separate class of members for any
		purpose whatsoever.
Company may pay	12.	The Company may at any time pay a commission to any person for
commissions		subscribing or agreeing to subscribe (whether absolutely or conditionally) for
		any shares in the Company or procuring or agreeing to procure subscriptions
		(whether absolute or conditional) for any shares in the Company, but so that

the conditions and requirements of the Statutes shall be observed and complied with, and in each case the commission shall not exceed ten per cent. of the price at which the shares are issued.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

Company not to recognise trusts in respect of shares

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

			Register of members and share certificates
Register	14.	(A)	The Directors shall cause to be kept a register of the members and there
			shall be entered therein the particulars required under the Companies
			Act.
		(B)	Subject to the provisions of the Companies Act, if the Directors
			consider it necessary or appropriate, the Company may establish and
			maintain one or more branch registers at such locations outside
			Bermuda as the Directors think fit.
		(C)	Subject to the Listing Rules, notwithstanding any other provisions of
			these bye-laws, the Company or the Directors may fix any date as the
			record date for (a) determining the members entitled to receive any
			dividend, distribution, allotment or issue; and (b) determining the
			members entitled to receive notice of and to vote at any general meeting
			of the Company.
Share Certificates	15.	Every person whose name is entered as a member in the register in respect

of any shares of any one class upon the issue or transfer thereof shall be entitled to receive one or several certificates in stock exchange board lots or multiples thereof as he shall request and one for the balance (if any) of the shares in question, on payment of such fee not exceeding the maximum amount as may from time to time be permitted under the Statutes and where shares of the Company are listed on The Stock Exchange of Hong Kong Limited, the rules prescribed by The Stock Exchange of Hong Kong Limitedthe Listing Rules. Such certificates shall be issued by the Company within the period as may from time to time be permitted under the Statutes and where shares of the Company are listed on The Stock Exchange of Hong Kong Limited, the rules prescribed by The Stock Exchange of Hong Kong Limitedthe Listing Rules, whichever is the shorterafter the allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, afterlodgment of a transfer (or within such other period as the terms of issue shall provide). 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.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
Share certificate to	16. Every certificate for shares or debentures or representing any other form of
be sealed	security of the Company shall be issued under the seal of the Company or a
	facsimile thereof or with the Seal printed thereon.

Every certificate to	17. Every share certificate hereafter issued shall specify the number and class
specify number of	and distinguishing numbers (if any) of the shares in respect of which it is
shares	issued and the amount paid thereon and may otherwise be in such form as the
	Directors may from time to time prescribe. No certificate shall be issued
	representing shares of more than one class.
Joint holders	18. If any share shall stand in the names of two or more persons, the person first
	named in the register shall be deemed the sole holder thereof as regards
	service of notices and, subject to the provisions of these bye-laws, all or any
	other matters connected with the Company, except the transfer of the share.
Replacement of	19. If a share certificate is defaced, lost or destroyed, it may be replaced on
share certificates	payment of such fee, if any, not exceeding the maximum amount as may from
	time to time be permitted under the Statutes and where shares of the
	Company are listed on The Stock Exchange of Hong Kong Limited, the rules
	prescribed by The Stock Exchange of Hong Kong Limitedthe Listing Rules
	and on such terms and conditions, if any, as to publication of notices,
	evidence and indemnity, as the Directors think fit and, in case of defacement,
	on delivery of the old certificate to the Company.
		Lien
Company's lien	20. The Company shall have a first and paramount lien on every share (not being
	a fully paid up share) for all moneys, whether presently payable or not, called
	or payable at a fixed time in respect of such share. The Company's lien (if
	any) on a share shall extend to all dividends and bonuses declared in respect
	thereof. The Directors may resolve that any share shall for some specified
	period be exempt wholly or partially from the provisions of this bye-law.
Sale of shares	21. The Company may sell in such manner as the Directors think fit any shares
subject to lien	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 which 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 or
	specifying the liability or engagement and demanding fulfilment or discharge
	thereof and giving notice of intention to sell in default, shall have been given
	to the registered holder for the time being of the shares or the person entitled
	by reason of such holder's death or bankruptcy to the shares.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
Application of	22. The net proceeds of such sale after the payment of the costs shall be of such
proceeds of such	sale applied in or towards payment or satisfaction of the debt or liability or
sale	engagement in respect whereof the lien exists, so far as the same is presently
	payable, and any residue shall (subject to a like lien for debts or liabilities not
	presently payable as existed upon the shares prior to the sale) 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 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.
	Calls on shares
Calls	23. The Directors may from time to time make such calls as they may think fit
	upon the members in respect of any monies unpaid on the shares held by
	them respectively and not by the conditions of allotment thereof made
	payable at fixed times. A call may be made payable either in one sum or by
	instalments. The board may, but is not obliged to, allot shares on terms that
	if a sum payable in respect of any call is not duly paid, the Directors may
	exercise the powers of forfeiture contained in bye-laws 48 to 57 of these
	presents, but the holders of the relevant shares shall have no other contractual
	liability to the Company in respect of such unpaid sums.
Notice of call	24. Fourteen days' notice at least of any call shall be given specifying the time
	and place of payment and to whom such call shall be paid.
Copy of notice to	25. A copy of the notice referred to in bye-law 24 shall be sent to members in the
be sent to members	manner in which notices may be sent to members by the Company as herein
	provided.
Every member	26. Every member upon whom a call is made shall pay the amount of every call
liable to pay call at	so made on him to the person and at the time or times and place or places as
appointed time and	the Directors shall appoint.
place
When call deemed	27. A call shall be deemed to have been made at the time when the resolution of
to have been made	the Directors authorising such call was passed.
Liability of joint	28. The joint holders of a share shall be severally as well as jointly liable for the
holders	payment of all calls and instalments due in respect of such share or other
	moneys due in respect thereof.
Board may extend	29. The Directors may from time to time at their discretion extend the time fixed
time fixed for call	for any call, and may extend such time as to all or any of the members, whom
	from residence outside Hong Kong or other cause the Directors may deem
	entitled to any such extension but no member shall be entitled to any such
	extension except as a matter of grace and favour.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
Interest on unpaid	30. Unless the terms of allotment of the shares in respect of which a call is made
calls	otherwise provide, if the sum payable in respect of any call or instalment be
	not paid on or before the day appointed for payment thereof, the person or
	persons from whom the sum is due shall pay interest for the same at such rate
	not exceeding twenty per cent. Per annum as the board shall fix from the day
	appointed for the payment thereof to the time of the actual payment, but the
	board may waive payment of such interest wholly or in part.
Suspension of	31. No member shall be entitled to receive any dividend or bonus or to be present
privileges while	and vote (save as proxy for another member) at any general meeting, either
call unpaid	personally or by proxy, or be reckoned in a quorum, or to exercise any other
	privilege as a member until all calls or instalments due from him to the
	Company, whether alone or jointly with any other person, together with
	interest and expenses (if any) shall have been paid.
Evidence in action	32. On the trial or hearing of any action or other proceedings for the recovery of
for call	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 debt accrued; that the resolution
	making the call is duly recorded in the minute book; and that notice of such
	call was duly given to the member sued, in pursuance of these bye-laws; and
	it shall not be necessary to prove the appointment of the Directors who made
	such call, nor any other matters whatsoever, but the proof of the matters
	aforesaid shall be conclusive evidence of the debt.
Sums payable on	33. Any sum which by the terms of allotment of a share is made payable upon
allotment deemed a	allotment or at any fixed date, whether on account of the nominal value of the
call	share and/or by way of premium, shall for all purposes of these bye-laws be
	deemed to be a call duly made and payable on the date fixed for payment, and
	in case of non-payment all the relevant provisions of these bye-laws as to
	payment of interest and expenses, forfeiture and the like, shall apply as if
	such sums had become payable by virtue of a call duly made and notified.
Payment of calls in	34. The Directors may, if they think fit, receive from any member willing to
advance	advance the same, and either in money or money's worth, all or any part of
	the money uncalled and unpaid or instalments payable upon any shares held
	by him, and upon all or any of the moneys so advanced the Company may
	pay interest at such rate (if any) as the Directors may decide. Where any
	interest is paid, the holder of the share or shares shall not be entitled to
	participate in respect thereof in a dividend subsequently declared. The
	Directors may at any time repay the amount so advanced upon giving to such
	member not less than one month's notice in writing of their intention in that
	behalf, 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.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
	Transfer of shares
Registration	35. (A) The Directors may, in their absolute discretion, at any time and from
	time to time transfer any share upon the register of members to any
	branch register or any share on any branch register to the register of
	members or any other branch register.
	(B) Unless the Directors otherwise agree, no shares on the register of
	members may be transferred to any branch register nor may shares on
	any branch register be transferred to the register of members or any
	other branch register. All transfers and other documents of title must be
	lodged for registration, in the case of shares on a branch register, at the
	relevant registration office and, in the case of shares on the register of
	members, at the Office.
Form of transfer	36. All transfers of shares may be effected in any manner permitted by and in
	accordance with the Listing Rules orby transfer in writing in the usual
	common form or in a form prescribed by the Designated Stock Exchange or
	in such other form as the Directors may accept. For the purpose of this
	bye-law, the board may, on such conditions as it may think fit, accept the
	machine imprinted or mechanically produced signature of the transferor or
	the transferee as the valid signature of the transferor or the transferee.
Execution of	37. The instrument of transfer of any share shall be executedby or on behalf of
transfer	the transferor and transferee, provided that the Directors may dispense with
	the execution of the instrument of transfer by the transferee in any case which
	they think fit in their discretion so to do. The transferor shall be deemed to
	remain the holder of the share until the name of the transferee is entered in
	the register in respect thereof. Nothing in these bye-laws shall preclude the
	board from recognising a renunciation of the allotment of provisional
	allotment of any share by the allottee in favour of some other person.
Directors may	38. The board may, in its absolute discretion, and without assigning any reason,
refuse to register a	refuse to register a transfer of any share (not being a fully paid up share) to
transfer	a person of whom it does not approve, and it may also refuse to register any
	transfer of any share to more than four joint holders or any transfer of any
	share (not being a fully paid up share) on which the Company has a lien.
Notice of refusal	39. If the board shall refuse to register a transfer of any share, it shall, within two
	months after the date on which the transfer was lodged at the registration
	office or Office, send to each of the transferor and the transferee notice of
	such refusal.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
Requirements as to	40. The Directors may also decline to recognise any instrument of transfer
transfer	unless:-
	(i) a fee not exceeding the maximum amount as may from time to time be
	permitted under the Statutes and where shares of the Company are
	listed on The Stock Exchange of Hong Kong Limited, the rules
	prescribed by The Stock Exchange of Hong Kong Limitedthe Listing
	Rulesis paid to the Company in respect thereof;
	(ii) the instrument of transfer is lodged at the relevant registration office of
	orOffice, as the case may be, and accompanied by the certificate of the
	shares to which it relates, and such other evidence as the Directors may
	reasonably require to show the right of the transferor to make the
	transfer;
	(iii) the instrument of transfer is in respect of only one class of share; and
	(iv) if applicable, the instrument of transfer is properly stamped.
No transfer to an	41. No transfer shall be made to an infant or to a person of unsound mind or
infant etc.	under other legal disability.
Certificate of	42. Upon every transfer of shares the certificate held by the transferor shall be
transfer	given up to be cancelled, and shall forthwith be cancelled accordingly, and a
	new certificate shall be issued upon payment of a fee not exceeding the
	maximum amount as may from time to time be permitted under the Statutes
	and where shares of the Company are listed on The Stock Exchange of Hong
	Kong Limited, the rules prescribed by The Stock Exchange of Hong Kong
	Limitedthe Listing Rulesto the transferee in respect of the shares transferred
	to him, and if any of the shares included in the certificate so given up shall
	be retained by the transferor a new certificate in respect thereof shall be
	issued to him upon payment of a fee not exceeding the maximum amount as
	may from time to time be permitted under the Statutes and where shares of
	the Company are listed on The Stock Exchange of Hong Kong Limited, the
	rules prescribed by The Stock Exchange of Hong Kong Limitedthe Listing
	Rules. The Company shall also retain the instrument of transfer.
When transfer	43. The registration of transfers may be suspended and the register and any
books and register	branch register closed for such periods as the Directors may from time to
may be closed	time determinesubject to compliance with any requirements regarding
	advertisement contained into give notice underthe Statutes at such times and
	for such periods as the Directors may from time to time determineand the
	Listing Rules whether by announcement or by electronic communication or
	by advertisement in newspapers in compliance with the Listing Rules or by
	such means and in such manner as may be accepted by the Designated Stock
	Exchange, provided always that such registration shall not be suspended or
	the register closed for more than thirty (30)days in any year.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

Death of registered holder or of Joint holder of shares

Registration of personal representatives and trustee in bankruptcy

Notice of election to be registered Registration of nominee

Retention of dividends, etc., until transfer of transmission of shares of a deceased or bankrupt member

If call or instalment not paid notice may be given

Transmission of shares

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 holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or jointly held by him.
Subject to Section 52 of the Act any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence as to his title being produced as may formfromtime to time be required by the Directors, and subject as hereinafter provided, either be registered himself as holder of the share or elect to have some person nominated by him registered as the transferee thereof.
If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have his nominee registered, he shall testify his election by executing to his nominee a transfer of such share. All the limitations, restrictions and provisions of these presents relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a notice of transfer executed by such member.
A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Directors may, if they think fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of bye-law 81 being met, such a person may vote at meetings.

Forfeiture of shares

48. If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may, at any time during such time as any part thereof remains unpaid, without prejudice of the provisions of bye-law 31, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
Form of notice	49. The notice shall name a further day (not earlier than the expiration of
	fourteen days from the date of service of the notice) on or before which and
	the place where the payment required by the notice is to be made, and shall
	state that in the event of non-payment at or before the time appointed, the
	shares in respect of which the call was made will be liable to be forfeited.
If notice not	50. If the requirements of any such notice as aforesaid are not complied with, any
complied with,	share in respect of which the notice has been given may at any time
shares may be	thereafter, before the payment required by the notice has been made, be
forfeited	forfeited by a resolution of the Directors to that effect. Such forfeiture shall
	include all dividends and bonuses declared in respect of the forfeited share,
	and not actually paid before the forfeiture.
Forfeited shares to	51. Any share so forfeited shall be deemed to be the property of the Company,
be deemed	and may be sold or otherwise disposed of on such terms and in such manner
property of	as the Directors think fit and at any time before a sale or disposition the
Company	forfeiture may be cancelled on such terms as the Directors think fit.
Arrears to be paid	52. A person whose shares have been forfeited shall cease to be a member in
notwithstanding	respect of the forfeited shares, but unless the terms of allotment of the shares
forfeiture	in respect of which a call is made and remains unpaid otherwise provide,
	shall, notwithstanding forfeiture, 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 (if the Directors shall in their discretion
	so require) interest thereon from the date of forfeiture until payment at such
	rate not exceeding twenty per cent. Per annum as the Directors may
	prescribe, and the Directors may enforce the payment thereof if they think fit,
	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 bye-law any sum which, by the terms of issue of a share,
	is 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.
Evidence of	53. A statutory declaration in writing that the declarant is a Director or Secretary
forfeiture	of the Company, and that a share in the Company has been duly forfeited on
	a date stated in the declaration, shall be conclusive evidence of the facts
	therein stated as against all persons claiming to be entitled to the share. The
	Company may receive the consideration, if any, given for the share on any
	sale or disposition thereof and may execute a transfer of the share in favour
	of the person to whom the share is sold or disposed of and he shall thereupon
	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, sale or disposal of the share.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
Notice after	54. When any share shall have been forfeited, notice of the resolution shall be
forfeiture	given to the member in whose name it stood immediately prior to the
	forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith
	be made in the register.
Power to redeem	55. Notwithstanding any such forfeiture as aforesaid the Directors may at any
forfeited shares	time, before any share so forfeited shall have been sold, re-allotted, or
	otherwise disposed of, permit the share forfeited to be redeemed upon the
	terms of payment of all calls and interest due upon and expenses incurred in
	respect of the share, and upon such further terms (if any) as they think fit.
Forfeiture not to	56. The forfeiture of a share shall not prejudice the right of the Company to any
prejudice	call already made or instalment payable thereon.
Company's right to
call or instalment
Forfeiture for	57. The provisions of these bye-laws as to forfeiture shall apply in the case of
non-payment of	non-payment of any sum which, by the terms of issue of a share, becomes
any sum due on	payable at a fixed time, whether on account of the nominal value of the share
shares	or by way of premium, as if the same had been payable by virtue of a call
	duly made and notified.
	Alteration of capital
	58. (A) The Company may from time to time by Ordinary Resolution:-
Consolidation and	(i) consolidate and divide all or any of its share capital into shares of
division of capital	larger amount than its existing shares; on any consolidation of
and subdivision	fully paid shares into shares of larger amount, the board may
and cancellation of	settle any difficulty which may arise as it thinks expedient and in
shares	particular (but without prejudice to the generality of the
	foregoing) may as between the holders of shares to be
	consolidated determine which particular shares are to be
	consolidated into each consolidated share, and if it shall happen
	that any person shall become entitled to fractions of a
	consolidated share or shares, such fractions may be sold by some
	person appointed by the board for that purpose and the person so
	appointed may transfer the shares so sold to the purchaser thereof
	and the validity of such transfer shall not be questioned, and so
	that the net proceeds of such sale (after deduction of the expenses
	of such sale) may either be distributed among the persons who
	would otherwise be entitled to a fraction or fractions of a
	consolidated share or shares rateably in accordance with their
	rights and interests or may be paid to the Company for the
	Company's benefit;

APPENDIX III			ADOPTION OF NEW BYE-LAWS
	(ii)	cancel any shares which at the date of the passing of the
		resolution have not been taken or agreed to be taken by any
		person, and diminish the amount of its share capital by the
		amount of the shares so cancelled; and
	(iii)	sub-divide its shares or any of them into shares of a smaller
		amount than is fixed by the memorandum of association, subject
		nevertheless to the provisions of the Statutes, and so that the
		resolution whereby any share is sub-divided may determine that,
		as between the holders of the shares resulting from such
		sub-division, one or more of the shares may have any such
		preferred or other special rights, over, or may have such deferred
		rights or be subject to any such restrictions as compared with the
		others as the Company has power to attach to unissued or new
		shares.;
	(iv)	change the currency denomination of its share capital; and
	(v)	make provision for the issue and allotment of shares which do not
		carry any voting rights.
Reduction of	(B) The Company may from time to time by Special Resolution, subject to
capital	any confirmation or consent required by law, reduce its authorised or
	issued share capital or, save for the use of share premium as expressly
	permitted by the Act, any share premium account or other
	undistributable reserve	in any manner permitted by law.
		Borrowing Powers
Power to borrow	59. Subject to the provisions of the Statutes the Directors may from time to time
	at their discretion exercise all the powers of the Company to raise or borrow
	or to secure the payment of any sum or sums of money for the purposes of
	the Company and to mortgage or charge its undertaking, property and
	uncalled capital or any part thereof.
Conditions on	60. The Directors may raise or secure the payment or repayment of such sum or
which money may	sums in such manner and upon such terms and conditions in all respects as
be borrowed	they think fit and, subject to the Act, by the issue of debentures, debenture
	stock, bonds or other securities of the Company, whether outright or as
	collateral security for any debt, liability or obligation of the Company or of
	any third party.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
Assignment	61. Debentures, debenture stock, bonds and other securities may be made
	assignable free from any equities between the Company and the person to
	whom the same may be issued.
Special privileges	62. Any debentures, debenture stock, bonds or other securities may be issued at
	a discount (other than shares), premium or otherwise and with any special
	privileges as to redemption, surrender, drawings, allotment of shares,
	attending and voting at general meetings of the Company, appointment of
	Directors and otherwise.
Register of charges	63. The Directors shall cause a proper register of charges to be kept of all
and debentures	mortgages and charges specifically affecting the property of the Company
	and of all series of debentures issued by the Company and shall duly comply
	with the requirements of the Companies Act in regard to the registration of
	mortgages, charges and debentures therein specified and otherwise.
Mortgage of	64. Where any uncalled capital of the Company is charged, all persons taking any
uncalled capital	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.
	General meetings
When annual	65. The Company shall in each year hold a general meeting as its annual general
general meeting to	meeting in addition to any other meeting in that year and shall specify the
be held	meeting as such in the notices calling it; and not more than fifteen (15)

	months shall elapse between the date of one annual general meeting of the
	Company and that of the next. The annual general meeting shall be held at
	such time and placein such manneras the Directors shall appoint.
Special general	66. All general meetings other than annual general meetings shall be called
meeting	special general meetings. All general meetings (including an annual general
	meeting, any adjourned meeting or postponed meeting) may be held as a
	physical meeting in any part of the world at one or more locations as
	provided in Bye-law 74A, as a hybrid meeting or as an electronic meeting, as
	may be determined by the Board in its absolute discretion.
Convening of	67. The Directors may, whenever they think fit, convene a special general
special general	meeting and special general meetings shall also be convened on requisition,
meeting	as provided by the Statutes, or, in default, may be convened by the
	requisitionists.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
Notice of meetings	68. (1) An annual general meeting shall be called by Nnotice of not less than
	twenty-one (21) clear days and not less than twenty (20) clear business
	days	and any special general meeting at which the passing of a special
	resolution is to be considered shall be called by Notice of not less than
	twenty-one (21) clear days and not less than ten (10) clear business
	days.All other specialgeneral meetings (including a special general
	meeting)may be called by Nnotice of not less than fourteen (14) clear
	days and not less than ten (10) clear business days but if permitted by
	the rules of the Designated Stock Exchange, a general meeting may be
	called by shorter notice if it is so agreed:
	(i) in the case of a meeting called asan annual general meeting, by
		all the members entitled to attend and vote thereat; and
	(ii) in the case ofany other meetingother case, by a majority in
		number of the members having the right to attend and vote at the
		meeting, being a majority together holdingnot less than
		ninety-five per cent. (95%) in nominal value of the issued shares
		giving that rightof the total voting rights at the meeting of all the
		members.
	(2) There shall appear with reasonable prominence in every notice of
	general meetings of the Company a statement that a member entitled to
	attend and vote is entitled to appoint a proxy to attend and, vote instead
	of him and that a proxy need not be a member of the Company.
	(3) The notice shall specify (a) the time and date of the meeting, (b) save
	for an electronic meeting, the place of the meeting and if there is more
	than one meeting location as determined by the Board pursuant to
	Bye-law 74A, the principal place of the meeting (the "Principal
	Meeting Place"), (c) if the general meeting is to be a hybrid meeting
	or an electronic meeting, the notice shall include a statement to that
	effect and with details of the electronic facilities for attendance and
	participation by electronic means at the meeting (which electronic
	platform may vary from time to time and from meeting to meeting as
	the Board, in its sole discretion, may see fit) or where such details will
	be made available by the Company prior to the meeting, and (d)
	particulars of resolutions to be considered at the meeting. The notice
	convening an annual general meeting shall specify the meeting as such.
	Notice of every general meeting shall be given to all members, other
	than to such members as, under the provisions of these Bye-laws or the
	terms of issue of the shares they hold, are not entitled to receive such
	notices from the Company, to all persons entitled to a share in
	consequence of the death or bankruptcy or winding up of a member and
	to each of the Directors and the Auditors.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
	(4)	The period of notice shall be exclusive of the day on which it is served
		or deemed to be served and exclusive of the day on which the meeting
		is to be held.
	(5)	The Directors shall have the power to provide in every notice calling a
		general meeting the circumstances in which a postponement or change
		of the relevant general meeting may occur automatically without
		further notice including, without limitation, where a tropical cyclone
		warning signal no. 8 or above, black rainstorm warning or other similar
		event is in force at any time prior to or at the time of the general
		meeting on the day of the general meeting.
Omission to give	69. (A)	The accidental omission to give any such notice to, or the non-receipt
notice		of any such notice by, any person entitled to receive notice shall not
		invalidate any resolution passed or any proceeding at any such meeting.
	(B)	In cases where instruments of proxy are sent out with notices, the
		accidental omission to send such instrument of proxy to, or the
		non-receipt of such instrument of proxy by, any person entitled to
		receive notice shall not invalidate any resolution passed or any
		proceeding at any such meeting.

	Proceedings at general meetings
Special business	70. All business shall be deemed special that is transacted at a special general
Business of annual	meeting, and also all business that is transacted at an annual general meeting,
general meeting	with the exception of sanctioning dividends, the reading, considering and
	adopting of the accounts and balance sheet and the reports of the Directors
	and auditors and other documents required to be annexed to the balance
	sheet, the election of Directors and appointment of auditors and other officers
	in the place of those retiring, the fixing of the remuneration of the auditors,
	and the voting of remuneration or extra remuneration of the Directors.
Quorum	71. For all purposes the quorum for a general meeting shall be three (3) 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. No business other
	than the appointment of a chairman shall be transacted at any general meeting
	unless the requisite quorum shall be present at the commencement of the
	business.


APPENDIX III			ADOPTION OF NEW BYE-LAWS
If quorum not	72. If within half an hour from the time appointed for the meeting a quorum is
present meeting to	not present, the meeting, if convened upon the requisition of members, shall
be dissolved or	be dissolved, but in any other case it shall stand adjourned to the same day
adjourned	in the next week and at such time and place as shall be decided by the
	Directors(where applicable) same place(s) or to such time and (where
	applicable) such place(s) and in such form and manner referred to in bye-law
	66 as the chairman of the meeting (or in default, the Board) may absolutely
	determine, and if at such adjourned meeting or postponed meetinga quorum
	is not present within half an hour from the time appointed for holding the
	meeting, two (2)members present in person	(or by corporate representative)
	or by proxy shall be a quorum and may transact the business for which the
	meeting was called.
Chairman of	73. The chairman of the board or if there is more than one chairman, any one of
general meeting	them as may be agreed amongst themselves or failing such agreement, any
	one of them elected by all the Directors present shall preside as chairman at
	a general meetingshall take the chair at every general meeting, or, if there be
	no such chairman or, if at any general meeting such chairman shall not be
	present within fifteen (15) minutes after the time appointed for holding such

	meeting, the members present shall choose another Director as chairman, and
	if no Director be present, or if all the Directors present decline to take the
	chair, or if the chairman chosen shall retire from the chair, then the members
	present shall choose one of their own number to be chairman.
Power to adjourn	74. Subject to Bye-law74C,Tthe chairman may, with the consent of any general
general meeting,	meeting at which a quorum is ispresent, and shall, if so directed by the
business of	meeting, adjourn any meeting from time to time (or sine dieindefinitely)
adjourned meeting	and/orfrom place to place(s) and/or from one form to another (a physical
	meeting, a hybrid meeting or an electronic meeting)as the meeting shall
	determine, but no business shall be transacted at any adjourned meeting other
	than business which might lawfully have been transacted at the meeting had
	the adjournment not taken place. Whenever a meeting is adjourned for
	fourteen (14) days or more, at least seven (7)clear days' notice of the

	adjourned meeting shall be given specifying the details set out in bye-law
	68(3), specifying the place, the day and the hour of the adjourned meeting or
	postponed meeting shall be given in the same manner as in the case of an
	original meeting butit shall not be necessary to specify in such notice the
	nature of the business to be transacted at the adjourned meeting. Save as
	aforesaid, no member shall be entitled to any notice of an adjournment or of
	the business to be transacted at any adjourned meeting. No business shall be
	transacted at any adjourned meeting other than the business which might
	have been transacted at the meeting from which the adjournment took place.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

74A. (1) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations ("Meeting Location(s)") determined by the Board at its absolute discretion. Any member or any proxy attending and participating in such way or any member participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.

All general meetings are subject to the following:
1. where a member is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;
2. members present in person or by proxy at a Meeting Location and/or members participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that members at all Meeting Locations and members participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;
3. where members attend a meeting by being present at one of the Meeting Locations and/or where members participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and

APPENDIX III

ADOPTION OF NEW BYE-LAWS

if any of the Meeting Locations is outside the jurisdiction of the Principal Meeting Place and/or in the case of a hybrid meeting, unless otherwise stated in the notice, the provisions of these Bye-laws concerning the service and giving of notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place; and in the case of an electronic meeting, the time for lodging proxies shall be as stated in the notice for the meeting.

74B. The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a member who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.

74C. If it appears to the chairman of the general meeting that:

the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Bye-law 74A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of the meeting; or
in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or
it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or
there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;

APPENDIX III

ADOPTION OF NEW BYE-LAWS

then, without prejudice to any other power which the chairman of the meeting may have under these Bye-laws or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment or postponement for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

74D. The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Members shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Bye-law shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.

74E. If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting or postponed meeting is held (whether or not notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place and, or by means of electronic facilities specified in the notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the members. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a tropical cyclone warning signal no. 8 or above, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Bye-law shall be subject to the following:

when a meeting is so postponed, the Company shall endeavour to post a notice of such postponement on the Company's website as soon as practicable (provided that failure to post such a notice shall not affect the automatic postponement of such meeting);

APPENDIX III

ADOPTION OF NEW BYE-LAWS

when only the form of the meeting or electronic facilities specified in the notice are changed, the Board shall notify the members of details of such change in such manner as the Board may determine;
when a meeting is postponed or changed in accordance with this Bye-law, subject to and without prejudice to Bye-law 74, unless already specified in the original notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the members of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Bye-laws not less than forty-eight (48) hours before the time of the postponed or changed meeting; and
notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original notice of general meeting circulated to the members.

74F. All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Bye-law 74C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.

74G. Without prejudice to other provisions in Bye-laws 74A to 74F, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

74H. Without prejudice to Bye-laws 74A to 74G, and subject to the Statutes and the Listing Rules and any other applicable laws, the Board may resolve to enable persons entitled to attend an electronic meeting to do so by simultaneous attendance by means of electronic facilities with no member necessarily in physical attendance and without any particular Meeting Location being designated. Each member or its proxy shall be counted in the quorum for, and entitled to vote at, the electronic meeting in question, and the general meeting shall be duly constituted and its proceedings valid if the chairman of the electronic meeting is satisfied that adequate facilities are available throughout the electronic meeting to ensure that members attending the electronic meeting who are not present together at the same place may, by means of electronic facilities, attend and speak or communicate and vote at it.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
Who may demand	75. A resolution put to the vote of a meeting shall be decided by way of a poll.If
a poll	an amendment is proposed to any resolution under consideration but is in
Evidence of	good faith ruled out of order by the chairman of the meeting, the proceedings
passing of a	on the substantive resolution shall not be invalidated by any error in such
resolution where	ruling. In the case of a resolution duly proposed as a special resolution, no
poll not demanded	amendment thereto (other than a mere clerical amendment to correct a patent
	error) may in any event be considered or voted upon.
Poll	76. Subject to bye-law77, a poll shall be taken in such manner (including the use
	of ballot or voting papers or tickets) and at such time and place, not being
	more than thirty days from the date of the meeting or adjourned meeting as
	the chairman directs. No notice need be given of a poll not take
	immediately.All questions submitted to a meeting shall be decided by a
	simple majority of votes except where a greater majority is required by these
	Bye-laws or by the Act.
In what case poll	77. The result of the poll shall be deemed to be the resolution of the meeting. The
taken without	Company shall only be required to disclose the voting figures on a poll if
adjournment	such disclosure is required by the rules of the Designated Stock Exchange.
Chairman to have	78. In the case of equality of votes, the chairman shall be entitled to a casting
casting vote	vote.
Business may	79. "Intentionally Omitted"
proceed
notwithstanding
demand for poll
	Votes of members
	80. (1) Subject to any special rights or restrictions as to voting for the time
	being attached to any shares by or in accordance with these Bye-laws,
	at any general meeting on a poll every member present in person or by
	proxy or, in the case of a member being a corporation, by its duly
	authorised representative or by proxyshall have one vote for every
	fully paid share of which he is the holder but so that no amount paid up
	or credited as paid up on a share in advance of calls or instalments is
	treated for the foregoing purposes as paid up on the share. A resolution

	put to the vote of a meeting shall be decided by way of a poll save that
	in the case of a physical meeting, the chairman of the meeting may in
	good faith, allow a resolution which relates purely to a procedural or
	administrative matter to be voted on by a show of hands in which case
	every member present in or by proxy(ies) shall have one vote provided
	that where more than one proxy is appointed by a member which is a
	clearing house (or its nominee(s)), each such proxy shall have one vote
	on a show of hands. For purposes of this Bye-law, procedural and
	administrative matters are those that (i) are not on the agenda of the
	general meeting or in any supplementary circular that may be issued by
	the Company to its members; and (ii) relate to the chairman's duties to
	maintain the orderly conduct of the meeting and/or allow the business
	of the meeting to be properly and effectively dealt with, whilst allowing
	all members a reasonable opportunity to express their views. Votes may
	be cast by such means, electronic or otherwise, as the Directors or the
	chairman of the meeting may determine.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
	(2)	In the case of a physical meeting where a show of hands is allowed,
		before or on the declaration of the result of the show of hands, a poll
		may be demanded:
		(a) by the chairman of the Meeting; or
		(b) by at least three (3) members present in person or by proxy for the
		time being entitled to vote at the meeting; or
		(c) by a member or members present in person by proxy and
		representing not less than one tenth of the total voting rights of all
		members having the right to vote at the meeting; or
		(d) by a member or members present in person or by proxy and
		holding shares in the Company conferring a right to vote at the
		meeting being shares on which an aggregate sum has been paid up
		equal to not less than one tenth of the total sum paid up on all
		shares conferring that right.
		A demand by a person as proxy for a member shall be deemed to be the
		same as a demand by the member.
	(3)	Where a resolution is voted on by a show of hands, a declaration by the
		chairman that a resolution has been carried, or carried unanimously, or
		by a particular majority, or not carried by a particular majority, or lost,
		and an entry to that effect made in the minute book of the Company,
		shall be conclusive evidence of the facts without proof of the number
		or proportion of the votes recorded for or against the resolution.
	(24)	Where the Company has knowledge thatany member is, under the rules
		of the Designated Stock Exchange, 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.
Votes in respect of	81. Any person entitled under bye-law 45 to be registered as a shareholder may
deceased and	vote at any general meeting or any adjourned meeting or postponed meeting
bankrupt members	thereofin respect thereof in the same manner as if he were the registered
	holder of such shares, provided that at least forty-eight(48)hours before the
	time	of the holding of the meeting or adjourned meeting or postponed
	meeting(as the case may be) at which he proposes to vote, he shall satisfy
	the Directors of his right to be registered as the holder of such shares or the
	Directors shall have previously admitted his right to vote at such meeting in
	respect thereof.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
Joint holders	82. Where there are joint registered holders of any share, any one of such persons
	may vote at any meeting, adjourned meeting or postponed meeting thereof,
	either personally or by proxy, in respect of such share as if he were solely
	entitled thereto: but if more than one of such joint holders be present at any
	meeting, adjourned meeting or postponed meeting thereof,personally or by
	proxy, that one of the said persons so present whose name stands first on the
	register in respect of such share shall alone be entitled to vote in respect
	thereof. Several executors or administrators of a deceased member in whose
	name any share stands shall for the purposes of this bye-law be deemed joint
	holders thereof.
Votes of member	83. A member of unsound mind or in respect of whom an order has been issued
of unsound mind	by any court having jurisdiction in lunacywho is a patient for any purpose
	relating to mental health in respect of whom an order has been made by any
	court having jurisdiction for the protection or management of the affairs of
	persons incapable of managing their own affairsmay vote by his committee,
	receiver, curator bonis or other person in the nature of a committee, receiver
	or curator bonis appointed by that court, and any such committee, receiver,
	curator bonis or other person may on a poll vote by proxy.
Qualification for	84. (A) Save as expressly provided in these bye-laws, no person other than a
voting	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 raised to the qualification of any voter except at
	the meeting or adjourned meeting or postponed meetingat which the
	vote objected to is given or tendered, and every vote not disallowed at
	such meeting shall be valid for all purposes. Any such objection made
	in due time shall be referred to the chairman, whose decision shall be
	final and conclusive.
Proxies	85. Any member of the Company entitled to attend and vote at a meeting or
	adjourned meeting or postponed meetingof the Company shall be entitled to
	appoint another person as his proxy to attend and vote instead of him. Votes
	may be given either personally or by proxy or by a duly authorized corporate
	representative. A member may appoint more than one proxy to attend on the
	same occasion.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
Instrument	86. The instrument appointing a proxy shall be in writing and if the Board in its
appointing proxy	absolute discretion determines, may be contained in an electronic
to be in writing	communication, and (i) if in writing but not contained in an electronic
	communication,under the hand of the appointor or of his attorney authorised
	in writing, or if the appointor is a corporation, either under seal or under the
	hand of an officer,orattorney or other persondulyauthorised to sign the

	same; or (ii) in the case of an appointment contained in an electronic
	communication, submitted by or on behalf of the appointor, subject or such
	terms and conditions and authenticated in such manner as the Board may in
	its absolute discretion determine. In the case of an instrument of proxy
	purporting to be signed on behalf of a corporation by an officer thereof it
	shall be assumed, unless the contrary appears, that such officer was duly
	authorised to sign such instrument of proxy on behalf of the corporation
	without further evidence of the fact.
Appointment of	87. (1) The Company may, at its absolute discretion, provide an electronic
proxy must be	address for the receipt of any document or information relating to
deposited	proxies for a general meeting (including any instrument of proxy or
	invitation to appoint a proxy, any document necessary to show the
	validity of, or otherwise relating to, an appointment of proxy (whether
	or not required under these Bye-laws) and notice of termination of the
	authority of a proxy). If such an electronic address or electronic mean
	of submission is provided, the Company shall be deemed to have
	agreed that any such document or information (relating to proxies as
	aforesaid) may be sent by electronic means to that address, subject as
	hereafter provided and subject to any other limitations or conditions
	specified by the Company when providing the address or electronic
	mean of submission. Without limitation, the Company may from time
	to time determine that any such electronic address or electronic mean
	of submission may be used generally for such matters or specifically for
	particular meetings or purposes and, if so, the Company may provide
	different electronic addresses or electronic mean of submission for
	different purposes. The Company may also impose any conditions on
	the transmission of and its receipt of such electronic communications
	including, for the avoidance of doubt, imposing any security or
	encryption arrangements as may be specified by the Company. If any
	document or information required to be sent to the Company under this
	Bye-law is sent to the Company by electronic means, such document or
	information is not treated as validly delivered to or deposited with the
	Company if the same is not received by the Company at its designated
	electronic address provided in accordance with this Bye-law or if no
	electronic address or electronic mean of submission is so designated by
	the Company for the receipt of such document or information.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
	(2)The instrument appointing a proxy and (if required by the Board) the

	power of attorney or other authority, if any, under which it is signed or
	a notarially certified copy of that power or authority shall be deposited
	at the head office of the Company or at such other place as is specified
	in the notice of meeting or in the instrument of proxy issued by the
	Company or if the Company has provided an electronic address or
	electronic mean of submission in accordance with the preceding
	paragraph, shall be received at the electronic address or electronic
	means of submission specifiednot less than forty-eight(48)hours
	before the time for holding the meeting or adjourned meeting or
	postponed meetingor poll (as the case may be) at which the person
	named in such instrument proposes to vote, and in default the
	instrument of proxy shall not be treated as valid. No instrument
	appointing a proxy shall be valid after the expiration of twelve (12)

	months from the date of its execution, except at an adjourned meeting
	or postponed meetingwhere the meeting was originally held within
	twelve (12)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 convened and in such event, the
	instrument appointing a proxy shall be deemed to be revoked.
Form of proxy	88. Every instrument of proxy, whether for a specified meeting or otherwise,
	shall be in such form as the Directors may from time to time approve
	provided that this shall not preclude the use of the two way form.
Authority under	89. The instrument appointing a proxy to vote at a general meeting shall: (i) be
instrument	deemed to confer authority to vote on any amendment ofa resolution (or
appointing proxy	amendment thereto)put to the meeting for which it is given as the proxy
	thinks fit; and (ii) unless the contrary is stated therein, be valid as well for
	any adjournment or postponementof the meeting as for the meeting to which
	it relates. The Board may decide, either generally or in any particular case,

	to treat a proxy appointment as valid notwithstanding that the appointment or
	any of the information required under these Bye-laws has not been received
	in accordance with the requirements of these Bye-laws. Subject to aforesaid,
	if the proxy appointment and any of the information required under these
	Bye-laws is not received in the manner set out in these Bye-laws, the
	appointee shall not be entitled to vote in respect of the shares in question.
When vote by	90. A vote given in accordance with the terms of an instrument of proxy shall be
proxy valid though	valid notwithstanding the previous death or insanity of the principal or
authority revoked	revocation of the proxy or power of attorney or other authority under which
	the proxy was executed or the transfer of the share in respect of which the
	proxy is given, provided that no intimation in writing of such death, insanity,
	revocation or transfer as aforesaid shall have been received by the Company
	at its head office, or at such other place as is referred to in bye-law 87, at least
	two hours before the commencement of the meeting or adjourned meeting or
	postponed meetingat which the proxy is used.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
Corporation acting	91. Any corporation which is a member of the Company may, by resolution of its
by representative	dDirectors or other governing body or by power of attorney, authorise such
	person as 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.
	92. A corporation shall for the purpose of these presents be deemed to be present
	in person at any such meeting if a person authorised as referred to in bye-law
	91 is present thereat. Any reference in these presents to a duly authorised
	representative of a member being a corporation shall mean a representative
	authorised under the provisions of these bye-laws.
Recognised	92A. (A)If a clearing house as recognised by the laws of the jurisdiction in
Clearing House	which the shares of the Company are listed or quoted on a stock
	exchange in such jurisdiction (where applicable) (or its nominee) is a
	member, it may, by resolution of its dDirectors or other governing body
	or by power of attorney, authorise such person or persons as it thinks
	fit to act as its proxy or proxies or as its representative or, if it is
	permitted by the Companies Act, representatives at any general meeting
	of the Company or at any meeting of any class of members provided
	that, if more than one proxy or representative is so authorised, the
	authorisation shall specify the number and class of shares in respect of
	which each such proxy or representative is so authorised. Every person
	so authorised shall be entitled to exercise the same rights and powers
	as if the person was registered holder of the shares of the Company held
	by the clearing house (or its nominee) notwithstanding the provisions
	of bye-laws 80 and 91.
		The board
Constitution of	93. The number of Directors shall not be less than three (3). There shall be no

board	maximum number of Directors unless otherwise determined from time to

	time by the members in general meeting. The Directors shall be elected or
	appointed in the first place at the statutory meeting of members and thereafter
	at each annual general meeting in accordance with Bye-law 111 or at any
	special general meeting called for such purpose and who shall hold office for
	such term as the members may determine or, in the absence of such
	determination, in accordance with Bye-law 111 or until their successors are
	elected or appointed or their office is otherwise vacated. Any general meeting
	may authorise the Board to fill any vacancy in their number left unfilled at
	a general meeting.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
Board may fill	94. The Directors shall have the power from time to time and at any time to
vacancies	appoint any person as a Director either to fill a casual vacancy on the Board
	or, subject to authorisation by the members in general meeting, as an
	additional to the existing Board but so that the number of Directors so
	appointed shall not exceed any maximum number determined from time to
	time by the members in general meeting. Any Director appointed by the
	Board to fill a casual vacancy shall hold office until the first general meeting
	of the company after his appointment and be subject to re-election at such
	meeting and any Director appointed by the Board as an addition to the
	existing Board shall hold office only until the next following annual general
	meeting of the company and shall then be eligible for re-election.
Alternate Directors	95. (A)	Any Director may at any time by notice in writing under his hand and
		deposited at the head office, or delivered at a meeting of the Directors,
		appoint any person (including another Director) to be his alternate
		Director and may in like manner at any time terminate such
		appointment. Such appointment, unless previously approved by the
		Directors, shall have effect only upon and subject to being so approved.
	(B)	The appointment of an alternate Director shall determine on the
		happening of any event which, where he a Director, would cause him
		to vacate such office or if his appointor ceases to be a Director.
	(C)	An alternate Director shall (except when absent from the relevant
		territories), be entitled to receive notices of meetings of the Directors
		and shall be entitled to attend and vote as a Director at any such
		meeting at which the Director appointing him is not personally present

and generally at such meeting to perform all the functions of his appointor as a Director and for the purposes of the proceedings at such meeting as an alternate for more than one Director his voting rights shall be cumulative. If his appointor is for the time being absent from the territory in which the head office is situate or otherwise not available or unable to act, his signature to any resolution in writing of the Directors shall be as effective as the signature of the Director for whom he is the alternate. To such extent as the Directors may from time to time determine in relation to any committee of the Directors, the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An alternate Director shall not, save as aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the purposes of these bye-laws.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
		(D) An alternate Director shall be entitled to contract and be interested in
		and benefit from contracts or arrangements or transactions and to be
		repaid expenses and to be indemnified to the same extent mutatis
		mutandis as if he were a Director, but he shall not be entitled to receive
		from the Company in respect of his appointment as alternate Director
		any remuneration except only such part (if any) of the remuneration
		otherwise payable to his appointor as such appointor may by notice in
		writing to the Company from time to time direct.
Qualification	96.	A Director or an alternate Director shall not be required to hold any shares
shares for		in the Company by way of qualification. A Director or alternate Director who
Directors and		is not a member of the Company shall nevertheless be entitled to attend and
alternate Directors		speak at general meetings.
Directors'	97.	The Directors shall be entitled to receive by way of remuneration for their
remuneration		services such sum as shall from time to time be determined by the Company
		in general meeting, such sum (unless otherwise directed by the resolution by
		which it is voted) to be divided amongst the Directors in such proportions and
		in such manner as the board may agree, or, failing agreement, equally, except
		that 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.
Directors' expenses	98.	The Directors shall also be entitled to be repaid all travelling and hotel
		expenses reasonably incurred by them respectively 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.
Special	99.	The board may grant special remuneration to any Director who, being called
remuneration		upon, shall perform any special or extra services to or at the request of the
		Company. Such special remuneration may be made payable to such Director
		in addition to or in substitution for his ordinary remuneration as a Director,
		and may be made payable by way of salary or commission or participation in
		profits or otherwise as may be arranged.
Remuneration of	100.	Notwithstanding bye-laws 97, 98 and 99, the remuneration of a managing
managing		director, joint managing director, deputy managing director or other
Directors, etc.		executive director or a director appointed to any other office in the
		management of the Company shall from time to time be fixed by the

Directors and may be by way of salary, commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Directors may from time to time decide. Such remuneration shall be in addition to his remuneration as a Director.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

When office of Director to be vacated

101. (A) A Director shall vacate his office:-

1. if he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;
2. if he becomes a lunatic or of unsound mind;
3. 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 attend in his stead, and the board passes a resolution that he has by reason of such absence vacated his office;
4. if he becomes prohibited from being a Director by reason of any order made under any provision of the Companies Act;
5. if by notice in writing delivered to the Company at the Office or the head office he resigns his office;
6. if, having been appointed to an office under bye-law 103, he is dismissed or removed therefrom by the board under bye-law 104;
7. if he shall be removed from office by aanOrdinary Resolution of the Company under bye-law 117; or
8. if he shall be convicted in any jurisdiction of a criminal offence involving dishonesty.
No Director shall be required to vacate office or be ineligible for re-election or re-appointment as a Director and no person shall be ineligible for appointment as a Director by reason only of his having attained any particular age.

Directors may	102. (A) (i) No Director or intended Director shall be disqualified by his
contract with	office from contracting with the Company either as vendor,
Company	purchaser or otherwise nor shall any such contract or any contract
	or arrangement entered into by or on behalf of the Company with
	any person, company or partnership of or in which any Director
	shall be a member or otherwise interested be capable on that
	account of being avoided, nor shall any Director so contracting or
	being such member or so interested be liable to account to the
	Company for any profit realised by any such contract or
	arrangement by reason only of such Director holding that office
	or the fiduciary relationship thereby established, provided that
	such Director shall forthwith disclose the nature of his interest in
	any contract or arrangement in which he is interested as required
	by and subject to the provisions of the Companies Act.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

A Director shall not vote (nor 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 closeassociate(s) has/have a material interest, and if he shall do so his vote shall not be counted (nor be counted in the quorum for that resolution), but this prohibition shall not apply to any of the following matters namely:
1. the giving of any security or indemnity either:
2. 1. to the Director or his closeassociate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or
  2. to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his close associate(s) has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;
3. any proposal concerning an offer of 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 his closeassociate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
4. any proposal concerning any other company in which the Director or his closeassociate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his closeassociate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his closeassociates are not in aggregate beneficially interested in 5% or more of the issued shares of any class of such company (or of any third company through which his interest or that of his closeassociate(s) is derived) or of the voting rights; and
5. any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:
6. 1. the adoption, modification or operation of any employees' share scheme or any share incentive or share option scheme under which the Director or his closeassociate(s) may benefit; or

APPENDIX III

ADOPTION OF NEW BYE-LAWS

1. 1. the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors, his closeassociates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or his close associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and
2. any contract or arrangement in which the Director or his closeassociate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.
A company shall be deemed to be a company in which a Director and/or his closeassociate(s) owns five (5) per cent. or more if and so long as (but only if and so long as) he and/or his closeassociate(s) (either directly or indirectly) are the holders of beneficially interested in five (5) per cent. or more of any class of the equity share capital of such company (or of any third company through which his/their interest or that of any of his closeassociates is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director or his closeassociate(s) as bare or custodian trustee and in which he or any of them has/have no beneficial interest, any shares comprised in a trust in which the interests of the Director or his closeassociate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his closeassociate(s) is/are interested only as a unit holder and any shares which carry no voting right at general meetings and very restrictive dividend and return of capital right.
Where a company in which a Director and/or his closeassociate(s) holds five (5) per cent. or more is/are materially interested in a transaction, then that Director and/or his closeassociate(s) shall also be deemed materially interested in such transaction.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

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 his closeassociate(s) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director and/or his closeassociate(s) concerned 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 such question shall be decided by a resolution of the Board (for which purpose such chairman 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 as known to such chairman has not been fairly disclosed to the Board.
Any Director may continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Bye-laws the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) or voting or providing for the payment of remuneration to the director, managing director, joint managing director, deputy managing director, executive director, manager or other officers of such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
	(vii) A general notice to the Directors by a Director that he is to be
	regarded as interested in any contract or arrangement which may
	be made with any specified person, firm or corporation after the
	date of such notice shall be a sufficient declaration of interest in
	relation to any contract or arrangement so made, provided that no
	such notice shall be of effect unless either it is given at a meeting
	of the Directors or the Director takes reasonable steps to ensure
	that it is brought up and read at the next meeting of the Directors
	after it is given.
(B)	A Director 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 shall be accountable for any benefits
	received as a director or member of such company.
(C)	Any Director may act by himself or by his firm in a professional
	capacity for the Company and he or his firm shall be entitled to
	remuneration for professional services as if he were not a Director,
	provided that nothing herein contained shall authorise a Director or his
	firm to act as auditor to the Company.
(D)	Notwithstanding any other provisions of this bye-law, any payment to
	a Director or past Director of the Company by way of compensation for
	loss of office or as consideration for or in connection with his
	retirement from office other than payments to which a Director is
	entitled by contract must be approved by the Company in general
	meeting.
(E)	The provisions set out in bye-law 102 shall apply in all respects to each
	of the alternate directors of the Company to the same extent mutatis
	mutandis as if he were a Director.

	Managing Directors, etc.
Power to appoint	103. The board may from time to time appoint any one or more of its body to the
managing Director,	office of managing director, joint managing director, deputy managing
etc.	director, or other executive director and/or such other office in the
	management of the business of the Company as it may decide for such period
	and upon such terms as it thinks fit and upon such terms as to remuneration
	as it may decide in accordance with bye-law 100.
Removal of	104. Every Director appointed to an office under bye-law 103 hereof shall, subject
managing Director,	to the provisions of any contract between himself and the Company with
etc.	regard to his employment in such office, be liable to be dismissed or removed
	therefrom by the board.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
Cessation of	105.	A Director appointed to an office under bye-law 103 shall be subject to the
appointment		same provisions as to removal as the other Directors, and he shall (subject to
		the provisions of any contract between him and the Company) ipso facto and
		immediately cease to hold such office if he shall cease to hold the office of
		Director for any cause.
Powers may be	106.	The Directors may from time to time entrust to and confer upon a managing
delegated		Director, joint managing Director, deputy managing Director or executive
		Director all or any of the powers of the Directors that they may think fit. But
		the exercise of all powers by such Director shall be subject to such
		regulations and restrictions as the Directors may from time to time make and
		impose, and the said powers may at any time be withdrawn, revoked or
		varied.
		Management
General powers of	107.	(A) Subject to any exercise by the Directors of the powers conferred by
Company vested in		bye-laws 108 to 110, the management of the business of the Company
Directors		shall be vested in the Directors who, in addition to the powers and
		authorities by these bye-laws expressly conferred upon them, may
		exercise all such powers and do all such acts and things as may be
		exercised or done or approved by the Company and are not hereby or

by the Companies Act expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Companies Act and of these bye-laws and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions or these bye-laws, provided that no regulation so made shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

(B) Without prejudice to the general powers conferred by these bye-laws, it is hereby expressly declared that the Directors shall have the following powers:-

(i) to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed; and

(ii) to give any Directors, officers or servants of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

APPENDIX III			ADOPTION OF NEW BYE-LAWS
			Managers
Appointment and	108.	The Directors may from time to time appoint a general manager, manager or
remuneration of		managers of the Company and may fix his or their remuneration either by
managers		way of salary or commission or by conferring the right to participation in the
		profits of the Company or by a combination of two or more of these modes
		and pay the working expenses of any of the staff of the general manager,
		manager or managers who may be employed by him or them upon the
		business of the Company.
Tenure of office	109.	The appointment of such general manager, manager or managers may be for
and powers		such period as the Directors may decide and the Directors may confer upon
		him or them all or any of the powers of the Directors as they may think fit.
Terms and	110.	The Directors may enter into such agreement or agreements with any such
conditions of		general manager, manager or managers upon such terms and conditions in all
appointment		respects as the Directors may in their absolute discretion think fit, including
		a power for such general manager, manager or managers to appoint an
		assistant manager or managers or other employees whatsoever under them for
		the purpose of carrying on the business of the Company.
			Retirement of Directors
Retirement of	111.	(A)	At each Annual General Meeting one-third of the Directors for the time
Directors			being (or, if their number is not a multiple of three, the number nearest
			to but not less than one-third) shall retire from office by rotation,
			provided that every Director (including those appointed for a specific
			term) shall be subject to retirement by rotation at least once every three
			years.
		(B)	The Directors to retire by rotation shall include (so far as necessary to
			obtain the number required) any Director who wishes to retire and not
			to offer himself for re-election and any Director appointed pursuant to
			the provisions of bye-law 94. Any further Directors so to retire shall be
			those of the other Directors subject to retirement by rotation who have
			been longest in office since their last re-election or appointment and so
			that as between persons who became or were last re-elected Directors
			on the same day those to retire shall (unless they otherwise agree
			among themselves) be determined by lot. A retiring Director shall be
			eligible for re-election.
		(C)	The retirement of a Director pursuant to this bye-law shall not have
			effect until the conclusion of the meeting except where a resolution is

passed to elect some other person in the place of the retiring Director or a resolution for his re-election is put to the meeting and lost and accordingly a retiring Director who is re-elected or deemed to have been re-elected pursuant to bye-law 113 will continue in office without a break.

APPENDIX III			ADOPTION OF NEW BYE-LAWS
Meeting to fill up	112.	(A)	The Company at any general meeting at which any Directors retire in
vacancies			manner aforesaid may fill the vacated office by electing a like number
			of persons to be Directors.
		(B)	A resolution for the election of two or more persons as Directors by a
			single resolution shall not be moved at any general meeting unless a
			resolution that it shall be so moved has first been agreed to by the
			meeting without any vote being given against it; and any resolution
			moved in contravention of this provision shall be void.
Retiring Directors	113.	If at any general meeting at which an election of Directors ought to take
to remain in office		place, the places of the retiring Directors are not filled the retiring Directors
till successors		or such of them as have not had their places filled shall be deemed to have
appointed		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; or
		(ii)	it is expressly resolved at such meeting not to fill up such vacated
			offices; or
		(iii)	in any such case the resolution for re-election of a Director is put to the
			meeting and lost.
Power of general	114. The Company may from time to time in general meeting by Ordinary
meeting to increase		Resolution increase or reduce the number of Directors but so that the number
or reduce number		of Directors shall never be less than three.
of Directors
Notice to be given	115. No person other than a Director retiring at the meeting shall, unless
when person		recommended by the Directors for election, be eligible for election as
proposed for		Director at any general meeting unless a Nnotice signed by a member (other
election		than the person to be processed) 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 Nnotice signed by the person to be proposed
		of his willingness to be elected shall have been lodged at the head office or
		at the Office provided that the minimum length of the period, during which
		such Nnotice(s) are given, shall be at least seven (7) days and that the period
		for lodgement of such Nnotice(s) shall commence no earlier than the day
		after the despatch of the notice of the general meeting appointed for such
		election and end no later than seven (7) days prior to the date of such general
		meeting.
Register of	116. The Company shall keep at its head office a register containing the names and
Directors and		addresses, occupations and nationalities of its Directors and Secretaries.
Secretaries


APPENDIX III			ADOPTION OF NEW BYE-LAWS
Power to remove	117. The Company mademayby Ordinary Resolution remove any Director
Director by		(including a managing or other executive director, but without prejudice to
Ordinary		any claim for damages that may thereby arise) before the expiration of his
Resolution		period of office notwithstanding anything to the contraryin these bye-laws or
		in any agreement between the Company and such Director and may by
		Ordinary Resolution elect another person in his stead. Any person so elected
		shall hold office for such time only as the Director in whose place he is
		elected would have held the same if he had not been removed.
			Proceedings of Directors
Meeting of	118.	The Directors may meet together for the despatch of business, adjourn and
Directors, quorum,		otherwise regulate their meetings and proceedings as they think fit and may
etc.		determine the quorum necessary for the transaction of business. Unless
		otherwise determined two Directors shall be a quorum. For the purposes of
		this bye-law an alternate Director shall be counted in a quorum but,
		notwithstanding that an alternate Director is an alternate for more than one
		Director, he shall for quorum purposes count as only one Director. A Director
		or any member of a committee of the Directors may participate in a meeting
		of the board or such committee by means of a conference telephone or similar
		communications equipment by means of which all persons participating in
		the meeting are capable of hearing each other.
Convening of	119. A Director may, and on request of a Director the Secretary shall, at any time
board meeting		summon a meeting of the board. Notice thereof shall be given to each
		Director	either in writing or by telephone or by telex or telegram at the
		address from time to time notified to the Company by such Director or in
		such other manner as the board may from time to time determineand such

		notice shall be deemed to be duly given to a Director if it is given to such
		Director in writing or verbally (including in person or by telephone) or by
		electronic means to an electronic address from time to time notified to the
		Company by such Director or (if the recipient consents to it being made
		available on a website) by making it available on a website or in such other
		manner as the Board may from time to time determine.
How questions to	120.	Questions arising at any meeting of the board shall be decided by a majority
be decided		of votes, and in case of an equality of votes the chairman shall have a second
		or casting vote.
Chairman	121. The Directors may elect a chairman of their meetings and determine the
		period for which he is to hold office; but if no such chairman is elected, or
		if at any meeting the chairman is not present within five minutes after the
		time appointed for holding the same, the Directors present may choose one
		of their number to be chairman of the meeting.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
Power of meeting	122.	A meeting of the Directors for the time being at which a quorum is present
		shall be competent to exercise all or any of the authorities, power and
		discretions by or under these bye-laws for the time being vested in or
		exercisable by the Directors generally.
Power to appoint	123.	The Directors may delegate any of their powers to committees consisting of
committee and to		such member or members of their body as the Directors thinks fit, and they
delegate		may from time to time revoke such delegation or revoke the appointment of
		and discharge any such committees either wholly or in part, and either as to
		persons or purposes, but every committee so formed 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.

Acts of committee to be of same effect as act of Directors

124. All acts done by any such committee in conformity with such regulations and in fulfilment of the purposes for which it was appointed, but not otherwise, shall have the like force and effect as if done by the Directors, and the Directors shall have power to remunerate the members of any special committee, and charge such remuneration to the current expenses of the Company.

Proceedings of	125.	The meetings and proceedings of any such committee consisting of two or
committee		more members shall be governed by the provisions herein contained for
		regulating the meetings and proceedings of the Directors.
Acts of Directors	126.	All acts bona fide done by any meeting of the Directors or by a committee
of committee to be		of Directors or by any person acting as a Director shall, notwithstanding that
valid		it shall be afterwards discovered that there was some defect in the
notwithstanding		appointment of such Director or persons acting as aforesaid or that they or
defects		any of them were disqualified, be as valid as if every such person had been
		duly appointed and was qualified to be a Director.
Directors' powers	127.	The continuing Directors may act notwithstanding any vacancy in their body,
when vacancies		but, if and so long as their number is reduced below the number fixed by or
exist		pursuant to these bye-laws as the necessary quorum of Directors, the
		continuing Director or Directors may act for the purpose of increasing the

number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

Directors' resolutions

Appointment of Secretary

Residence

Same person not to act in two capacities at once

Resident

Representative

128. A resolution in writing signed by such number of Directors sufficient to constitute a quorum of a meeting of the Board shall (provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Bye-laws) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. A notification of consent to such resolution given by a Director in writing to the Board by any means (including by means of electronic communication) shall be deemed to be his/her signature to such resolution in writing for the purpose of this Bye-law.Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or alternate Directors and for this purpose a facsimile signature of a Director or an alternate Director shall be treated as valid. Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material.

Secretary

(A) The Secretary shall be appointed by the board for such term, at such remuneration and upon such conditions as it may think fit, and any secretary so appointed may be removed by the board. Anything by the Companies Act or these bye-laws required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no secretary capable of acting, may be done by or to any assistant or deputy secretary, 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.
1. The Secretary shall ordinarily reside in the territory where the head office is situate.
A provision of the Companies Act or of these bye-laws requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

Resident Representative

131. (A) Where the Company appoints and maintains a resident representative, ordinarily resident in Bermuda, in accordance with the Statutes, the resident representative shall comply with the provisions of the Statutes.

The Company shall provide the resident representative with such information as the resident representative may require in order to be able to comply with the provisions of the Statutes.

APPENDIX III			ADOPTION OF NEW BYE-LAWS
			General management and use of the seal
Custody of seal	132.	The Company may have one or more seals as the Directors may determine.
		The Company may also have, for use for sealing securities issued by the
		Company, and for sealing documents creating or evidencing documents so
		issued, an official seal which is a facsimile of the common seal with the
		addition on its face of the words "Securities Seal". The board shall provide
		for the safe custody of the seals which shall only be used by the authority of
		the board or of a committee of the board authorised by the board on their
		behalf, and every instrument to which the seal shall be affixed shall be signed
		by a Director and shall be countersigned by the Secretary or by a second
		Director or by some other person appointed by the board 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 signatures or any of them
		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 need not be signed by
		any person. Every instrument executed in the manner provided by this
		bye-law shall be deemed to be sealed and executed with the authority of the
		Directors previously given.
Cheques and	133.	All cheques, promissory notes, drafts, bills of exchange and other negotiable
banking		instruments, and all receipts for moneys paid to the Company shall be signed,
arrangements		drawn, accepted, indorsed or otherwise executed, as the case may be, in such
		manner as the board shall from time to time by resolution determine. The
		Company's banking accounts shall be kept with such banker or bankers as the
		board shall from time to time determine.
Power to appoint	134.	(A)	The board may from time to time and at anytime, by power of attorney
attorney			appoint under the seal, 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 discretion (not
			exceeding those vested in or exercisable by the board under these
			bye-laws) and for such period and subject to such conditions as it may
			think fit, and any such power of attorney may contain such provisions
			for the protection and convenience of persons dealing with any such
			attorney as the board may think fit, and may also authorise any such
			attorney to sub-delegate all or any of the powers,authorities and
			discretions vested in him.
Execution of deeds		(B)	The Company may, by writing under its seal, empower any person,
by attorney			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.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
Local boards	135. The board may establish any committees, local boards or agencies for
	managing any of the affairs of the Company, either in the relevant territories
	or elsewhere, and may appoint any persons to be members of such
	committees, local boards or agencies and may fix their remuneration, and
	may delegate to any committee, local board or agent any of the powers,
	authorities and discretions vested in the board (other than its powers to make
	calls and forfeit shares), with power to sub-delegate, and may authorise the
	members of any local board or any of them to fill any vacancies therein and
	to act notwithstanding vacancies, and any such appointment or delegation
	may be upon such terms and subject to such conditions as the board may
	think fit, and the board may remove any person 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.
Power to establish	136. The board may establish and maintain or procure the establishment and
pension funds	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.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
		Capitalisation of reserves
Power to capitalise	137. (A)	The Company in general meeting may upon the recommendation of the
		Directors resolve that it is desirable to capitalise any part of the amount
		for the time being standing to the credit of any of the Company's
		reserve accounts or to the credit of the profit and loss account or
		otherwise available for distribution (and not required for the payment
		or provision of the dividend on any shares with a preferential right to
		dividend) and accordingly that such sums be set free for distribution
		amongst the members who would have been entitled thereto if
		distributed by way of dividend and in the same proportion on condition
		that the same be not paid in cash but be applied either in or towards
		paying up any amounts for the time being unpaid on any shares held by
		such members respectively or paying up in full unissued shares or
		debentures of the Company to be allotted and distributed credited as
		fully paid up to and amongst such members in the proportion aforesaid
		or partly in one way and partly in the one way and partly in the other,
		and the Directors shall give effect to such resolution, provided that a
		share premium account and any reserve or fund representing unrealised
		profits may, for the purposes of this bye-law, only be applied in paying
		up unissued shares to be issued to members of the Company credited as
		fully paid up shares. In carrying sums to reserve and in applying the
		same the Board shall comply with the provisions of the Act.
Effect of resolution	(B)	Wherever such a resolution as aforesaid shall have been passed the
to capitalise		Directors shall make all appropriations and applications of the
		undivided profits resolved to be capitalised thereby, and all allotments
		and issues of fully paid up shares or debentures, if any, and generally
		shall do all acts and things required to give effect thereto, with full
		power to the Directors to make such provision by the issue of fractional
		certificates or by payment in cash or otherwise (including provision for
		the benefit of fractional entitlements to accrue to the Company rather
		than to the members concerned) as they think fit for the case of shares
		or debentures becoming distributable in fractions, and also to authorise
		any person to enter on behalf of all members entitled thereto into an
		agreement with the Company providing for the allotment to them
		respectively, credited as fully paid up, of any further shares or
		debentures to which they may be entitled upon such capitalisation, or,
		as the case may require, for the payment up by the Company on their
		behalf, by the application thereto of their respective proportions of the
		profits resolved to be capitalised, of the amounts or any part of the
		amounts remaining unpaid on their existing shares, and any agreement
		made under such authority shall be effective and binding on all such
		members.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
(C)	The Directors may, in relation to any capitalisation sanctioned under
	this bye-law in their absolute discretion specify that, and in such
	circumstances and if directed so to do by a member or members entitled
	to an allotment and distribution credited as fully paid up of unissued
	shares or debentures in the Company pursuant to such capitalisation,
	shall allot and distribute credited as fully paid up the unissued shares or
	debentures to which that member is entitled to such person or persons
	as that member may nominate by notice in writing to the Company,
	such notice to be received not later than the day for which the general
	meeting of the Company to sanction the capitalisation is convened.
(D)	Notwithstanding any provisions in these Bye-laws, the Board may
	resolve to capitalise all or any part of any amount for the time being
	standing to the credit of any reserve or fund (including the profit and
	loss account) whether or not the same is available for distribution by
	applying such sum in paying up unissued shares to be allotted to (i)
	employees (including directors) of the Company and/or its affiliates
	(meaning any individual, corporation, partnership, association,
	joint-stock company, trust, unincorporated association or other entity
	(other than the Company) that directly, or indirectly through one or
	more intermediaries, controls, is controlled by or is under common
	control with, the Company) upon exercise or vesting of any options or
	awards granted under any share incentive scheme or employee benefit
	scheme or other arrangement which relates to such persons that has
	been adopted or approved by the members at a general meeting, or (ii)
	any trustee of any trust to whom shares are to be allotted and issued by
	the Company in connection with the operation of any share incentive
	scheme or employee benefit scheme or other arrangement which relates
	to such persons that has been adopted or approved by the members at
	a general meeting.

	Dividends and reserves
Power to declare	138. The Company in general meeting may declare dividends in any currency but
dividends	no dividends shall exceed the amount recommended by the board.

APPENDIX III			ADOPTION OF NEW BYE-LAWS
Board's power to	139.	(A)	The board may from time to time pay to the members such interim
pay interim			dividends as appear to the board to be justified by the profits of the
dividends			Company and, in particular (but without prejudice to the generality of
			the foregoing), if at any time the share capital of the Company is
			divided into different classes, the board may pay such interim dividends
			in respect of those shares in the capital of the Company which confer
			on the holders thereof deferred or non-preferential rights as well as in
			respect of those shares which confer on the holders thereof preferential
			rights with regard to dividend and provided that the board acts bona
			fide the board shall not incur any responsibility to the holders of shares
			conferring any preference for any damage that they may suffer by
			reason of the payment of an interim dividend on any shares having
			deferred or non-preferential rights.
		(B)	The board may also pay half-yearly or at other suitable intervals to be
			settled by it any dividend which may be payable at a fixed rate if the
			board is of the opinion that the profits justify the payment.
Dividends not to	140. No dividend shall be payable except out of the profits of the Company
be paid out of		available for distribution (such profits being ascertained in accordance with
capital		the Act) or contributed surplus. No dividend shall carry interestNo dividend
		shall be paid or distribution made out of contributed surplus if to do so would
		render the Company unable to pay its liabilities as they become due or the
		realisable value of its assets would thereby become less than the aggregate of
		its liabilities and its issued share capital and share premium accounts.
Scrip dividends	141.	(A)	Whenever the Directors or the Company in general meeting have
			resolved that a dividend be paid or declared on the share capital of the
			Company, the Directors may further resolve:-

either

that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment. In such case, the following provisions shall apply:-
1. the basis of any such allotment shall be determined by the Directors;
2. the Directors, after determining the basis of allotment, shall give not less than two weeks' 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;

APPENDIX III

ADOPTION OF NEW BYE-LAWS

the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded;
the dividend (or that part of the dividend to be satisfied by the allotment of shares 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 satisfaction thereof shares shall be allotted credited as fully paid to the shareholders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Directors shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company's reserve accounts (including any special account, share premium account and reserve fund (if there be any such reserve)) as the Directors may determine, a sum equal to the aggregate nominal amount of the shares to be allotted on such basis and apply the same in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the non-elected shares on such basis;

that shareholders entitled to such dividend shall 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 Directors may think fit. In such case, the following provisions shall apply:-
1. the basis of any such allotment shall be determined by the Directors;
2. the Directors, after determining the basis of allotment, shall give not less than two weeks' 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;
3. the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded;

APPENDIX III

ADOPTION OF NEW BYE-LAWS

1. the dividend (or that part of the dividend in respect of which a right of election has been recorded) 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 Directors shall capitalise and apply out of any part of the undivided profits of the Company's reserve accounts (including any special account, share premium account and reserves) as the Directors may determine, a sum equal to the aggregate nominal amount of the shares to be allotted on such basis and apply the same in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the elected shares on such basis.
The shares allotted pursuant to the provisions of paragraph (A) of this bye-law shall rank pari passu in all respects with the shares then in issue save only as regards participation:-
1. in the relevant dividend (or the right to receive or to elect to receive an allotment of shares in lieu thereof as aforesaid); or

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 Directors of their proposal to apply the provisions of sub-paragraph (i) or (ii) of paragraph (A) of this bye-law in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Directors shall specify that the shares to be allotted pursuant to the provisions of paragraph (A) of this bye-law shall rank for participation in such distribution, bonus or rights.

The Directors 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 bye-law with full power to the Directors 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 Directors 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.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

Reserves

Dividends to be paid in proportion to paid up capital

Retention of dividends etc.

Deduction of debts

1. The Company may upon the recommendation of the Directors by Special Resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (A) of this bye-law a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.
2. The Directors may on any occasion determine that rights of election and the allotment of shares under paragraph (A) of this bye-law shall not be made available or made to any shareholders with registered addresses in any territory where in the absence of a registration statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.
The board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the board, be applicable for meeting claims on or liabilities of the Company or contingencies or for paying off any loan capital or for equalising dividends or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the board may from time to time think fit, and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute by way of dividend.
Subject to the rights of persons, if any, entitled to shares with special rights as to dividend and subject to the terms of issue of any shares providing to the contrary, all dividends shall be declared and paid according to the amounts paid or credited as paid up on the shares in respect of whereof the dividend is paid, but no amount paid up or credited as paid up on a share in advance of calls or instalments shall be treated for the purposes of this bye-law as paid up on the share.
(A) The Directors may retain any dividends or other moneys payable on or in respect of a share upon which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.
1. The Directors 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.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
Dividend and call	145. Any general meeting sanctioning a dividend may make a call on the members
together		of such amount as the meeting fixes, but so that the call on each members
		shall not exceed the dividend payable to him, and so that the call 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.
Dividend in specie	146.	Whenever the Directors or the Company in general meeting have resolved
		that a dividend be paid or declared, the Directors may further resolve that
		such dividend be satisfied wholly or in part by the distribution of specific
		assets of any kind and in particular of paid up shares, debentures or warrants
		to subscribe securities of the Company or any other company, or in any one
		or more of such ways, and where any difficulty arises in regard to the
		distribution the Directors may settle the same as they 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 Directors 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 requisite, a contract shall be filed in
		accordance with the provisions of the Companies Act and the Directors may
		appoint any person to sign such contract on behalf of the persons entitled to
		the dividend and such appointment shall be effective.
Effect of transfer	147. A transfer of shares shall not pass the right to any dividend or bonus declared
		thereon before the registration of the transfer.
Receipt for	148.	If two or more persons are registered as joint holders of any shares, any one
dividends by joint		of such persons may give effectual receipts for any dividends, interim
holders		dividends or bonuses and other moneys payable in respect of such shares.
Payment by post	149.	Unless otherwise directed by the Directors, any dividend or bonus may be
		paid by cheque or warrant sent through the post to the registered address of
		the member entitled, or, in case of joint holders, to the registered address of
		that one whose name stands first in the register in respect of the joint holding
		or to such person and to such address as the holder or joint holders may in
		writing direct. Every cheque or warrant so sent shall be made payable to the
		order of the person to whom it is sent, and the payment of any such cheque
		or warrant shall operate as a good discharge to the Company in respect of the
		dividend and/or bonus represented thereby, notwithstanding that it may
		subsequently appear that the same has been stolen or that any endorsement
		thereon has been forged.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
Unclaimed	150.	All dividends or bonuses unclaimed for one year after having been declared
dividend		may be invested or otherwise made use of by the Directors for the benefit of
		the Company until claimed and the Company shall not be constituted a
		trustee in respect thereof. All dividends or bonuses unclaimed for six years
		after having been declared may be forfeited by the Directors and shall revert
		to the Company.
		Annual returns
Annual returns	151.	The Directors shall make the requisite annual returns in accordance with the
		requirements of the relevant territories, if any.
		Accounts
Accounts to be	152.	The Directors shall cause proper books of accounts to be kept of the sums of
kept		money received and expended by the Company, and the matters in respect of
		which such receipt and expenditure take place, and of the property, assets,
		credits and liabilities of the Company and of all other matters required by the
		Companies Act or necessary to give a true and fair view of the Company's
		affairs and to explain its transactions.
Where accounts to	153. The books of account shall bekept at the Office or, subject to the Act, at such
be kept		other place or places as the Directors think fit and shall always be open to the
		inspection of the Directors.
Inspection by	154.	The Directors shall from time to time determine whether and to what extent,
members		at what times and places and under what conditions or regulations, the
		accounts and books of the Company, or any of them, shall be open to the
		inspection of the members not being Directors, and no member (not being a
		Director) shall have any right of inspecting any account or book or document
		of the Company, except as conferred by the Companies Act or authorised by
		the Directors or by the Company in general meeting.
Annual profit and	155.	(A) Subject to Section 88 of the Act and Bye-laws155(C) and 155(D), the
loss account and		Directors shall lay before the Company at each annual general meeting
balance sheet		the audited profit and loss accounts, balance sheets, group accounts (if
		any) and reports of the Company in respect of the preceding financial
		year or offer period for which audited accounts have been prepared.

Annual report of Directors and balance sheet to be sent to members

Every balance sheet of the Company shall be signed pursuant to the provisions of the Companies Act, and a copy of every balance sheet (including every document required by law to be annexed thereto) and profit and loss account which is to be laid before the Company in general meeting, together with a copy of the Directors' report and a copy of the auditors' report, shall not less than twenty-one days before the date of the meeting, be sent to every member of, and every holder of debentures of, the Company and every person registered under bye-law 45 and every other person entitled to receive notices of general meetings of the Company, provided that this bye-law shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
(C)	Subject to due compliance with all applicable Statutes, rules and
	regulations, including, without limitation, the rules of the Designated
	Stock Exchange, and to obtaining all necessary consents, if any,
	required thereunder, the requirements of Bye-law 155(B) shall be
	deemed satisfied in relation to any person by sending to the person in
	any manner not prohibited by the Statutes, a summary financial
	statement derived from the Company's annual accounts and the
	directors' report which shall be in the form and containing the
	information required by applicable laws and regulations, provided that
	any person who is otherwise entitled to the annual financial statements
	of the Company and the directors' report thereon may, if he so requires
	by notice in writing served on the Company, demand that the Company
	sends to him, in addition to a summary financial statement, a complete
	printed copy of the Company's annual financial statement and the
	directors' report thereon.
(D)	The requirement to send to a person referred to in Bye-law 155(B) the
	documents referred to in that Bye-law or a summary financial report in
	accordance with Bye-law 155(C) shall be deemed satisfied where, in
	accordance with all applicable Statutes, rules and regulations,
	including, without limitation, the rules of the Designated Stock
	Exchange, the Company publishes copies of the documents referred to
	in Bye-law 155(B) and, if applicable, a summary financial report
	complying with Bye-law 155(C), on the Company's computer network
	or in any other permitted manner (including by sending any form of
	electronic communication), and that person has agreed or is deemed to
	have agreed to treat the publication or receipt of such documents in
	such manner as discharging the Company's obligation to send to him a
	copy of such documents.

		Audit
Auditors	156.	Auditors shall be appointed and their duties regulated in accordance with the
		provisions of the Statutes.
Remuneration of	157.	Subject as otherwise provided by the Statutes the remuneration of the
auditors		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 Directors.
When accounts to	158.	Every statement of accounts audited by the Company's auditors (which,
be deemed finally		subject to Section 88 of the Act, shall be conducted at least once in every
settled		year) and presented by the Directors 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 account amended in respect of the error shall be conclusive.

APPENDIX III	ADOPTION OF NEW BYE-LAWS
	Notices
Service of notices	159. (A) Any Notice or document (including any "corporate communication"
	within the meaning ascribed thereto under the rules of the Designated
	Stock Exchange), whether or not, to be given or issued under these
	Bye-laws from the Company to a member shall be in writing or by
	cable, telex or facsimile transmission message or other form of
	electronic transmission or communication and any such Notice and
	document may be served or delivered by the Company on or to any
	member either personally or by sending it through the post in a prepaid
	envelope addressed to such member at his registered address as
	appearing in the Register or at any other address supplied by him to the
	Company for the purpose or, as the case may be, by transmitting it to
	any such address or transmitting it to any telex or facsimile
	transmission number or electronic number or address or website
	supplied by him to the Company for the giving of Notice to him or
	which the person transmitting the notice reasonably and bona fide
	believes at the relevant time will result in the Notice being duly
	received by the member or may also be served by advertisement in
	appropriate newspapers in accordance with the requirements of the
	Designated Stock Exchange or, to the extent permitted by the
	applicable laws, by placing it on the Company's website and giving to
	the member a notice stating that the notice or other document is
	available there (a "notice of availability"). The notice of availability
	may be given to the member by any of the means set out above
	provided that such means is permitted by the rules of the Designated
	Stock Exchange. In the case of joint holders of a share all notices shall
	be given to that one of the joint holders whose name stands first in the
	Register and notice so given shall be deemed a sufficient service on or
	delivery to all the joint holders.(1) Any notice or document (including
	any "corporate communication" within the meaning ascribed thereto
	under the Listing Rules), whether or not, to be given or issued under
	these Bye-laws from the Company shall be in writing or by cable, telex
	or facsimile transmission message or other form of electronic
	transmission or electronic communication and any such notice and
	document may be given or issued by the following means:
	(a) by serving it personally on the relevant person;
	(b) by sending it through the post in a prepaid envelope addressed to
	such member at his registered address as appearing in the
	Register or at any other address supplied by him to the Company
	for the purpose;
	(c) by delivering or leaving it at such address as aforesaid;

APPENDIX III

ADOPTION OF NEW BYE-LAWS

1. by placing an advertisement in appointed newspapers or other publication and where applicable, (as defined in the Act) or in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the Designated Stock Exchange;
2. by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Bye-law 159(A), subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person;
3. by publishing it on the Company's website or the website to which the relevant person may have access, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person and/or for giving notification to any such person that the Notice, document or publication is available on the Company's website (a "notice of availability"); and
4. to sending or otherwise making it available to such person through such other means to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations.
The notice of availability may be given by any of the means set out above other than by posting it on a website.
In the case of joint holders of a share, all Notices shall be given to that one of the joint holders whose name stands first in the Register and Notice so given shall be deemed a sufficient service on or delivery to all the joint holders.
Every person who, by operation of law, transfer, transmission, or other means whatsoever, shall become entitled to any share, shall be bound by every Notice in respect of such share, which, previously to his name and address (including electronic address) being entered in the Register as the registered holder of such share, shall have been duly given to the person from whom he derives title to such share.
Every member or a person who is entitled to receive Notice from the Company under the provisions of the Statutes or these Bye-laws may register with the Company an electronic address to which notices can be served upon him.

APPENDIX III

ADOPTION OF NEW BYE-LAWS

Subject to any applicable laws, rules and regulations and the terms of these Bye-laws, any Notice, document or publication, including but not limited to the documents referred to in Bye-laws 155(B), 155(C) and 159 may be given in the English language only or in both the English language and the Chinese language.

159.(B) Any Nnotice or other document:

if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;
if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company's website is deemed given by the Company to a member on the day following that on which a notice of availability is deemed served on the member;
if published on the Company's website, shall be deemed to have been served on the day on which the notice, document or publication first so appears on the Company's website to which the relevant person may have access or the day on which the notice of availability is deemed to have been served or delivered to such person under these Bye-laws, whichever is later;
if published as an advertisement in a newspaper or other publication permitted under these Bye-laws, shall be deemed to have been served on the day on which the advertisement first so appears;

(iiiv) if served or delivered in any other manner contemplated by these Bye-laws, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and

APPENDIX III				ADOPTION OF NEW BYE-LAWS
			(ivi)	shallmaybe given to a member eitherin theEnglish language
				save that with the express indication of preference or election by
				a member to receive Notice or other document in Chinese, may be
				given to such member inorthe Chinese language only, subject to
				due compliance with all applicable Statutes, rules and regulations.
	159.	(C)	(i)	Any Nnotice or other document delivered or sent by post to or left
				at the registered address of any member in pursuance of these
				Bye-laws shall, notwithstanding that such member is then dead or
				bankrupt or that any other event has occurred, and whether or not
				the Company has notice of the death or bankruptcy or other event,
				be deemed to have been duly served or delivered in respect of any
				share registered in the name of such member as sole or joint
				holder unless his name shall, at the time of the service or delivery
				of the notice or document, have been removed from the Register
				as the holder of the share, and such service or delivery shall for
				all purposes be deemed a sufficient service or delivery of such
				Nnotice or document on all persons interested (whether jointly
				with or as claiming through or under him) in the share.
			(ii)	A notice may be given by the Company to the person entitled to
				a share in consequence of the death, mental disorder or
				bankruptcy of a member by sending it through the post in a
				prepaid letter, envelope or wrapper addressed to him by name, or
				by the title of representative of the deceased, or trustee of the
				bankrupt, or by any like description, at the address, if any,
				supplied for the purpose by the person claiming to be so entitled,
				or (until such an address has been so supplied) by giving the
				notice in any manner in which the same might have been given if
				the death, mental disorder or bankruptcy had not occurred.
			(iii)	Any person who by operation of law, transfer or other means
				whatsoever shall become entitled to any share shall be bound by
				every notice in respect of such share which prior to his name and
				address being entered on the Register shall have been duly given
				to the person from whom he derives his title to such share.
Members out of	159.	(D)	Where the registered address of a member is outside the relevant
relevant territories			territories, notice, if given through the post, shall be sent by pre-paid air
			mail letter. Any member whose registered address is outside the
			relevant territories may notify the Company in writing of an address in

the relevant territories which for the purpose of service of notice shall be deemed to be his registered address. A member who has no registered address shall be deemed to have received any notice which shall have been displayed at the head office of the Company and shall have remained there for the space of twenty-four hours and such notice shall be deemed to have been received by such member on the day following that on which it shall have been first so displayed.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
		Information
Member entitled to	160. No member shall be entitled to require discovery of or any information
information	respecting any detail of the Company's trading or any matter which is or may
	be in the nature of a trade secret or secret process which may relate to the
	conduct of the business of the Company and which in the opinion of the
	Directors it will be inexpedient in the interests of the members of the
	Company to communicate to the public.
		Winding up
Division of assets	161. (A)	The Board shall have power in the name and on behalf of the Company
in liquidation		to present a petition to the court for the Company to be wound up.
	(B) A resolution that the Company be wound up by the court or wound up
		voluntarily shall be a Special Resolution.
	(C)	If the Company shall be wound up (whether the liquidation is
		voluntary, under supervision or by the court) the liquidator may, with
		the authority of a Special Resolution, divide among the members in

specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like authority, vest any one or more class or classes of property and may determine how much division shall be carried out as between the members or different classes of members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributor shall be compelled to accept any shares in respect of which there is liability.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
Service of process	162.	In the event of a winding-up of the Company, every member who is not for
		the time being in any of the relevant territories shall be bound, within
		fourteen days after the passing of an effective resolution to wind up the
		Company voluntarily, or the making of an order for the winding-up of the
		Company, to serve notice in writing on the Company appointing some person
		resident in any of the relevant territories and stating that person's full name,
		address and occupation upon whom all summonses, notices, process, 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, whether appointed by the member or the
		liquidator, shall be deemed to be 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
		advertisement in such English language daily newspapers circulating in each
		of the relevant territories as he shall deem appropriate or by a registered letter
		sent through the post and addressed to such member at his address as
		mentioned in the register, and such notice shall be deemed to be service on
		the day following that on which the advertisement appears or the letter is
		posted.
Dividend	163.	(A) Without prejudice to the rights of the Company under paragraph (B) of
entitlements etc.,		this bye-law, the Company may cease sending cheques for dividend
of untraceable		entitlements or dividend warrants by post if such cheques or warrants
members		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.
Sale of shares of		(B) The Company shall have the power to sell, in such manner as the board
untraceable		thinks fit, any shares of a member who is untraceable, but no such sale
members		shall be made unless:-

(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 bye-laws 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 member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and

APPENDIX III

ADOPTION OF NEW BYE-LAWS

where such shares are listed on The Stock Exchange of Hong Kong Limited, the Company has caused an advertisement to be inserted in a leading English language daily newspaper and a leading Chinese language daily newspaper circulating in Hong Kong giving notice of its intention to sell such shares and has notified The Stock Exchange of Hong Kong Limited of such intention and a period of three (3) months has elapsed since the date of such advertisement.

For the purpose of the foregoing, the "relevant period" means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (iii) of this bye-law and ending at the expiry of the period referred to in that paragraph.

To give effect to any such sale, the board may authorise some person to transfer the said shares and an 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 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 net proceeds it shall become indebted to the former member for an amount equal to such net proceeds. No trust 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 bye-law shall be valid and effective notwithstanding that the member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

APPENDIX III		ADOPTION OF NEW BYE-LAWS
		Indemnity
Indemnity	164. Save and except so far as the provisions of this bye-law shall be avoided by
	any provisions of the Statutes:-
	(A)	every Director or other officer of the Company at any time, whether at
		present or in the past,and the liquidator or trustees (if any) for the time
		beingacting or who have actedin relation to any of the affairs of the
		Company and everyone of them and everyone of their heirs, executors
		and administrators shall be entitled to be indemnified out of the assets
		of the Company against all losses or liabilities which he may sustain or
		incur in or about the execution of the duties of his office or otherwise
		in relation thereto, and no Director or other officer shall be liable for
		any loss, damages or misfortune which may happen to or be incurred by
		the Company in the execution of the duties of his office or in relation
		thereto, provided that this bye-law shall only have effect in so far as its
		provisions are not avoided by the Companies Act; and
	(B)	if any Director or other person shall become personally liable for the
		payment of any sum primarily due from the Company, the Directors

may execute or cause to be executed any mortgage, charge, or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Director or person so becoming liable as aforesaid from any loss in respect of such liability.

APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

BUILD KING HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00240)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Build King Holdings Limited ("the Company") will be held at Academy Room I-II, 1st Floor, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Tuesday, 25 May 2021 at 2:00 p.m. to transact the following businesses:

To receive and consider the Audited Financial Statements and the Reports of the Directors and Independent Auditor for the year ended 31 December 2020.
To declare a final dividend for the year ended 31 December 2020.

3(A). To re-elect, each as a separate resolution, the following persons as Directors:

Mr. Chang Kam Chuen, Desmond;
Mr. David Howard Gem; and
Mr. Lo Yiu Ching, Dantes.

3(B). To authorize the Board of Directors to fix their remuneration.

4. To re-appoint Messrs. Deloitte Touche Tohmatsu as the auditor of the Company and to authorize the Board of Directors to fix their remuneration.

APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as Ordinary Resolutions:

ORDINARY RESOLUTIONS

5(A). "THAT:

subject to paragraph (c) below, the exercise by the directors of the Company ("Directors") during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options, including bonds, warrants and debentures convertible into shares of the Company, which might require the exercise of such powers be and is hereby generally and unconditionally approved;
the approval in paragraph (a) above shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options, including bonds, warrants and debentures convertible into shares of the Company, which might require the exercise of such powers after the end of the Relevant Period;
the number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to Directors and/or employees of the Company and/or any of its subsidiaries of options or rights to subscribe for shares in the Company; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend pursuant to the Bye-laws of the Company from time to time, shall not exceed 20 per cent. of the number of the issued shares of the Company at the date of passing of this Resolution and the said approval shall be limited accordingly; and
for the purposes of this Resolution:
"Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:
1. the conclusion of the next Annual General Meeting of the Company;
2. the expiration of the period within which the next Annual General Meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held; or
3. the revocation or variation of the Resolution by an ordinary resolution in general meeting of the Company.

APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside the Hong Kong Special Administrative Region of the People's Republic of China)."

5(B). "THAT:

subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own shares, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time, be and is hereby generally and unconditionally approved;
the number of the shares to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the number of the issued shares of the Company at the date of passing of this Resolution and the said approval shall be limited accordingly; and
for the purposes of this Resolution:
"Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:
1. the conclusion of the next Annual General Meeting of the Company;
2. the expiration of the period within which the next Annual General Meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held; or
3. the revocation or variation of this Resolution by an ordinary resolution in general meeting of the Company."

5(C). "THAT conditional upon Ordinary Resolution Nos. 5(A) and 5(B) set out in the notice convening this Meeting being passed, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to Ordinary Resolution No. 5(A) above be and is hereby extended by the addition thereto of an amount representing the number of the shares of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution No. 5(B) above provided that such amount shall not exceed 10 per cent. of the number of the issued shares of the Company at the date of passing of this Resolution."

APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

6. "THAT in accordance with section 45(1) of the Companies Act 1981 of Bermuda the authorised share capital of the Company be diminished from HK$200,000,000 to HK$170,000,000 by cancelling 3,000,000,000 authorised but unissued preference shares of a par value of HK$0.01 each in the authorised share capital of the Company such that the authorised share capital of the Company will become HK$170,000,000 divided into 1,700,000,000 ordinary shares of HK$0.10 each."

As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as Special Resolution:

SPECIAL RESOLUTION

7. "THAT

the proposed amendments to the existing bye-laws of the Company (the "Proposed Amendments"), the details of which are set out in Appendix III to the circular of the Company dated 22 April 2021, be and are hereby approved;
the amended and restated Bye-laws (the "New Bye-laws"), incorporating and consolidating all the Proposed Amendments and all previous amendments to the bye-laws of the Company approved by the Company in compliance with the applicable laws, in the form of the printed document produced to this meeting and for the purpose of identification signed by the Chairman of this Meeting be and is hereby adopted, confirmed and approved as the bye-laws of the Company in substitution for and to the exclusion of the existing bye-laws of the Company; and
any Director of the Company be and is hereby authorised to do all things necessary to effect and record the adoption of the New Bye-laws."

	By Order of the Board
	Build King Holdings Limited
	Chang Kam Chuen, Desmond
	Company Secretary
Hong Kong, 22 April 2021
Registered office:	Principal place of business in Hong Kong:
Clarendon House	Units 601-605A, 6th Floor
2 Church Street	Tower B, Manulife Financial Centre
Hamilton HM 11	223 Wai Yip Street, Kwun Tong
Bermuda	Kowloon, Hong Kong

APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

Notes:

For determining the entitlement to attend and vote at the Annual General Meeting to be held on Tuesday, 25 May 2021, the register of members of the Company will be closed from Thursday, 20 May 2021 to Tuesday, 25 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's Branch Share Registrar in Hong Kong, Tricor Progressive Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on Tuesday, 18 May 2021.
The proposed final dividend is subject to the approval of the shareholders at the Annual General Meeting. The record date for the proposed final dividend is on Wednesday, 2 June 2021. For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Tuesday, 1 June 2021 to Wednesday, 2 June 2021, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company's Branch Share Registrar in Hong Kong, Tricor Progressive Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on Monday, 31 May 2021.
Any member of the Company entitled to attend and vote at the meeting by the above notice shall be entitled to appoint another person as his/her proxy to attend and vote instead of such member. Votes may be given either personally or by proxy or by a duly authorized corporate representative. A member may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised to sign the same.
The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority shall be delivered to the Company's branch share registrar, Tricor Progressive Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote and in default the instrument of proxy shall not be treated as valid.
Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
In the case of joint holders of a share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
In relation to Resolution Nos. 3(A)(i), (ii) and (iii) regarding re-election of Directors, Mr. Chang Kam Chuen, Desmond, Mr. David Howard Gem and Mr. Lo Yiu Ching, Dantes shall retire from office and, being eligible, offer themselves for re-election at the Annual General Meeting pursuant to the Company's Bye-laws.
A circular containing further details regarding Resolution Nos. 3(A)(i), (ii) and (iii), 5(A), 5(B), 5(C), 6 and 7 above has been sent to the shareholders of the Company together with the Annual Report 2020.
Novel Coronavirus Circumstances
Although shareholders are welcome to attend the Annual General Meeting physically in person if they so wish, the Company encourages the shareholders to exercise their right to vote at the Annual General Meeting by appointing the Chairman of the Annual General Meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the Annual General Meeting in person, in view of the current development of novel coronavirus circumstances. The Company will also be undertaking the following precautionary measures to safeguard the health and well-being of the shareholders (or their proxies) who are attending the Annual General Meeting in person, including body temperature check, health declaration, wearing surgical face mask, access restriction for quarantine participants according to the Department of Health of Hong Kong, plus safe distancing measures for queue management and seating at the meeting venue. Any person who refuses to co-operate with the above precautionary measures, or with a body temperature above the reference range quoted by the Department of Health of Hong Kong from time to time, or exhibiting flu-like symptoms will not be admitted to the meeting venue.

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Build King Holdings Limited published this content on 21 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2021 14:59:05 UTC.

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Build King Holdings Limited

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BMG1675M1064

Construction & Engineering

Build King : PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED ADOPTION OF NEW BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

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