THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
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 stockbroker 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 Central China Real Estate Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
(Stock Code: 0832)
PROPOSED GRANT OF GENERAL MANDATES
TO REPURCHASE SHARES AND ISSUE SHARES;
RE-ELECTION OF DIRECTORS;
PROPOSED AMENDMENTS TO THE
ARTICLES OF ASSOCIATION AND
THE ADOPTION OF THE AMENDED AND
RESTATED ARTICLES OF ASSOCIATION;
AND
NOTICE OF ANNUAL GENERAL MEETING
This circular is despatched together with the annual report of Central China Real Estate Limited which comprises, among other things, the directors' report, the auditor's report and the financial statements of Central China Real Estate Limited for the year ended 31 December 2020.
A letter from the board of directors of Central China Real Estate Limited is set out on pages 6 to 11 of this circular.
A notice convening the annual general meeting of Central China Real Estate Limited for the year ended 31 December 2020 to be held at 7701B-7702A, Level 77, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Wednesday, 12 May 2021 at 3:00 p.m. is set out on pages 62 to 67 of this circular.
A form of proxy for use at the annual general meeting is enclosed with this circular and is also published on the websites of Central China Real Estate Limited and The Stock Exchange of Hong Kong Limited. Whether or not you are able to attend the annual general meeting, please complete the form of proxy in accordance with the instructions printed thereon and return the same to Central China Real Estate Limited's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.
12 April 2021
- For identification purpose only
PRECAUTIONARY MEASURES FOR THE AGM
Please see pages 1 to 2 of this circular for precautionary measures being taken to prevent and control the spread of the novel coronavirus at the AGM, including:
- compulsory body temperature checks and health declarations
- wearing of surgical face masks
- no refreshment will be served
- no souvenirs will be distributed
Any person who does not comply with the above precautionary measures may be denied entry into the AGM venue. The Company will require all attendees to wear surgical face masks before they are permitted to attend, and during their attendance of the AGM at all times, and reminds the Shareholders that they may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.
- i -
CONTENTS | |||
Page | |||
Precautionary Measures for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 | ||
Definitions . . | . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
Letter From the Board | |||
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | ||
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 | ||
Proposed Amendments to the Articles of Association and | |||
the Adoption of the Amended and Restated Articles of Association . . . . . . . . . . . . . | 9 | ||
AGM. . | . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 10 |
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 11 | ||
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 11 | ||
Appendix I | - | Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . . | 12 |
Appendix II | - | Details of the Directors to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . . | 16 |
Appendix III | - | Details of the Proposed Amendments to the Articles of Association . . . | 18 |
Notice of AGM . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 62 |
- ii -
PRECAUTIONARY MEASURES FOR THE AGM
In view of the ongoing novel coronavirus epidemic and recent guidelines for prevention and control of its spread, the Company will implement the following precautionary measures at the AGM to protect the Shareholders, staff and other stakeholders who attend the AGM from the risk of infection:
- compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;
- the Company will require all attendees to wear surgical face masks before they are permitted to attend, and during their attendance of the AGM at all times, and to maintain a safe distance between seats;
- no refreshment will be served at the AGM; and
- no souvenirs will be distributed at the AGM.
Any person who does not comply with above requirements may be denied entry into the AGM venue or be required to leave the AGM venue. To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of other attendees at the AGM. In our case, denied entry to the AGM venue also means that person will not be allowed to attend the AGM.
In the interest of all stakeholders' health and safety and in accordance with recent guidelines for prevention and control of the spread of novel coronavirus, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, the Shareholders may complete the proxy forms and appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.
The proxy forms were despatched to the Shareholders together with this circular, and can otherwise be downloaded from the websites of the Company at www.jianye.com.cn or the Stock Exchange at www.hkexnews.hk. If you are not a registered Shareholder (i.e. if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of proxy.
- 1 -
PRECAUTIONARY MEASURES FOR THE AGM
If you have any questions relating to the AGM, please contact the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, via the following:
Address | : Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, | |
Wanchai, Hong Kong | ||
: | hkinfo@computershare.com.hk | |
Telephone | : | +852 2865 0990 |
Fax | : | +852 2862 8628 |
- 2 -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"2020 AGM"
"AGM"
the annual general meeting of the Company held on 14 May 2020
the annual general meeting of the Company to be held at 7701B-7702A, Level 77, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Wednesday, 12 May 2021 at 3:00 p.m., or any adjournment thereof to consider and, if thought fit, approve, among other things, the re-election of Directors, the granting of the Issue Mandate (and the extension thereof) and the Repurchase Mandate and the proposed amendments to the Articles of Association and the adoption of the Amended and Restated Articles of Association
"AGM Notice" | the notice of the AGM which is set out on pages 62 to 67 of |
this circular | |
"Amended and Restated | the amended and restated articles of association of the |
Articles of Association" | Company incorporating and consolidating all the Proposed |
Amendments | |
"Articles of Association" | the articles of association of the Company adopted by |
special resolution passed on 24 May 2012 and currently in | |
force |
"Board"
"Company"
the board of Directors
Central China Real Estate Limited(建業地產股份有限公 司* ), an exempted company incorporated on 15 November 2007 under the laws of the Cayman Islands with limited liability, whose Shares are listed on the Main Board of the Stock Exchange
"Director(s)" | the director(s) of the Company |
"Group" | the Company and its subsidiaries |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
- For identification purposes only
- 3 -
DEFINITIONS
"Hong Kong"
"Issue Mandate"
"Joy Bright"
"Latest Practicable Date"
"Listing Rules"
"PRC"
"Proposed Amendments"
"Remuneration Committee"
"Repurchase Mandate"
"SFO"
the Hong Kong Special Administrative Region of the PRC
a general mandate proposed to be granted to the Directors to allot, issue and otherwise deal with additional Shares with a nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM, as described in the ordinary resolution no. 5(A) in the AGM Notice
Joy Bright Investments Limited(恩輝投資有限公司), a limited liability company incorporated in the British Virgin Islands and wholly-owned by Mr. Wu Po Sum, the chairman of the Board and an executive Director
8 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
the Rules Governing the Listing of Securities on the Stock Exchange
the People's Republic of China
the proposed amendments to the Articles of Association as set out in Appendix III of this circular
the remuneration committee of the Company
a general mandate proposed to be granted to the Directors to empower the Directors to exercise the powers of the Company to repurchase the Shares with a nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM, as described in the ordinary resolution no. 5(B) in the AGM Notice
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
- 4 -
DEFINITIONS
"Share(s)"
"Share Option Scheme"
"Shareholder(s)"
"Stock Exchange"
"Takeovers Code"
"%"
ordinary share(s) with a nominal value of HK$0.10 each in the share capital of the Company
the share option scheme conditionally approved and adopted by the Company pursuant to the voting by the Shareholders at the extraordinary general meeting on 19 April 2018
the holder(s) of the Shares(s)
The Stock Exchange of Hong Kong Limited
the Codes on Takeovers and Mergers, as amended, supplemented or otherwise modified from time to time
per cent
- 5 -
LETTER FROM THE BOARD
(Stock Code: 0832)
Executive Directors:
Mr. Wu Po Sum (Chairman)
Mr. Wang Jun
Mr. Yuan Xujun
Non-executive Directors:
Mr. Lim Ming Yan
Ms. Wu Wallis (alias Li Hua) Ms. Chen Ying
Independent non-executive Directors: Mr. Cheung Shek Lun
Mr. Xin Luo Lin
Dr. Sun Yuyang
To the Shareholders
Dear Sir or Madam,
Registered office:
Cricket Square Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Place of business in Hong Kong: Room 7701B-7702A,77th Floor International Commerce Centre 1 Austin Road West
Kowloon Hong Kong
12 April 2021
PROPOSED GRANT OF GENERAL MANDATES
TO REPURCHASE SHARES AND ISSUE SHARES;
RE-ELECTION OF DIRECTORS;
PROPOSED AMENDMENTS TO THE
ARTICLES OF ASSOCIATION AND
THE ADOPTION OF THE AMENDED AND
RESTATED ARTICLES OF ASSOCIATION;
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide the Shareholders with information reasonably necessary to enable the Shareholders to consider, and if thought fit, approve, among other things, the following resolutions to be proposed at the AGM:
- the granting of the Repurchase Mandate to the Directors for repurchase of the Shares of the Company;
- For identification purpose only
- 6 -
LETTER FROM THE BOARD
- the granting of the Issue Mandate (and the extension thereof) to the Directors to allot, issue and otherwise deal with additional Shares;
- the re-election of the retiring Directors; and
- the proposed amendments to the Articles of Association and the adoption of the Amended and Restated Articles of Association.
REPURCHASE MANDATE
Pursuant to the resolutions passed by the Shareholders at the 2020 AGM, a general mandate was granted to the Directors to exercise the powers of the Company to repurchase the Shares. Such mandate will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase the Shares not exceeding 10% of the issued share capital of the Company as at the date of passing of such resolution at the AGM. Details of the Repurchase Mandate are set out in the ordinary resolution no. 5(B) in the AGM Notice.
As at the Latest Practicable Date, the issued share capital of the Company comprised 2,953,550,120 Shares. Assuming that there is no change in the issued share capital of the Company during the period between the Latest Practicable Date and the date of passing of the resolution approving the Repurchase Mandate at the AGM, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate will be 295,355,012 Shares.
An explanatory statement, as required under the Listing Rules to provide the requisite information in connection with the Repurchase Mandate, is set out in Appendix I to this circular. The Repurchase Mandate will continue in force until the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be convened under the Articles of Association or any applicable law(s); or (iii) the date on which the authority given under the ordinary resolution approving the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders.
ISSUE MANDATE
Pursuant to the resolutions passed by all the Shareholders at the 2020 AGM, a general mandate was granted to the Directors to allot, issue and deal with additional Shares. Such mandate will lapse at the conclusion of the AGM. Therefore, two ordinary resolutions will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of such resolution at the AGM, and an extension of the Issue Mandate by adding to it the number of Shares repurchased under the Repurchase Mandate. Details of the Issue Mandate and its extension are set out in the ordinary resolution nos. 5(A) and 5(C), respectively, in the AGM Notice.
- 7 -
LETTER FROM THE BOARD
As at the Latest Practicable Date, the issued share capital of the Company comprised 2,953,550,120 Shares. Assuming that there is no change in the issued share capital of the Company during the period between the Latest Practicable Date and the date of passing of the resolution approving the Issue Mandate at the AGM, the maximum number of Shares which may be issued pursuant to the Issue Mandate as at the date of passing of the resolution approving the Issue Mandate will be 590,710,024 Shares.
The Issue Mandate and its extension will continue in force until the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be convened under the Articles of Association or any applicable law(s); or (iii) the date on which the authority given under the ordinary resolution approving the Issue Mandate and its extension is revoked or varied by an ordinary resolution of the Shareholders.
RE-ELECTION OF DIRECTORS
Pursuant to Article 87 of the Articles of Association, at every annual general meeting of the Company, 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 provided that every Director shall be subject to retirement by rotation at least once every three years. Mr. Wang Jun, Mr. Cheung Shek Lun and Mr. Xin Luo Lin, therefore, will retire from their offices at the AGM, and being eligible, offer themselves for re-election.
Pursuant to Article 86(3) of the Articles of Association of the Company, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting after his appointment and be subject to re-election at such meeting. Accordingly, Ms. Chen Ying who was appointed by the Board as a non-executive Director with effect from 25 August 2020, will also retire at the AGM and being eligible, offer herself for re-election as a non-executive Director at the AGM.
Particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
- 8 -
LETTER FROM THE BOARD
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION
The Board proposes to (i) make the Proposed Amendments to the Articles of Association, for the purpose of, among others, permitting the Company to hold hybrid general meetings and electronic general meetings, to bring the Articles of Association in line with amendments made to the applicable laws of the Cayman Islands and the Listing Rules and to incorporate certain housekeeping amendments; and (ii) adopt the Amended and Restated Articles of Association incorporating and consolidating all the Proposed Amendments in substitution for the Articles of Association. A summary of the major changes to the Articles of Association to be made by the Proposed Amendments is set out below:
- to allow all general meetings (including an 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 Articles of Association;
- 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;
- 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 of the Company; and
- 9 -
LETTER FROM THE BOARD
- 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.
Other housekeeping amendments to the Articles of Association are also proposed, including making consequential amendments in connection with the above amendments to the Articles of Association and for clarity and consistency with the other provisions of the Articles of Association where it is considered desirable and to better align the wording with those of the Listing Rules and the applicable laws of the Cayman Islands, as appropriate.
Details of the Proposed Amendments are set out in Appendix III to this circular.
The Proposed Amendments are prepared in the English language. The Chinese translation of each of the Proposed Amendments and the Amended and Restated Articles of Association is for reference only. In case there are any inconsistencies between the English version and the Chinese version, the English version shall prevail.
The legal advisers to the Company as to Hong Kong laws and the Cayman Islands laws have respectively confirmed that the Proposed Amendments comply with the applicable requirements of the Listing Rules and do not violate the laws of the Cayman Islands. The Company also confirms that there is nothing unusual in the Proposed Amendments from the perspective of a Cayman Islands company listed on the Stock Exchange.
The Proposed Amendments as well as the adoption of the Amended and Restated Articles of Association are subject to the Shareholders' approval by way of special resolution at the AGM.
AGM
The AGM Notice is set out on pages 62 to 67 of this circular.
A form of proxy for use at the AGM is enclosed with this circular and is also published on the websites of the Company and the Stock Exchange. Whether or not you intend to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
- 10 -
LETTER FROM THE BOARD
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting of the Company must be taken by way of poll. Accordingly, the resolutions to be considered and, if thought fit, approved at the AGM will be voted by way of a poll by the Shareholders.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
RECOMMENDATION
The Directors consider that the re-election of the retiring Directors, the grant of the Repurchase Mandate and the Issue Mandate (and the extension thereof and the proposed Amendments to the Articles of Association and the adoption of the Amended and Restated Articles of Association are all in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend all Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.
Yours faithfully,
By Order of the Board
Central China Real Estate Limited
Wu Po Sum
Chairman
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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This Appendix I serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide the requisite information to you to enable you 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 proposed granting of the Repurchase Mandate.
PROVISIONS OF THE LISTING RULES
The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below.
EXERCISE OF THE REPURCHASE MANDATE
As at the Latest Practicable Date, the issued share capital of the Company was HK$295,355,012 comprising 2,953,550,120 Shares. Subject to the passing of the resolution approving the granting of the proposed Repurchase Mandate at the AGM and on the basis that no further Shares are issued and/or repurchased between the Latest Practicable Date and the date of passing of the resolution approving the Repurchase Mandate, exercise in full of the Repurchase Mandate could result in up to 295,355,012 Shares, representing 10% of the issued ordinary share capital of the Company as at the date of passing of such resolution, being repurchased by the Company during the period from the date of passing the resolution granting the Repurchase Mandate until the earlier of (i) the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required to be convened under the Articles of Association or any applicable laws; or (iii) the date on which the authority given under the ordinary resolution approving the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders.
REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders to seek the Repurchase Mandate from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market 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 repurchases will benefit the Company and the Shareholders. The timing of such repurchases, the number of Shares to be repurchased, the repurchase price and other terms upon which the Shares are repurchased will be decided by the Directors at the relevant time having regard to the prevailing circumstances.
- 12 -
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
FUNDING OF REPURCHASES
Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the applicable laws of the Cayman Islands and the Listing Rules. The Company may not repurchase the Shares for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Subject to the foregoing, the Company may make repurchases with funds which would otherwise be available for dividend or distribution or out of an issue of new Shares for the purpose of the repurchase.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the Repurchase Mandate were to be exercised in full at the current prevailing market value, it might have a material adverse impact on the working capital and the gearing levels of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up. However, the Directors do not propose to exercise the Repurchase Mandate to repurchase Shares to such an extent as would, in the circumstances, result in a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum and the Articles of Association of the Company and the applicable laws of the Cayman Islands.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates currently intends to sell the Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.
No core connected person (as defined in the Listing Rules) has notified the Company that he or she or it has a present intention to sell his or her or its Shares to the Company, nor has he or she or it undertaken not to do so, in the event that the Company is authorised to make purchases of the Shares.
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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
EFFECTS OF THE TAKEOVERS CODE
If, as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the interest of the Shareholder(s), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, the Company had 2,953,550,120 Shares in issue. According to the register kept by the Company pursuant to Section 336 of the SFO, Mr. Wu Po Sum was interested in 2,044,431,867 Shares held via Joy Bright, representing approximately 69.22% of the issued share capital of the Company.
On the assumption that the issued share capital of the Company remains the same, in the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the shareholding of Mr. Wu Po Sum in the Company would be increased from approximately 69.22% to approximately 76.91% of the issued share capital of the Company. To the best of the knowledge and belief of the Directors, the increase in the shareholding of Mr. Wu Po Sum as a result of the exercise in full of the Repurchase Mandate would not give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such extent which would otherwise result in the number of Shares being held by the public falling below the minimum requirement as prescribed by the Stock Exchange, which is currently 25% of the entire issued share capital of the Company.
SHARE REPURCHASE MADE BY THE COMPANY
During the six months preceding the Latest Practicable Date, there was no repurchase of its Shares made by the Company (whether on the Stock Exchange or otherwise).
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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
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:
Share Prices (per Share) | ||
Month | Highest | Lowest |
HK$ | HK$ | |
2020 | ||
April | 4.20 | 3.84 |
May | 4.52 | 3.38 |
June | 3.98 | 3.56 |
July | 4.15 | 3.61 |
August | 3.86 | 3.38 |
September | 4.00 | 3.24 |
October | 4.51 | 3.55 |
November | 4.87 | 3.97 |
December | 4.31 | 3.47 |
2021 | ||
January | 3.73 | 3.20 |
February | 3.77 | 3.11 |
March | 3.87 | 3.46 |
April (up to the Latest Practicable Date) | 4.00 | 3.39 |
- 15 -
APPENDIX II | DETAILS OF THE DIRECTORS TO BE RE-ELECTED |
The following sets out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Articles of Association:
BIOGRAPHICAL INFORMATION
Wang Jun, aged 40, is an executive Director. Mr. Wang has over 16 years of experience in the real estate industry and capital market. He obtained his bachelor's degree in English from Guangdong University of Foreign Studies in 2002 and his master's degree in Business Administration from Hong Kong University of Science and Technology in 2011. From 2003 to 2007, Mr. Wang served in PricewaterhouseCoopers Zhong Tian CPAs Limited Company with the latest position as a senior associate; from 2007 to 2011, he served as the head of investor relations and a senior manager of the finance department in Country Garden Holdings Company Limited; and from 2011 to June 2018, he served in Morgan Stanley Asia Limited with the latest position as an executive director.
Cheung Shek Lun, aged 60, is an independent non-executive Director. He obtained a Bachelor Degree in Business Administration from the Chinese University of Hong Kong in 1986, a Bachelor Degree in Business from the University College of Southern Queensland in 1990, and a Bachelor Degree in Law from the University of Wolverhampton in 2002. Mr. Cheung worked as an assistant assessor in the Inland Revenue Department of the Hong Kong government from November 1986 to January 1989, an accountant in Hong Kong Telephone Company Limited from July 1989 to April 1990, an accounting manager, group senior vice president - accounting and other positions of Fortune (Shanghai) Limited from May 1990 to September 2006, and a senior executive of T.C.C. International Limited from October 2006 to October 2007. He was the vice-chairman of Insite Asset Management Group Ltd. from September 2008 to December 2017 and has been the chairman since December 2017. He is currently a member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Chartered Association of Certified Accountants, a member of the Chartered Institute of Management Accountants, a member of the Institute of Chartered Secretaries and Administrators in the UK and a member of The Hong Kong Institute of Chartered Secretaries.
- 16 -
APPENDIX II | DETAILS OF THE DIRECTORS TO BE RE-ELECTED |
Xin Luo Lin, aged 71, is an independent non-executive Director. He was a postgraduate from Peking University in the PRC. Mr. Xin was a visiting scholar at the Waseda University, Japan between 1980 and 1983, an honorary research associate at the University of British Columbia, Canada during 1983 and 1984 and a visiting fellow at the Australia National University, Australia in 1985. He is an independent investor with over 24 years of experience in investment banking in the PRC, Hong Kong and Australia. Mr. Xin was a Senior Advisor to Potter Warburg, Australia from 1985 to 1989 and to Citic-Hambros, Australia, from 1995 to 1997, respectively. At present, he is a Justice of Peace in New South Wales of Australia. Mr. Xin was a non-executive director of Sino- Tech International Holdings Limited from August 2010 to June 2012, an independent non-executive director of China Environmental Technology Holdings Limited from August 2012 to May 2015 and a non-executive director of China Trends Holdings Limited from August 2015 to May 2016, and the shares of those companies are listed on the Stock Exchange. Mr. Xin was an independent non-executive director of Enerchina Holdings Limited, the shares of which is listed on the Stock Exchange from June 2002 to May 2015 and a non-executive director from May 2015 to June 2016. He is currently a non-executive chairman of Asian Capital Holdings Limited, an independent non- executive director of Beijing Sports and Entertainment Industry Group Limited (formerly known as ASR Logistics Holdings Limited) and Sinolink Worldwide Holdings Limited, shares of those companies are listed on the Stock Exchange. Mr. Xin also serves as a director of Daikokuya Inc., a company listed on the Tokyo Stock Exchange.
Chen Ying, aged 55, is a non-executive Director. Ms. Chen has over 24 years of experience in real estate operations and business management. She obtained a bachelor's degree in accounting from Zhongnan University of Economics and Law in 1987. Ms. Chen served as an accountant in the Light Industry Department of Henan Province from 1987 to 1996. She joined the Group in
November 1996 and had successively served in various positions of Central China Real Estate Group (China) Company Limited*(建業住宅集團(中國)有限公司), including deputy manager and manager of the finance department and treasury department, assistant president, deputy general
manager for Zhengzhou Region, general manager of the U-Town project company, general manager for Pingdingshan Region, assistant president and director of the office of the board of directors, assistant president and general manager of the treasure management centre, vice president, director and head of the investment and financing centre and a member of the investment committee, and is currently a director of various members of the Group. Ms. Chen has extensive experience in business management, real estate operations, investment and financing as well as risk management. She had exceeded the operating targets assigned by the Group during her tenure, and had frequently taken the lead in participating in major corporate M&A projects. The business lines under her management had been commended by the Group many times.
- 17 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO |
THE ARTICLES OF ASSOCIATION | |
Details of the Proposed Amendments are set out below:
GENERAL AMENDMENTS
- Replacing all references to the word "Law" with "Act" and the word "(Revised)" with "(As Revised)" wherever they respectively appear in the Articles of Association; and
(ii) Replacing all references to the words "rules of the Designated Stock Exchange",
- rules of any Designated Stock Exchange" and "rules and regulations of the Designated Stock Exchange" with the words "Listing Rules" wherever they appear in the Articles of Association.
SPECIFIC AMENDMENTS
Currently in force | Proposed to be amended as | ||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | ||
2. | (1) In these Articles, unless the context otherwise requires, the | 2. | (1) In these Articles, unless the context otherwise requires, the | ||
words standing in the first column of the following table shall | words standing in the first column of the following table shall | ||||
bear the meaning set opposite them respectively in the second | bear the meaning set opposite them respectively in the second | ||||
column. | column. | ||||
WORD | MEANING | WORD | MEANING | ||
Nil | "Act" | the Companies Act, Cap. 22 (Act 3 of | |||
1961, as consolidated and revised) of the | |||||
Cayman Islands. | |||||
Nil | "announcement" | 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" | has the meaning attributed to it in the rules | removed | |||
of the Designated Stock Exchange. | |||||
… | … | ||||
- 18 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | ||||
THE ARTICLES OF ASSOCIATION | |||||
Currently in force | Proposed to be amended as | ||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | ||
"business day" | a day on which the Designated Stock | "business day" | shall mean a day on which the Designated | ||
Exchange is generally open for business | Stock Exchange isgenerally is open for | ||||
of dealing in securities in Hong Kong. | the business of dealing in securities in | ||||
For the avoidance of doubt, where the | Hong Kong. For the avoidance of doubt, | ||||
Designated Stock Exchange is closed for | where the Designated Stock Exchange | ||||
business of dealing in securities in Hong | is closed for the business of dealing in | ||||
Kong on a business day by reason of a | securities in Hong Kong on a business day | ||||
Number 8 or higher typhoon signal, black | byfor the reason of a Numbernumber 8 | ||||
rainstorm warning or other similar event, | or higher typhoon signal, black rainstorm | ||||
such day shall for the purposes of these | warning or other similar event, such day | ||||
Articles be counted as a business day. | shall for the purposes of these Articles be | ||||
counted as a business day. | |||||
"capital" | the share capital from time to time of | "capital" | the share capital of the Company from | ||
the Company. | time to time of the Company. | ||||
… | … | ||||
Nil | "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 | |||||
Article 100 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. | |||||
"dollars" and "$" dollars, the legal currency of Hong Kong. | removed | ||||
Nil | "electronic | a communication sent, transmitted, | |||
communication" | conveyed and received by wire, by | ||||
radio, by optical means or by other | |||||
electron magnetic means in any form | |||||
through any medium. | |||||
- 19 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | ||||
THE ARTICLES OF ASSOCIATION | |||||
Currently in force | Proposed to be amended as | ||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | ||
Nil | "electronic | a general meeting held and conducted | |||
meeting" | wholly and exclusively by virtual | ||||
attendance and participation by | |||||
Members and/or proxies by means of | |||||
electronic facilities. | |||||
… | … | ||||
"Law" | The Companies Law, Cap. 22 (Law 3 of | removed | |||
1961, as consolidated and revised) of the | |||||
Cayman Islands. | |||||
Nil | "hybrid meeting" | 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. | |||||
Nil | "Listing Rules" | rules of the Designated Stock Exchange. | |||
Nil | "Meeting | has the meaning given to it in Article | |||
Location" | 64A. | ||||
- 20 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | ||||||
THE ARTICLES OF ASSOCIATION | |||||||
Currently in force | Proposed to be amended as | ||||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | ||||
"ordinary | a resolution shall be an ordinary resolution | "ordinary | a resolution shall be an ordinary resolution | ||||
resolution" | when it has been passed by a simple | resolution" | when it has been passed by a simple | ||||
majority of votes cast by such Members | majority of votes cast by such Members | ||||||
as, being entitled to do so, vote in person | as, being entitled so to do so, vote in | ||||||
or, in the case of any Member being | person or, in the case of any Member | ||||||
a corporation, by its duly authorised | being a corporation, by its duly authorised | ||||||
representative or, where proxies are | representative or, where proxies are | ||||||
allowed, by proxy at a general meeting | allowed, by proxy at a general meeting | ||||||
of which Notice has been duly given in | of which Notice has been duly given in | ||||||
accordance with Article 59; | accordance with Article 59;. | ||||||
… | … | ||||||
Nil | "physical | a general meeting held and | |||||
meeting" | 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. | |||||||
Nil | "Principal | shall have the meaning given to it in | |||||
Meeting Place" | Article 59(2). | ||||||
… | … | ||||||
"special | a resolution shall be a special resolution | "special | a resolution shall be a special resolution | ||||
resolution" | when it has been passed by a majority of | resolution" | when it has been passed by a majority | ||||
not less than three-fourths of votes cast | of not less than three-fourths of votes | ||||||
by such Members as, being entitled to | cast by such Members as, being entitled | ||||||
do so, vote in person or, in the case of | so to do | so | , vote in person or, in the | ||||
any Member being a corporation, by its | case of anysuch Members being aas | ||||||
duly authorised representative or, where | are corporations, by itstheir respective | ||||||
proxies are allowed, by proxy at a general | duly authorised representative or, where | ||||||
meeting of which Notice has been duly | proxies are allowed, by proxy at a general | ||||||
given in accordance with Article 59. | meeting of which Notice has been duly | ||||||
given in accordance with Article 59. | |||||||
a special resolution shall be effective | |||||||
for any purpose for which an ordinary | a special resolution shall be effective | ||||||
resolution is expressed to be required | for any purpose for which an ordinary | ||||||
under any provision of these Articles or | resolution is expressed to be required | ||||||
the Statutes. | under any provision of these Articles or | ||||||
the Statutes. | |||||||
… | … | ||||||
- 21 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||||
THE ARTICLES OF ASSOCIATION | ||||||
Currently in force | Proposed to be amended as | |||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |||
… | … | |||||
"Subsidiary and | has the meanings attributed to them in the | removed | ||||
Holding Company" rules of the Designated Stock Exchange. | ||||||
… | … | |||||
(2) In these Articles, unless there be something within the | (2) In these Articles, unless there be something within the | |||||
subject or context inconsistent with such construction: | subject or context inconsistent with such construction: | |||||
… | … | |||||
(e) expressions referring to writing shall, unless the contrary | (e) | expressions referring to writing shall, unless the contrary | ||||
intention appears, be construed as including printing, | intention appears, be construed as including printing, | |||||
lithography, photography and other modes of representing | lithography, photography and other modes of representing | |||||
words or figures in a visible form, and including where | or reproducing words or figures in a legible and non- | |||||
the representation takes the form of electronic display, | transitory form or, to the extent permitted by and in | |||||
provided that both the mode of service of the relevant | accordance with the Statutes and other applicable | |||||
document or notice and the | Member's election comply | laws, rules and regulations, any visible substitute for | ||||
with all applicable Statutes, rules and regulations; | 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 noticeNotice and the | ||||||
Member's election comply with all applicable Statutes, | ||||||
rules and regulations; | ||||||
… | … | |||||
(h) references | to a document | being executed include | (h) | references to a document (including, but without | ||
references to it being executed under hand or under seal | limitation, a resolution in writing) being signed or | |||||
or by electronic signature or by any other method and | executed include references to it being signed or executed | |||||
references to a notice or document include a notice or | under hand or under seal or by electronic signature or | |||||
document recorded or stored in any digital, electronic, | by electronic communication or by any other method | |||||
electrical, magnetic or other retrievable form or medium | and references to a noticeNotice or document include | |||||
and information in visible form whether having physical | a noticeNotice or document recorded or stored in any | |||||
substance or not. | digital, electronic, electrical, magnetic or other retrievable | |||||
form or medium and information in visible form whether | ||||||
having physical substance or not.; | ||||||
(i) | Section 8 and Section 19 of the Electronic Transactions | |||||
Act (2003) of the Cayman Islands, as amended from | ||||||
time to time, shall not apply to these Articles to the | ||||||
extent it imposes obligations or requirements in | ||||||
addition to those set out in these Articles; | ||||||
(j) | a reference to a meeting: (a) shall mean a meeting | |||||
convened and held in any manner permitted by these | ||||||
Articles and any Member or Director 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 Articles, | ||||||
and attend, participate, attending, participating, | ||||||
attendance and participation shall be construed | ||||||
accordingly; | ||||||
(k) | 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 | ||||||
or these Articles to be made available at the meeting, | ||||||
and participate and participating in the business of a | ||||||
general meeting shall be construed accordingly; | ||||||
(l) | references to electronic facilities include, without | |||||
limitation, website addresses, webinars, webcast, video | ||||||
or any form of conference call systems (telephone, | ||||||
video, web or otherwise); and | ||||||
(m) | where a Member is a corporation, any reference in | |||||
these Articles to a Member shall, where the context | ||||||
requires, refer to a duly authorised representative of | ||||||
such Member. | ||||||
- 22 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | ||||
THE ARTICLES OF ASSOCIATION | |||||
Currently in force | Proposed to be amended as | ||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | ||
3. | … | 3. | … | ||
(2) Subject to the Law, the Company's Memorandum and | (2) | Subject to the LawAct, the Company's Memorandum | |||
Articles of Association and, where applicable, the rules | and Articles of Association and, where applicable, the | ||||
of any Designated Stock Exchange and/or any competent | rules of any Designated Stock ExchangeListing Rules | ||||
regulatory authority, any power of the Company to | and/or the rules of any competent regulatory authority, | ||||
purchase or otherwise acquire its own shares shall be | any power ofthe Company shall have the power to | ||||
exercisable by the Board in such manner, upon such | purchase or otherwise acquire its own shares and such | ||||
terms and subject to such conditions as it thinks fit. The | power shall be exercisable by the Board in such manner, | ||||
Company is hereby authorised to make payments in | upon such terms and subject to such conditions as it in its | ||||
respect of the purchase of its shares out of capital or out | absolute discretion thinks fit and any determination by | ||||
of any other account or fund which can be authorised for | the Board of the manner of purchase shall be deemed | ||||
this purpose in accordance with the Law. | authorised by these Articles for purposes of the Act. | ||||
The Company is hereby authorised to make payments in | |||||
respect of the purchase of its shares out of capital or out | |||||
of any other account or fund which can be authorised for | |||||
this purpose in accordance with the LawAct. | |||||
(3) Except as allowed by the Law and subject further | (3) | Except as allowed by the Law and subject | |||
to compliance with the rules and regulations of the | furtherSubject to compliance with the rules and | ||||
Designated Stock Exchange and any other relevant | regulations of the Designated Stock ExchangeListing | ||||
regulatory authority the Company shall not give financial | Rules and any other relevantcompetent regulatory | ||||
assistance for the purpose of or in connection with a | authority, the Company shall notmay give financial | ||||
purchase made or to be made by any person of any shares | assistance for the purpose of or in connection with a | ||||
in the Company. | purchase made or to be made by any person of any shares | ||||
in the Company. | |||||
(4) No share shall be issued to bearer. | (4) | The Board may accept the surrender for no | |||
consideration of any fully paid share. | |||||
(4)(5) | No share shall be issued to bearer. | ||||
8. | (1) Subject to the provisions of the Law and the Company's | 8. | (1) | Subject to the provisions of the LawAct and the | |
Memorandum and Articles of Association and to any | Company's Memorandum and Articles of Association | ||||
special rights conferred on the | holders of any shares | and to any special rights conferred on the holders of | |||
or class of shares, any share in the Company (whether | any shares or class of shares, any share in the Company | ||||
forming part of the present capital or not) may be issued | (whether forming part of the present capital or not) | ||||
with or have attached thereto such rights or restrictions | may be issued with or have attached thereto such rights | ||||
whether in regard to dividend, voting, return of capital | or restrictions whether in regard to dividend, voting, | ||||
or otherwise as the Company may by ordinary resolution | return of capital or otherwise as the Company may by | ||||
determine or, if there has not been any such determination | ordinary resolution determine or, if there has not been | ||||
or so far as the same shall not make specific provision, as | any such determination or so far as the same shall not | ||||
the Board may determine. | make specific provision,as the Board may determine. | ||||
… | … | ||||
- 23 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||||
THE ARTICLES OF ASSOCIATION | ||||||
Currently in force | Proposed to be amended as | |||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |||
9. | Subject to the Law, any preference shares may be issued or | 9. | Subject to the Law, any preference shares may be issued | |||
converted into shares that, at a determinable date or at the | or converted into shares that, at a determinable date or | |||||
option of the Company or the holder, are liable to be redeemed | at the option of the Company or the holder, are liable to | |||||
on such terms and in such manner as the Company before the | be redeemed on such terms and in such manner as the | |||||
issue or conversion may by ordinary resolution of the Members | Company before the issue or conversion may by ordinary | |||||
determine. Where the Company purchases for redemption a | resolution of the Members determine.Where the Company | |||||
redeemable share, purchases not made through the market or by | purchases for redemption a redeemable share, purchases not | |||||
tender shall be limited to a maximum price as may from time to | made through the market or by tender shall be limited to a | |||||
time be determined by the Company in general meeting, either | maximum price as may from time to time be determined by the | |||||
generally or with regard to specific purchases. If purchases are | Company in general meeting, either generally or with regard to | |||||
by tender, tenders shall be available to all Members alike. | specific purchases. If purchases are by tender, tenders shall be | |||||
available to all Members alike. | ||||||
10. | … | 10. | … | |||
(a) | the necessary quorum (other than at an adjourned | (a) | the necessary quorum (other than at an adjourned | |||
meeting) shall be two persons (or in the case of a Member | meeting) shall be two persons (or in the case of a Member | |||||
being a corporation, its duly authorized representative) | being a corporation, its duly authorized representative) | |||||
holding or representing by proxy not less than one-third in | holding or representing by proxy not less than one-third in | |||||
nominal value of the issued shares of that class and at any | nominal value of the issued shares of that class and at any | |||||
adjourned meeting of such holders, two holders present in | adjourned meeting of such holders, two holders present in | |||||
person (or in the case of a Member being a corporation, | person (or in the case of a Member being a corporation, | |||||
its duly authorized representative) or by proxy (whatever | its duly authorized representative) or by proxy (whatever | |||||
the number of shares held by them) shall be a quorum; | the number of shares held by them) shall be a quorum; | |||||
and | ||||||
(b) | every holder of shares of the class shall be entitled on a | (b) | every holder of shares of the class shall be entitled on a | |||
poll to one vote for every such share held by him; and | pollto one vote for every such share held by him.; and | |||||
(c) | any holder of shares of the class present in person or by | (c) | any holder of shares of the class present in person or | |||
proxy or authorised representative may demand a poll. | by proxy or authorised representative may demand a | |||||
poll. | ||||||
- 24 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
12. | (1) Subject to the Law, these Articles, any direction that may | 12. | (1) Subject to the LawAct, these Articles, any direction that | |
be given by the Company in general meeting and, where | may be given by the Company in general meeting and, | |||
applicable, the rules of any Designated Stock Exchange | where applicable, the rules of any Designated Stock | |||
and without prejudice to any special rights or restrictions | ExchangeListing Rules and without prejudice to any | |||
for the time being attached to any shares or any class | special rights or restrictions for the time being attached to | |||
of shares, the unissued shares of the Company (whether | any shares or any class of shares, the unissued shares of | |||
forming part of the original or any increased capital) | the Company (whether forming part of the original or any | |||
shall be at the disposal of the Board, which may offer, | increased capital) shall be at the disposal of the Board, | |||
allot, grant options over or otherwise dispose of them to | which may offer, allot, grant options over or otherwise | |||
such persons, at such times and for such consideration | dispose of them to such persons, at such times and for | |||
and upon such terms and conditions as the Board may | such consideration and upon such terms and conditions | |||
in its absolute discretion determine but so that no shares | as the Board may in its absolute discretion determine | |||
shall be issued at a discount. Neither the Company nor | but so that no shares shall be issued at a discount to | |||
the Board shall be obliged, when making or granting any | their nominal value. Neither the Company nor the | |||
allotment of, offer of, option over or disposal of shares, | Board shall be obliged, when making or granting any | |||
to make, or make available, any such allotment, offer, | allotment of, offer of, option over or disposal of shares, | |||
option or shares to Members or others with registered | to make, or make available, any such allotment, offer, | |||
addresses in any particular territory or territories being | option or shares to Members or others with registered | |||
a territory or territories where, in the absence of a | addresses in any particular territory or territories being | |||
registration statement or other special formalities, this | a territory or territories where, in the absence of a | |||
would or might, in the opinion of the Board, be unlawful | registration statement or other special formalities, this | |||
or impracticable. | would or might, in the opinion of the Board, be unlawful | |||
or impracticable. Members affected as a result of the | ||||
Members affected as a result of the foregoing sentence | foregoing sentence shall not be, or be deemed to be, a | |||
shall not be, or be deemed to be, a separate class of | separate class of membersMembers for any purpose | |||
members for any purpose whatsoever. | whatsoever. | |||
… | … | |||
16. | Every share certificate shall be issued under the Seal or with | 16. | Every share certificate shall be issued under the Seal or a | |
the Seal imprinted thereon or a facsimile thereof and shall | facsimile thereof or with the Seal imprinted thereon or a | |||
specify the number and class and distinguishing numbers (if | facsimile thereofand shall specify the number and class | |||
any) of the shares to which it relates, and the amount paid up | and distinguishing numbers (if any) of the shares to which it | |||
thereon and may otherwise be in such form as the Directors | relates, and the amount paid up thereon and may otherwise be | |||
may from time to time determine. No certificate shall be issued | in such form as the Directors may from time to time determine. | |||
representing shares of more than one class. The Board may | The seal of the Company may only be affixed or imprinted | |||
by resolution determine, either generally or in any particular | to a share certificate with the authority of the Directors, | |||
case or cases, that any signatures on any such certificates | or be executed under the signature of appropriate officials | |||
(or certificates in respect of other securities) need not be | with statutory authority, unless otherwise determined by | |||
autographic but may be affixed to such certificates by some | the Directors. No certificate shall be issued representing | |||
mechanical means or may be printed thereon. | shares of more than one class. The Board may by resolution | |||
determine, either generally or in any particular case or cases, | ||||
that any signatures on any such certificates (or certificates in | ||||
respect of other securities) need not be autographic but may be | ||||
affixed to such certificates by some mechanical means or may | ||||
be printed thereon. | ||||
- 25 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
17. | … | 17. | … | |
(2) Where a share stands in the names of two or more | (2) Where a share stands in the names of two or more | |||
persons, the person first named in the Register shall as | persons, the person first named in the Register shall as | |||
regards service of notices and, subject to the provisions of | regards service of noticesNotices and, subject to the | |||
these Articles, all or any other matters connected with the | provisions of these Articles, all or any other matters | |||
Company, except the transfer of the shares, be deemed the | connected with the Company, except the transfer of the | |||
sole holder thereof. | shares, be deemed the sole holder thereof. | |||
20. | (1) Upon every transfer of shares the certificate held by the | 20. | (1) Upon every transfer of shares the certificate held by the | |
transferor shall be given up to be cancelled, and shall | transferor shall be given up to be cancelled, and shall | |||
forthwith be cancelled accordingly, and a new certificate | forthwith be cancelled accordingly, and a new certificate | |||
shall be issued to the transferee in respect of the shares | shall be issued to the transferee in respect of the shares | |||
transferred to him at such fee as is provided in paragraph | transferred to him at such fee as is provided in paragraph | |||
(2) of this Article. If any of the shares included in the | (2) of this Article. If any of the shares included in | |||
certificate so given up shall he retained by the transferor | the certificate so given up shall hebe retained by the | |||
a new certificate for the balance shall be issued to him | transferor a new certificate for the balance shall be issued | |||
at the aforesaid fee payable by the transferor to the | to him at the aforesaid fee payable by the transferor to the | |||
Company in respect thereof. | Company in respect thereof. | |||
… | … | |||
23. | Subject to these Articles, the Company may sell in such | 23. | Subject to these Articles, the Company may sell in such manner | |
manner as the Board determines any share on which the | as the Board determines any share on which the Company has | |||
Company has a lien, but no sale shall be made unless some | a lien, but no sale shall be made unless some sum in respect | |||
sum in respect of which the lien exists is presently payable, | of which the lien exists is presently payable, or the liability | |||
or the liability or engagement in respect of which such lien | or engagement in respect of which such lien exists is liable | |||
exists is liable to be presently fulfilled or discharged nor until | to be presently fulfilled or discharged nor until the expiration | |||
the expiration of fourteen clear days after a notice in writing, | of fourteen (14) clear days after a noticeNotice in writing, | |||
stating and demanding payment of the sum presently payable, | stating and demanding payment of the sum presently payable, | |||
or specifying the liability or engagement and demanding | or specifying the liability or engagement and demanding | |||
fulfillment or discharge thereof and giving notice of the | fulfillment or discharge thereof and giving noticeNotice of the | |||
intention to sell in default, has been served on the registered | intention to sell in default, has been served on the registered | |||
holder for the time being of the share or the person entitled | holder for the time being of the share or the person entitled | |||
thereto by reason of his death or bankruptcy. | thereto by reason of his death or bankruptcy. | |||
25. | Subject to these Articles and to the terms of allotment, the | 25. | Subject to these Articles and to the terms of allotment, the | |
Board may from time to time make calls upon the Members | Board may from time to time make calls upon the Members | |||
in respect of any moneys unpaid on their shares (whether | in respect of any moneys unpaid on their shares (whether | |||
on account of the nominal value of the shares or by way of | on account of the nominal value of the shares or by way of | |||
premium), and each Member shall (subject to being given | premium), and each Member shall (subject to being given at | |||
at least fourteen (14) clear days' Notice specifying the time | least fourteen (14) clear days' Notice specifying the time and | |||
and place of payment) pay to the Company as required by | place of payment) pay to the Company as required by such | |||
such notice the amount called on his shares. A call may be | noticeNotice the amount called on his shares. A call may be | |||
extended, postponed or revoked in whole or in part as the | extended, postponed or revoked in whole or in part as the | |||
Board determines but no Member shall be entitled to any such | Board determines but no Member shall be entitled to any such | |||
extension, postponement or revocation except as a matter of | extension, postponement or revocation except as a matter of | |||
grace and favour. | grace and favour. | |||
- 26 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
33. | The Board may, if it thinks fit, receive from any Member | 33. | The Board may, if it thinks fit, receive from any Member | |
willing to advance the same, and either in money or money's | willing to advance the same, and either in money or money's | |||
worth, all or any part of the moneys uncalled and unpaid or | worth, all or any part of the moneys uncalled and unpaid or | |||
instalments payable upon any shares held by him and upon all | instalments payable upon any shares held by him and upon all | |||
or any of the moneys so advanced (until the same would, but | or any of the moneys so advanced (until the same would, but | |||
for such advance, become presently payable) pay interest at | for such advance, become presently payable) pay interest at | |||
such rate (if any) as the Board may decide. The Board may at | such rate (if any) as the Board may decide. The Board may at | |||
any time repay the amount so advanced upon giving to such | any time repay the amount so advanced upon giving to such | |||
Member not less than one month 's Notice of its intention in | Member not less than one (1) month 's Notice of its intention | |||
that behalf, unless before the expiration of such notice the | in that behalf, unless before the expiration of such notice the | |||
amount so advanced shall have been called up on the shares in | amount so advanced shall have been called up on the shares in | |||
respect of which it was advanced. Such payment in advance | respect of which it was advanced. Such payment in advance | |||
shall not entitle the holder of such share or shares to participate | shall not entitle the holder of such share or shares to participate | |||
in respect thereof in a dividend subsequently declared. | in respect thereof in a dividend subsequently declared. | |||
35. | When any share has been forfeited, notice of the forfeiture | 35. | When any share has been forfeited, noticeNotice of the | |
shall be served upon the person who was before forfeiture the | forfeiture shall be served upon the person who was before | |||
holder of the share. No forfeiture shall be invalidated by any | forfeiture the holder of the share. No forfeiture shall be | |||
omission or neglect to give such Notice. | invalidated by any omission or neglect to give such Notice. | |||
44. | The Register and branch register of Members, as the case | 44. | The Register and branch register of Members, as the case | |
may be, shall be open to inspection for at least two (2) hours | may be, shall be open to inspection for at least two (2) hours | |||
on every business day by Members without charge or by any | on every business dayduring business hours by Members | |||
other person, upon a maximum payment of $2.50 or such | without charge or by any other person, upon a maximum | |||
lesser sum specified by the Board, at the Office or such other | payment of $Hong Kong dollars 2.50 or such lesser sum | |||
place at which the Register is kept in accordance with the | specified by the Board, at the Office or such other place at | |||
Law or, if appropriate, upon a maximum payment of $1.00 | which the Register is kept in accordance with the LawAct | |||
or such lesser sum specified by the Board at the Registration | or, if appropriate, upon a maximum payment of $Hong Kong | |||
Office. The Register including any overseas or local or other | dollars 1.00 or such lesser sum specified by the Board at the | |||
branch register of Members may, after notice has been given | Registration Office. The Register including any overseas or | |||
by advertisement in an appointed newspaper or any other | local or other branch register of Members may, after notice has | |||
newspapers in accordance with the requirements of any | been given by advertisement in an appointed newspaper or any | |||
Designated Stock Exchange or by any electronic means in such | other newspapers in accordance with the requirements of any | |||
manner as may be accepted by the Designated Stock Exchange | Designated Stock Exchange or by any electronic means in such | |||
to that effect, be closed at such times or for such periods not | manner as may be accepted by the Designated Stock Exchange | |||
exceeding in the whole thirty (30) days in each year as the | to that effect, be closed at such times or for such periods not | |||
Board may determine and either generally or in respect of any | exceeding in the whole thirty (30) days in each year as the | |||
class of shares. | Board may determine and either generally or in respect of any | |||
class of shares. | ||||
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APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | ||||
THE ARTICLES OF ASSOCIATION | |||||
Currently in force | Proposed to be amended as | ||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | ||
45. | Notwithstanding any other provision of these Articles the | 45. | Subject to the Listing Rules, | ||
Company or the Directors may fix any date as the record date | Notwithstandingnotwithstanding any other provision of these | ||||
for: | Articles the Company or the Directors may fix any date as the | ||||
record date for: | |||||
(a) determining the Members entitled to receive any dividend, | (a) | determining the Members entitled to receive any dividend, | |||
distribution, allotment or issue and such record date may | distribution, allotment or issue and such record date | ||||
be on, or at any time not more than thirty (30) days before | may be on, or at any time not more than thirty (30) | ||||
or after, any date on which such dividend, distribution, | days before or after, any date on which such dividend, | ||||
allotment or issue is declared, paid or made; | distribution, allotment or issue is declared, paid or | ||||
made; | |||||
(b) determining the Members entitled to receive notice of and | (b) | determining the Members entitled to receive noticeNotice | |||
to vote at any general meeting of the Company. | of and to vote at any general meeting of the Company. | ||||
46. | Subject to these Articles, any Member may transfer all or | 46. | (1) | Subject to these Articles, any Member may transfer all | |
any of his shares by an instrument of transfer in the usual or | or any of his shares by an instrument of transfer in the | ||||
common form or in a form prescribed by the Designated Stock | usual or common form or in a form prescribed by the | ||||
Exchange or in any other form approved by the Board and may | Designated Stock Exchange or in any other form approved | ||||
be under hand or, if the transferor or transferee is a clearing | by the Board and may be under hand or, if the transferor | ||||
house or its nominee(s), by hand or by machine imprinted | or transferee is a clearing house or its nominee(s), by | ||||
signature or by such other manner of execution as the Board | hand or by machine imprinted signature or by such other | ||||
may approve from time to time. | manner of execution as the Board may approve from time | ||||
to time. | |||||
(2) | Notwithstanding the provisions of subparagraph | ||||
(1) above, for so long as any shares are listed on the | |||||
Designated Stock Exchange, titles to such listed shares | |||||
may be evidenced and transferred in accordance with | |||||
the laws applicable to and the Listing Rules that are or | |||||
shall be applicable to such listed shares. The register of | |||||
members of the Company in respect of its listed shares | |||||
(whether the Register or a branch register) may be | |||||
kept by recording the particulars required by Section | |||||
40 of the Act in a form otherwise than legible if such | |||||
recording otherwise complies with the laws applicable | |||||
to and the Listing Rules that are or shall be applicable | |||||
to such listed shares. | |||||
51. | The registration of transfers of shares or of any class of | 51. | The registration of transfers of shares or of any class of | ||
shares may, after notice has been given by advertisement in an | shares may, after notice has been given by announcement | ||||
appointed newspaper or any other newspapers or by any other | or by electronic communication or by advertisement in | ||||
means in accordance with the requirements of any Designated | an appointed newspaper orany othernewspapers or by | ||||
Stock Exchange to that effect be suspended at such times and | any other means in accordance with the requirements of any | ||||
for such periods (not exceeding in the whole thirty (30) days in | Designated Stock Exchange to that effect be suspended at such | ||||
any year) as the Board may determine. | times and for such periods (not exceeding in the whole thirty | ||||
(30) days in any year) as the Board may determine. The period | |||||
of thirty (30) days may be extended in respect of any year if | |||||
approved by the Members by ordinary resolution. | |||||
- 28 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||||
THE ARTICLES OF ASSOCIATION | ||||||
Currently in force | Proposed to be amended as | |||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |||
54. | A person becoming entitled to a share by reason of the death | 54. | A person becoming entitled to a share by reason of the death | |||
or bankruptcy or winding-up of a Member shall be entitled to | or bankruptcy or winding-up of a Member shall be entitled to | |||||
the same dividends and other advantages to which he would be | the same dividends and other advantages to which he would be | |||||
entitled if he were the registered holder of the share. However, | entitled if he were the registered holder of the share. However, | |||||
the Board may, if it thinks fit, withhold the payment of any | the Board may, if it thinks fit, withhold the payment of any | |||||
dividend payable or other advantages in respect of such share | dividend payable or other advantages in respect of such share | |||||
until such person shall become the registered holder of the | until such person shall become the registered holder of the | |||||
share or shall have effectually transferred such share, but, | share or shall have effectually transferred such share, but, | |||||
subject to the requirements of Article 75(2) being met, such a | subject to the requirements of Article 7572(2) being met, such | |||||
person may vote at meetings. | a person may vote at meetings. | |||||
55. | … | 55. | … | |||
(2) | …. | (2) | …. | |||
(a) | all cheques or warrants in respect of dividends of the | (a) | all cheques or warrants in respect of dividends of the | |||
shares in question, being not less than three in total | shares in question, being not less than three in total | |||||
number, for any sum payable in cash to the holder of such | number, for any sum payable in cash to the holder of such | |||||
shares in respect of them sent during the relevant period | shares in respect of them sent during the relevant period | |||||
in the manner authorised by the Articles of the Company | in the manner authorised by the Articles of the Company | |||||
have remained uncashed; | have remained uncashed; | |||||
(b) | … | (b) | … | |||
(c) | the Company, if so required by the rules governing the | (c) | the Company, if so required by the rules governing the | |||
listing of shares on the Designated Stock Exchange, has | listing of shares on the Designated Stock Exchange, | |||||
given notice to, and caused advertisement in newspapers | has given notice of its intention to sell such shares to, | |||||
in accordance with the requirements of, the Designated | and caused advertisement in newspapersboth in daily | |||||
Stock Exchange to be made of its intention to sell such | newspaper and in a newspaper circulating in the | |||||
shares in the manner required by the Designated Stock | area of the last known address of such Member or | |||||
Exchange, and a period of three (3) months or such | any person entitled to the share under Article 54 and | |||||
shorter period as may be allowed by the Designated | where applicable, in each case in accordance with the | |||||
Stock Exchange has elapsed since the date of such | requirements of, the Designated Stock Exchange to be | |||||
advertisement. | made of its intention to sell such shares in the manner | |||||
required bythe Designated Stock Exchange, and a period | ||||||
of three (3) months or such shorter period as may be | ||||||
allowed by the Designated Stock Exchange has elapsed | ||||||
since the date of such advertisement. | ||||||
For the purpose of the foregoing, the "relevant period" | For the purpose of the foregoing, the "relevant period" | |||||
means the period commencing twelve years before the | means the period commencing twelve (12) years before | |||||
date of publication of the advertisement referred to in | the date of publication of the advertisement referred to in | |||||
paragraph (c) of this Article and ending at the expiry of | paragraph (c) of this Article and ending at the expiry of | |||||
the period referred to in that paragraph. | the period referred to in that paragraph. | |||||
… | … | |||||
- 29 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
56. | An annual general meeting of the Company shall be held in | 56. | An annual general meeting of the Company shall be held in | |
each year other than the year of the Company's adoption of | each year other than the year of the Company's adoption of | |||
these Articles (within a period of not more than fifteen (15) | these Articles (within a period of not more than fifteen (15) | |||
months after the holding of the last preceding annual general | months after the holding of the last preceding annual general | |||
meeting or not more than eighteen (18) months after the date | meeting or not more than eighteen (18) months after the date | |||
of adoption of these Articles, unless a longer period would not | of adoption of these Articles, unless a longer period would not | |||
infringe the rules of the Designated Stock Exchange, if any) at | infringe the rules of the Designated Stock ExchangeListing | |||
such time and place as may be determined by the Board. | Rules, if any) at such time and place as may be determined | |||
by the Board. | ||||
57. | Each general meeting, other than an annual general meeting, | 57. | Each general meeting, other than an annual general meeting, | |
shall be called an extraordinary general meeting. General | shall be called an extraordinary general meeting. GeneralAll | |||
meetings may be held in any part of the world as may be | general meetings (including an annual general meeting, any | |||
determined by the Board. | adjourned meeting or postponed meeting) may be held as a | |||
physical meeting in any part of the world and at one or more | ||||
locations as provided in Article 64A, as a hybrid meeting or | ||||
as an electronic meeting, as may be determined by the Board, | ||||
in its absolute discretion. | ||||
58. | The Board may whenever it thinks fit call extraordinary | 58. | The Board may whenever it thinks fit call extraordinary | |
general meetings. Any one or more Members holding at the | general meetings. Any one or more Members holding at the | |||
date of deposit of the requisition not less than one-tenth of the | date of deposit of the requisition not less than one-tenth of the | |||
paid up capital of the Company carrying the right of voting | paid up capital of the Company carrying the right of voting | |||
at general meetings of the Company shall at all times have | at general meetings of the Company shall at all times have | |||
the right, by written requisition to the Board or the Secretary | the right, by written requisition to the Board or the Secretary | |||
of the Company, to require an extraordinary general meeting | of the Company, to require an extraordinary general meeting | |||
to be called by the Board for the transaction of any business | to be called by the Board for the transaction of any business | |||
specified in such requisition; and such meeting shall be held | specified in such requisition; and such meeting shall be held | |||
within two (2) months after the deposit of such requisition. If | within two (2) months after the deposit of such requisition. | |||
within twenty-one (21) days of such deposit the Board fails to | If within twenty-one (21) days of such deposit the Board | |||
proceed to convene such meeting the requisitionist(s) himself | fails to proceed to convene such meeting the requisitionist(s) | |||
(themselves) may do so in the same manner, and all reasonable | himself (themselves) may do so in the same mannerconvene | |||
expenses incurred by the requisitionist(s) as a result of the | a physical meeting at only one location which will be the | |||
failure of the Board shall be reimbursed to the requisitionist(s) | Principal Meeting Place, and all reasonable expenses incurred | |||
by the Company. | by the requisitionist(s) as a result of the failure of the Board | |||
shall be reimbursed to the requisitionist(s) by the Company. | ||||
- 30 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||||
THE ARTICLES OF ASSOCIATION | ||||||
Currently in force | Proposed to be amended as | |||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |||
59. | (1) | An annual general meeting shall be called by Notice of | 59. | (1) | An annual general meeting shallmust be called by | |
not less than twenty-one (21) clear days and not less than | Notice of not less than twenty-one (21) clear days and | |||||
twenty (20) clear business days and any extraordinary | not less than twenty (20) clear business days and any | |||||
general meeting at which the passing of a special | extraordinary general meeting at which the passing of | |||||
resolution is to be considered shall be called by Notice | a special resolution is to be considered shall be called | |||||
of not less than twenty-one (21) clear days and not less | by Notice of not less than twenty-one (21) clear days | |||||
than ten (10) clear business days. All other extraordinary | and not less than ten (10) clear business days. All other | |||||
general meetings may be called by Notice of not less | general meetings (including an extraordinary general | |||||
than fourteen (14) clear days and not less than ten (10) | meetings) maymust be called by Notice of not less | |||||
business days but a general meeting may be called by | than fourteen (14) clear days and not less than ten (10) | |||||
shorter notice, subject to the Law and/or the rules of the | business days but if permitted by the Listing Rules, a | |||||
Designated Stock Exchange, if it is so agreed: | general meeting may be called by shorter notice, subject | |||||
to the LawAct and/or the rules of the Designated Stock | ||||||
Exchange, if it is so agreed: | ||||||
(a) | in the case of a meeting called as an annual general | (a) | in the case of a meeting called as an annual general | |||
meeting, by all the Members entitled to attend and vote | meeting, by all the Members entitled to attend and vote | |||||
thereat; and | thereat; and | |||||
(b) | in the case of any other meeting, by a majority in number | (b) | in the case of any other meeting, by a majority in number | |||
of the Members having the right to attend and vote at the | of the Members having the right to attend and vote at the | |||||
meeting, being a majority together holding not less than | meeting, being a majority together holdingrepresenting | |||||
ninety-five per cent. (95%) in nominal value of the issued | not less than ninety-five per cent. (95%) in nominal value | |||||
shares giving that right. | of the total voting rights at the meeting of all the issued | |||||
shares giving that rightMembers. | ||||||
(2) | The notice shall specify the time and place of the meeting | (2) | The noticeNotice shall specify (a) the time and placedate | |||
and particulars of resolutions to be considered at the | of the meeting and, (b) save for an electronic meeting, | |||||
meeting and, in case of special business, the general | the place of the meeting and if there is more than one | |||||
nature of the business. The notice convening an annual | meeting location as determined by the Board pursuant | |||||
general meeting shall specify the meeting as such. Notice | to Article 64A, the principal place of the meeting (the | |||||
of every general meeting shall be given to all Members | "Principal Meeting Place"), (c) if the general meeting | |||||
other than to such Members as, under the provisions of | is to be a hybrid meeting or an electronic meeting, | |||||
these Articles or the terms of issue of the shares they hold, | the Notice shall include a statement to that effect and | |||||
are not entitled to receive such notices from the Company, | with details of the electronic facilities for attendance | |||||
to all persons entitled to a share in consequence of the | and participation by electronic means at the meeting | |||||
death or bankruptcy or winding-up of a Member and to | or where such details will be made available by the | |||||
each of the Directors and the Auditors. | Company prior to the meeting, and (d) particulars of | |||||
resolutions to be considered at the meeting and, in case | ||||||
of special business, the general nature of the business. | ||||||
The noticeNotice 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 Articles or the | ||||||
terms of issue of the shares they hold, are not entitled | ||||||
to receive such noticesNotices 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. | ||||||
- 31 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||||
THE ARTICLES OF ASSOCIATION | ||||||
Currently in force | Proposed to be amended as | |||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |||
61. | (1) | … | 61. | (1) | … | |
(d) | appointment of Auditors (where special notice of the | (d) | appointment of Auditors (where special notice of the | |||
intention for such appointment is not required by the Law) | intention for such appointment is not required by the | |||||
and other officers; | LawAct) and other officers; and | |||||
(e) | the fixing of the remuneration of the Auditors, and the | (e) | the fixing of the remuneration of the Auditors, and the | |||
voting of remuneration or extra remuneration to the | voting of remuneration or extra remuneration to the | |||||
Directors; | Directors;. | |||||
(f) | the granting of any mandate or authority to the Directors | (f) | the granting of any mandate or authority to the | |||
to offer, allot, grant options over or otherwise dispose | Directors to offer, allot, grant options over or | |||||
of the unissued shares in the capital of the Company | otherwise dispose of the unissued shares in the capital | |||||
representing not more than 20 per cent. in nominal value | of the Company representing not more than 20 per | |||||
of its existing issued share capital; and | cent. in nominal value of its existing issued share | |||||
capital; and | ||||||
(g) | the granting of any mandate or authority to the Directors | (g) | the granting of any mandate or authority to the | |||
to repurchase securities of the Company. | Directors to repurchase securities of the Company. | |||||
R3 | R3 | |||||
(2) | No business other than the appointment of a chairman of a | (2) | No business other than the appointment of a chairman | |||
meeting shall be transacted at any general meeting unless | of a meeting shall be transacted at any general meeting | |||||
a quorum is present at the commencement of the business. | unless a quorum is present at the commencement of the | |||||
Two (2) Members entitled to vote and present in person or | business. Two (2) Members entitled to vote and present in | |||||
by proxy or (in the case of a Member being a corporation) | person or by proxy or (in the case of a Member being a | |||||
by its duly authorised representative shall form a quorum | corporation) by its duly authorised representativeshall | |||||
for all purposes. | form a quorum for all purposes. | |||||
62. | If within thirty (30) minutes (or such longer time not exceeding | 62. | If within thirty (30) minutes (or such longer time not exceeding | |||
one hour as the chairman of the meeting may determine to | one hour as the chairman of the meeting may determine to | |||||
wait) after the time appointed for the meeting a quorum is | wait) after the time appointed for the meeting a quorum is | |||||
not present, the meeting, if convened on the requisition of | not present, the meeting, if convened on the requisition of | |||||
Members, shall be dissolved. In any other case it shall stand | Members, shall be dissolved. In any other case it shall stand | |||||
adjourned to the same day in the next week at the same | adjourned to the same day in the next week at the same time | |||||
time and place or to such time and place as the Board may | and (where applicable) same place(s) or to such time and | |||||
determine. If at such adjourned meeting a quorum is not | (where applicable) such place(s) and in such form and | |||||
present within half an hour from the time appointed for holding | manner referred to in Articles 57 as the chairman of | |||||
the meeting, the meeting shall be dissolved. | the meeting (or in default, asthe Board) may absolutely | |||||
determine. If at such adjourned meeting a quorum is not | ||||||
present within half an hour from the time appointed for holding | ||||||
the meeting, the meeting shall be dissolved. | ||||||
- 32 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
63. | The chairman of the Company shall preside as chairman at | 63. | The chairman of the Company or if there is more than one | |
every general meeting. If at any meeting the chairman, is not | chairman, any one of them as may be agreed amongst | |||
present within fifteen (15) minutes after the time appointed | themselves or failing such agreement, any one of them | |||
for holding the meeting, or is not willing to act as chairman, | elected by all the Directors present shall preside as chairman | |||
the Directors present shall choose one of their number to act, | at everya general meeting. If at any meeting theno chairman, | |||
or if one Director only is present he shall preside as chairman | is notpresent within fifteen (15) minutes after the time | |||
if willing to act. If no Director is present, or if each of the | appointed for holding the meeting, or is notwilling to act as | |||
Directors present declines to take the chair, or if the chairman | chairman, the deputy chairman of the Company or if there | |||
chosen shall retire from the chair, the Members present in | is more than one deputy chairman, any one of them as may | |||
person or (in the case of a Member being a corporation) by its | be agreed amongst themselves or failing such agreement, | |||
duly authorised representative or by proxy and entitled to vote | any one of them elected by all the Directors present shall | |||
shall elect one of their number to be chairman. | preside as chairman. If no chairman or deputy chairman | |||
is present or is willing to act as chairman of the meeting, | ||||
the Directors present shall choose one of their number to act, | ||||
or if one Director only is present he shall preside as chairman | ||||
if willing to act. If no Director is present, or if each of the | ||||
Directors present declines to take the chair, or if the chairman | ||||
chosen shall retire from the chair, the Members present in | ||||
person or (in the case of a Member being a corporation) by | ||||
its duly authorised representative orby proxy and entitled | ||||
to vote shall elect one of their number to be chairman of the | ||||
meeting. | ||||
64. | The chairman may, with the consent of any meeting at which | 64. | TheSubject to Articles 64C, the chairman may, with the | |
a quorum is present (and shall if so directed by the meeting), | consent of any meeting at which a quorum is present (and | |||
adjourn the meeting from time to time and from place to | shall if so directed by the meeting), adjourn the meeting from | |||
place as the meeting shall determine, but no business shall be | time to time (or indefinitely) and/or from place to place(s) | |||
transacted at any adjourned meeting other than the business | and/or from one form to another (a physical meeting, a | |||
which might lawfully have been transacted at the meeting had | hybrid meeting or an electronic meeting) as the meeting shall | |||
the adjournment not taken place. When a meeting is adjourned | determine, but no business shall be transacted at any adjourned | |||
for fourteen (14) days or more, at least seven (7) clear days' | meeting other than the business which might lawfully have | |||
notice of the adjourned meeting shall be given specifying the | been transacted at the meeting had the adjournment not | |||
time and place of the adjourned meeting but it shall not be | taken place. When a meeting is adjourned for fourteen (14) | |||
necessary to specify in such notice the nature of the business to | days or more, at least seven (7) clear days' noticeNotice of | |||
be transacted at the adjourned meeting and the general nature | the adjourned meeting shall be given specifying the time | |||
of the business to be transacted. Save as aforesaid, it shall be | and place of the adjourned meetingdetails set out in | |||
unnecessary to give notice of an adjournment. | Article 59(2) but it shall not be necessary to specify in such | |||
noticeNotice the nature of the business to be transacted at the | ||||
adjourned meeting and the general nature of the business to be | ||||
transacted. Save as aforesaid, it shall be unnecessary to give | ||||
noticeNotice of an adjournment. | ||||
- 33 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | ||||
THE ARTICLES OF ASSOCIATION | |||||
Currently in force | Proposed to be amended as | ||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | ||
/ | Nil | 64A. | (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 or proxy attending and 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. | |||||
(2) All general meetings are subject to the following and, | |||||
where appropriate, all references to a "Member" or | |||||
"Members" in this sub-paragraph (2) shall include a | |||||
proxy or proxies respectively: | |||||
(a) | 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; | |||||
(b) | Members present in person or by proxy at a | ||||
Meeting Location and/or Members attending | |||||
and 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; | |||||
(c) | 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 | |||||
(d) | if any of the Meeting Locations is not in the same | ||||
jurisdiction as the Principal Meeting Place and/ | |||||
or in the case of a hybrid meeting, the provisions | |||||
of these Articles 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. | |||||
- 34 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
/ | Nil | 64B. | 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. | ||||
- 35 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
/ | Nil | 64C. | If it appears to the chairman of the general meeting that: | |
(a) | the electronic facilities at the Principal Meeting Place | |||
or at such other Meeting Location(s) at which the | ||||
meeting may be attended have become inadequate | ||||
for the purposes referred to in Article 64A(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 | ||||
(b) | in the case of an electronic meeting or a hybrid | |||
meeting, electronic facilities being made available by | ||||
the Company have become inadequate; or | ||||
(c) | it is not possible to ascertain the view of those present | |||
or to give all persons entitled to do so a reasonable | ||||
opportunity to communicate and/or vote at the | ||||
meeting; or | ||||
(d) | there is violence or the threat of violence, unruly | |||
behaviour or other disruption occurring at the meeting | ||||
or it is not possible to secure the proper and orderly | ||||
conduct of the meeting; |
then, without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.
- 36 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
/ | Nil | 64D. | 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 Article 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. | ||||
- 37 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | ||||
THE ARTICLES OF ASSOCIATION | |||||
Currently in force | Proposed to be amended as | ||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | ||
/ | Nil | 64E. | If, after the sending of Notice of a general meeting but | ||
before the meeting is held, or after the adjournment of a | |||||
meeting but before the adjourned meeting is held (whether | |||||
or not Notice of the adjourned meeting is required), the | |||||
Directors, in 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 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 number 8 or higher typhoon | |||||
signal, black rainstorm warning or other similar event is | |||||
in force at any time on the day of the meeting. This Article | |||||
shall be subject to the following: | |||||
(a) | when a meeting is so postponed, the Company shall | ||||
endeavour to post a Notice of such postponement | |||||
on the Company's website as soon as practicable | |||||
(provided that failure to post such a Notice shall not | |||||
affect the automatic postponement of a meeting); | |||||
(b) | 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; | |||||
(c) | when a meeting is postponed or changed in accordance | ||||
with this Article, subject to and without prejudice | |||||
to Article 64, 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 | |||||
Articles not less than 48 hours before the time of the | |||||
postponed meeting; and | |||||
(d) | 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. | |||||
- 38 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
/ | Nil | 64F. | 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 Article 64C, 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. | ||||
/ | Nil | 64G. | Without prejudice to other provisions in Article 64, 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. | ||||
- 39 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||||
THE ARTICLES OF ASSOCIATION | ||||||
Currently in force | Proposed to be amended as | |||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |||
66. | (1) | Subject to any special rights or restrictions as to voting | 66. | (1) | Subject to any special rights or restrictions as to voting | |
for the time being attached to any shares by or in | for the time being attached to any shares by or in | |||||
accordance with these Articles, at any general meeting | accordance with these Articles, at any general meeting | |||||
on a poll every Member present in person or by proxy or, | on a poll every Member present in person or by proxy or, | |||||
in the case of a Member being a corporation, by its duly | in the case of a Member being a corporation, by its | |||||
authorised representative shall have one vote for every | duly authorised representativeshall have one vote for | |||||
fully paid share of which he is the holder but so that | 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 | no amount paid up or credited as paid up on a share in | |||||
advance of calls or instalments is treated for the foregoing | advance of calls or instalments is treated for the foregoing | |||||
purposes as paid up on the share. A resolution put to | purposes as paid up on the share. A resolution put to the | |||||
the vote of a meeting shall be decided by way of poll | vote of a meeting shall be decided by way of a poll save | |||||
save that the chairman of the meeting may in good faith, | that in the case of a physical meeting, the chairman of | |||||
allow a resolution which relates purely to a procedural | the meeting may in good faith, allow a resolution which | |||||
and administrative matter to be voted on a show of hands | relates purely to a procedural andor administrative matter | |||||
in which case every Member present in person or by | to be voted on by a show of hands in which case every | |||||
proxy or, in the case of a Member being a corporation, | Member present in person or by proxy(ies) or, in the | |||||
by its duly authorised representative shall have one vote | case of a Member being a corporation, by its duly | |||||
provided that where more than one proxy is appointed by | authorised representativeshall have one vote provided | |||||
a Member which is a clearing house (or its nominee(s)), | that where more than one proxy is appointed by a Member | |||||
each such proxy shall have one vote on a show of | which is a clearing house (or its nominee(s)), each such | |||||
hands. For the purposes of this Article, procedural and | proxy shall have one vote on a show of hands. For the | |||||
administrative matters are those that (i) are not on the | purposes of this Article, procedural and administrative | |||||
agenda of the general meeting or in any supplementary | matters are those that (i) are not on the agenda of the | |||||
circular that may be issued by the Company to its | general meeting or in any supplementary circular that may | |||||
Members; and (ii) relate to the chairman's duties to | be issued by the Company to its Members; and (ii) relate | |||||
maintain the orderly conduct of the meeting and/or allow | to the chairman's duties to maintain the orderly conduct | |||||
the business of the meeting to be properly and effectively | of the meeting and/or allow the business of the meeting to | |||||
dealt with, whilst allowing all Members a reasonable | be properly and effectively dealt with, whilst allowing all | |||||
opportunity to express their views. | Members a reasonable opportunity to express their views. | |||||
Votes (whether on a show of hands or by way of poll) | ||||||
may be cast by such means, electronic or otherwise, | ||||||
as the Directors or the chairman of the meeting may | ||||||
determine. | ||||||
(2) | Where a show of hands is allowed before or on the | (2) | WhereIn the case of a physical meeting where a show | |||
declaration of the result of the show of hands, a poll may | of hands is allowed before or on the declaration of the | |||||
be demanded: | result of the show of hands, a poll may be demanded: | |||||
(a) | by at least three Members present in person or in the case | (a) | by at least three Members present in person or in the | |||
of a Member being a corporation by its duly authorised | case of a Member being a corporation by its duly | |||||
representative or by proxy for the time being entitled to | authorised representativeor by proxy for the time being | |||||
vote at the meeting; or | entitled to vote at the meeting; or | |||||
(b) | by a Member or Members present in person or in the case | (b) | by a Member or Members present in person or in the | |||
of a Member being a corporation by its duly authorised | case of a Member being a corporation by its duly | |||||
representative or by proxy and representing not less than | authorised representativeor by proxy and representing | |||||
one-tenth of the total voting rights of all Members having | not less than one-tenth of the total voting rights of all | |||||
the right to vote at the meeting; or | Members having the right to vote at the meeting; or | |||||
(c) | by a Member or Members present in person or in the case | (c) | by a Member or Members present in person or in the | |||
of a Member being a corporation by its duly authorised | case of a Member being a corporation by its duly | |||||
representative or by proxy and holding shares in the | authorised representativeor by proxy and holding | |||||
Company conferring a right to vote at the meeting being | shares in the Company conferring a right to vote at the | |||||
shares on which an aggregate sum has been paid up equal | meeting being shares on which an aggregate sum has been | |||||
to not less than one-tenth of the total sum paid up on all | paid up equal to not less than one-tenth of the total sum | |||||
shares conferring that right. | paid up on all shares conferring that right. | |||||
A demand by a person as proxy for a Member or in | A demand by a person as proxy for a Member or in the | |||||
the case of a Member being a corporation by its duly | case of a Member being a corporation by its duly | |||||
authorised representative shall be deemed to be the same | authorised representativeshall be deemed to be the | |||||
as a demand by a Member. | same as a demand by athe Member. | |||||
- 40 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
67. | Where a resolution is voted by a show of hands, a declaration | 67. | Where a resolution is voted on by a show of hands, a | |
by the chairman that a resolution has been carried, or carried | declaration by the chairman that a resolution has been carried, | |||
unanimously, or by a particular majority, or not carried by a | or carried unanimously, or by a particular majority, or not | |||
particular majority, or lost, and an entry to that effect made in | carried by a particular majority, or lost, and an entry to that | |||
the minute book of the Company, shall be conclusive evidence | effect made in the minute book of the Company, shall be | |||
of the facts without proof of the number or proportion of the | conclusive evidence of the facts without proof of the number or | |||
votes recorded for or against the resolution. | proportion of the votes recorded for or against the resolution. | |||
The result of the poll shall be deemed to be the resolution | ||||
of the meeting. The Company shall only be required to | ||||
disclose the voting figures on a poll if such disclosure is | ||||
required by the Listing Rules. | ||||
68. | The result of the poll shall be deemed to be the resolution of | / | removed | |
the meeting. The Company shall only be required to disclose | ||||
the voting figures on a poll if such disclosure is required by the | ||||
rules of the Designated Stock Exchange. | ||||
69. | Intentionally deleted. | / | removed | |
70. | Intentionally deleted. | / | removed | |
73. | All questions submitted to a meeting shall be decided by a | 70. | All questions submitted to a meeting shall be decided by a | |
simple majority of votes except where a greater majority is | simple majority of votes except where a greater majority is | |||
required by these Articles or by the Law. In the case of an | required by these Articles or by the LawAct. In the case of an | |||
equality of votes, whether on a show of hands or on a poll, | equality of votes, whether on a show of hands or on a poll, | |||
the chairman of such meeting shall be entitled to a second or | the chairman of such meeting shall be entitled to a second or | |||
casting vote in addition to any other vote he may have. | casting vote in addition to any other vote he may have. | |||
74. | Where there are joint holders of any share any one of such joint | 71. | Where there are joint holders of any share any one of such | |
holder may vote, either in person or by proxy, in respect of | joint holders may vote, either in person or by proxy, in respect | |||
such share as if he were solely entitled thereto, but if more than | of such share as if he were solely entitled thereto, but if more | |||
one of such joint holders be present at any meeting the vote of | than one of such joint holders be present at any meeting the | |||
the senior who tenders a vote, whether in person or by proxy, | vote of the senior holder who tenders a vote, whether in person | |||
shall be accepted to the exclusion of the votes of the other joint | or by proxy, shall be accepted to the exclusion of the votes | |||
holders, and for this purpose seniority shall be determined by | of the other joint holders, and for this purpose seniority shall | |||
the order in which the names stand in the Register in respect | be determined by the order in which the names stand in the | |||
of the joint holding. Several executors or administrators of a | Register in respect of the joint holding. Several executors or | |||
deceased Member in whose name any share stands shall for the | administrators of a deceased Member in whose name any share | |||
purposes of this Article be deemed joint holders thereof. | stands shall for the purposes of this Article be deemed joint | |||
holders thereof. | ||||
- 41 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||||
THE ARTICLES OF ASSOCIATION | ||||||
Currently in force | Proposed to be amended as | |||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |||
75. | (1) | A Member who is a patient for any purpose relating to | 72. | (1) | A Member who is a patient for any purpose relating to | |
mental health or in respect of whom an order has been | mental health or in respect of whom an order has been | |||||
made by any court having jurisdiction for the protection | made by any court having jurisdiction for the protection | |||||
or management of the affairs of persons incapable of | or management of the affairs of persons incapable of | |||||
managing their own affairs may vote, whether on a | managing their own affairs may vote, whether on a | |||||
show of hands or on a poll, by his receiver, committee, | show of hands or on a poll, by his receiver, committee, | |||||
curator bonis or other person in the nature of a receiver, | curator bonis or other person in the nature of a receiver, | |||||
committee or curator bonis appointed by such court, and | committee or curator bonis appointed by such court, and | |||||
such receiver, committee, curator bonis or other person | such receiver, committee, curator bonis or other person | |||||
may vote on a poll by proxy, and may otherwise act and | may vote on a pollby proxy, and may otherwise act and | |||||
be treated as if he were the registered holder of such | be treated as if he were the registered holder of such | |||||
shares for the purposes of general meetings, provided that | shares for the purposes of general meetings, provided that | |||||
such evidence as the Board may require of the authority | such evidence as the Board may require of the authority | |||||
of the person claiming to vote shall have been deposited | of the person claiming to vote shall have been deposited | |||||
at the Office, head office or Registration Office, as | at the Office, head office or Registration Office, as | |||||
appropriate, not less than forty-eight (48) hours before | appropriate, not less than forty-eight (48) hours before | |||||
the time appointed for holding the meeting, or adjourned | the time appointed for holding the meeting, or adjourned | |||||
meeting or poll, as the case may be. | meeting, or pollpostponed meeting, as the case may be. | |||||
(2) | Any person entitled under Article 53 to be registered as | (2) | Any person entitled under Article 53 to be registered as | |||
the holder of any shares may vote at any general meeting | the holder of any shares may vote at any general meeting | |||||
in respect thereof in the same manner as if he were the | in respect thereof in the same manner as if he were the | |||||
registered holder of such shares, provided that forty- | registered holder of such shares, provided that forty-eight | |||||
eight (48) hours at least before the time of the holding | (48) hours at least before the time of the holding of the | |||||
of the meeting or adjourned meeting, as the case may be, | meeting or adjourned meeting or postponed meeting, as | |||||
at which he proposes to vote, he shall satisfy the Board | the case may be, at which he proposes to vote, he shall | |||||
of his entitlement to such shares, or the Board shall have | satisfy the Board of his entitlement to such shares, or the | |||||
previously admitted his right to vote at such meeting in | Board shall have previously admitted his right to vote at | |||||
respect thereof. | such meeting in respect thereof. | |||||
77. | If: | 74. | If: | |||
(a) | … | (a) | … | |||
(b) | … | (b) | … | |||
(c) | … | (c) | … | |||
the objection or error shall not vitiate the decision of the | the objection or error shall not vitiate the decision of the | |||||
meeting or adjourned meeting on any resolution unless the | meeting or adjourned meeting or postponed meeting | |||||
same is raised or pointed out at the meeting or, as the case | on any resolution unless the same is raised or pointed | |||||
may be, the adjourned meeting at which the vote objected | out at the meeting or, as the case may be, the adjourned | |||||
to is given or tendered or at which the error occurs. Any | meeting or postponed meeting at which the vote objected | |||||
objection or error shall be referred to the chairman of | to is given or tendered or at which the error occurs. Any | |||||
the meeting and shall only vitiate the decision of the | objection or error shall be referred to the chairman of | |||||
meeting on any resolution if the chairman decides that the | the meeting and shall only vitiate the decision of the | |||||
same may have affected the decision of the meeting. The | meeting on any resolution if the chairman decides that the | |||||
decision of the chairman on such matters shall be final | same may have affected the decision of the meeting. The | |||||
and conclusive. | decision of the chairman on such matters shall be final | |||||
and conclusive. | ||||||
- 42 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
80. | The instrument appointing a proxy and (if required by the | 77. | (1) The Company may, at its absolute discretion, provide | |
Board) the power of attorney or other authority (if any) | an electronic address for the receipt of any document | |||
under which it is signed, or a certified copy of such power or | or information relating to proxies for a general | |||
authority, shall be delivered to such place or one of such places | meeting (including any instrument of proxy or | |||
(if any) as may be specified for that purpose in or by way of | invitation to appoint a proxy, any document necessary | |||
note to or in any document accompanying the notice convening | to show the validity of, or otherwise relating to, | |||
the meeting (or, if no place is so specified at the Registration | an appointment of proxy (whether or not required | |||
Office or the Office, as may be appropriate) not less than forty- | under these Articles) and notice of termination of the | |||
eight (48) hours before the time appointed for holding the | authority of a proxy). If such an electronic address is | |||
meeting or adjourned meeting at which the person named in the | provided, the Company shall be deemed to have agreed | |||
instrument proposes to vote. No instrument appointing a proxy | that any such document or information (relating | |||
shall be valid after the expiration of twelve (12) months from | to proxies as aforesaid) may be sent by electronic | |||
the date named in it as the date of its execution, except at an | means to that address, subject as hereafter provided | |||
adjourned meeting in cases where the meeting was originally | and subject to any other limitations or conditions | |||
held within twelve (12) months from such date. Delivery of | specified by the Company when providing the address. | |||
an instrument appointing a proxy shall not preclude a Member | Without limitation, the Company may from time to | |||
from attending and voting in person at the meeting convened | time determine that any such electronic address may | |||
and in such event, the instrument appointing a proxy shall be | be used generally for such matters or specifically | |||
deemed to be revoked. | for particular meetings or purposes and, if so, the | |||
Company may provide different electronic addresses | ||||
for different purposes. The Company may also impose | ||||
any conditions on the transmission of and its receipt | ||||
of 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 Article is sent | ||||
to the Company by electronic means, such document | ||||
or information is not treated as validly delivered to or | ||||
deposited with the Company if the same is not received | ||||
by the Company at its designated electronic address | ||||
provided in accordance with this Article or if no | ||||
electronic address is so designated by the Company for | ||||
the receipt of such document or information. | ||||
(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 certified copy of such power | ||||
or authority, shall be delivered to such place or one of | ||||
such places (if any) as may be specified for that purpose | ||||
in or by way of note to or in any document accompanying | ||||
the noticeNotice convening the meeting (or, if no place | ||||
is so specified at the Registration Office or the Office, as | ||||
may be appropriate), or if the Company has provided | ||||
an electronic address in accordance with the preceding | ||||
paragraph, shall be received at the electronic address | ||||
specified, not less than forty-eight (48) hours before | ||||
the time appointed for holding the meeting or adjourned | ||||
meeting or postponed meeting at which the person | ||||
named in the instrument proposes to vote. No instrument | ||||
appointing a proxy shall be valid after the expiration | ||||
of twelve (12) months from the date named in it as the | ||||
date of its execution, except at an adjourned meeting | ||||
or postponed meeting in cases where 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. | ||||
- 43 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
81. | Instruments of proxy shall be in any common form or in such | 78. | Instruments of proxy shall be in any common form or in such | |
other form as the Board may approve (provided that this shall | other form as the Board may approve (provided that this shall | |||
not preclude the use of the two-way form) and the Board may, | not preclude the use of the two-way form) and the Board | |||
if it thinks fit, send out with the notice of any meeting forms | may, if it thinks fit, send out with the noticeNotice of any | |||
of instrument of proxy for use at the meeting. The instrument | meeting forms of instrument of proxy for use at the meeting. | |||
of proxy shall be deemed to confer authority to vote on any | The instrument of proxy shall be deemed to confer authority | |||
amendment of a resolution put to the meeting for which it is | to vote on any amendment of a resolution put to the meeting | |||
given as the proxy thinks fit. The instrument of proxy shall, | for which it is given as the proxy thinks fit. The instrument | |||
unless the contrary is stated therein, be valid as well for any | of proxy shall, unless the contrary is stated therein, be valid | |||
adjournment of the meeting as for the meeting to which it | as well for any adjournment of the meeting as for the meeting | |||
relates. | 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 Articles has not been | ||||
received in accordance with the requirements of these | ||||
Articles. Subject to aforesaid, if the proxy appointment | ||||
and any of the information required under these Articles | ||||
is not received in the manner set out in these Articles, the | ||||
appointee shall not be entitled to vote in respect of the | ||||
shares in question. | ||||
82. | A vote given in accordance with the terms of an instrument | 79. | A vote given in accordance with the terms of an instrument | |
of proxy shall be valid notwithstanding the previous death | of proxy shall be valid notwithstanding the previous death | |||
or insanity of the principal, or revocation of the instrument | or insanity of the principal, or revocation of the instrument | |||
of proxy or of the authority under which it was executed, | of proxy or of the authority under which it was executed, | |||
provided that no intimation in writing of such death, insanity | provided that no intimation in writing of such death, insanity | |||
or revocation shall have been received by the Company at the | or revocation shall have been received by the Company at the | |||
Office or the Registration Office (or such other place as may be | Office or the Registration Office (or such other place as may | |||
specified for the delivery of instruments of proxy in the notice | be specified for the delivery of instruments of proxy in the | |||
convening the meeting or other document sent therewith) two | noticeNotice convening the meeting or other document sent | |||
(2) hours at least before the commencement of the meeting | therewith) two (2) hours at least before the commencement | |||
or adjourned meeting, or the taking of the poll, at which the | of the meeting or adjourned meeting or postponed meeting, | |||
instrument of proxy is used. | or the taking of the poll,at which the instrument of proxy is | |||
used. | ||||
85. | A resolution in writing signed (in such manner as to indicate, | 82. | A resolution in writing signed (in such manner as to indicate, | |
expressly or impliedly, unconditional approval) by or on | expressly or impliedly, unconditional approval) by or on | |||
behalf of all persons for the time being entitled to receive | behalf of all persons for the time being entitled to receive | |||
notice of and to attend and vote at general meetings of the | noticeNotice of and to attend and vote at general meetings | |||
Company shall, for the purposes of these Articles, be treated as | of the Company shall, for the purposes of these Articles, be | |||
a resolution duly passed at a general meeting of the Company | treated as a resolution duly passed at a general meeting of | |||
and, where relevant, as a special resolution so passed. Any such | the Company and, where relevant, as a special resolution so | |||
resolution shall be deemed to have been passed at a meeting | passed. Any such resolution shall be deemed to have been | |||
held on the date on which it was signed by the last Member to | passed at a meeting held on the date on which it was signed | |||
sign, and where the resolution states a date as being the date | by the last Member to sign, and where the resolution states a | |||
of his signature thereof by any Member the statement shall be | date as being the date of his signature thereof by any Member | |||
prima facie evidence that it was signed by him on that date. | the statement shall be prima facie evidence that it was signed | |||
Such a resolution may consist of several documents in the like | by him on that date. Such a resolution may consist of several | |||
form, each signed by one or more relevant Members. | documents in the like form, each signed by one or more | |||
relevant Members. | ||||
- 44 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
86. | (1) Unless otherwise determined by the Company in general | 83. | (1) Unless otherwise determined by the Company in general | |
meeting, the number of Directors shall not be less than | meeting, the number of Directors shall not be less than | |||
two (2). There shall be no maximum number of Directors | two (2). There shall be no maximum number of Directors | |||
unless otherwise determined from time to time by the | unless otherwise determined from time to time by the | |||
Members in general meeting. The Directors shall be | Members in general meeting. The Directors shall be | |||
elected or appointed in the first place by the subscribers to | elected or appointed in the first place by the subscribers to | |||
the Memorandum of Association or by a majority of them | the Memorandum of Association or by a majority of them | |||
and thereafter in accordance with Article 87 and shall | and thereafter in accordance with Article 8784 called for | |||
hold office until their successors are elected or appointed. | such purpose and who shall hold office for such terms | |||
as the Members may determine or, in the absence of | ||||
such determination, in accordance with Article 84 or | ||||
until their successors are elected or appointed or their | ||||
office is otherwise vacated. | ||||
… | … | |||
(4) Neither a Director nor an alternate Director shall be | (4) Neither a Director nor an alternate Director shall be | |||
required to hold any shares of the Company by way of | required to hold any shares of the Company by way of | |||
qualification and a Director or alternate Director (as the | qualification and a Director or alternate Director (as the | |||
case may be) who is not a Member shall be entitled to | case may be) who is not a Member shall be entitled to | |||
receive notice of and to attend and speak at any general | receive noticeNotice of and to attend and speak at any | |||
meeting of the Company and of all classes of shares of the | general meeting of the Company and of all classes of | |||
Company. | shares of the Company. | |||
… | … | |||
(6) A vacancy on the Board created by the removal of a | (6) A vacancy on the Board created by the removal of a | |||
Director under the provisions of subparagraph (5) above | Director under the provisions of subparagraph (5) above | |||
may be filled by the election or appointment by ordinary | may be filled by the election or appointment by ordinary | |||
resolution the Members at the meeting at which such | resolution of the Members at the meeting at which such | |||
Director is removed. | Director is removed. | |||
… | … | |||
- 45 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
87. | … | 84. | … | |
(2) A retiring Director shall be eligible for re-election and | (2) A retiring Director shall be eligible for re-election and | |||
shall continue to act as a Director throughout the meeting | shall continue to act as a Director throughout the meeting | |||
at which he retires. The Directors to retire by rotation | at which he retires. The Directors to retire by rotation | |||
shall include (so far as necessary to ascertain the number | shall include (so far as necessary to ascertain the number | |||
of directors to retire by rotation) any Director who | of directors to retire by rotation) any Director who | |||
wishes to retire and not to offer himself for re-election. | wishes to retire and not to offer himself for re-election. | |||
Any further Directors so to retire shall be those of the | Any further Directors so to retire shall be those of the | |||
other Directors subject to retirement by rotation who | other Directors subject to retirement by rotation who | |||
have been longest in office since their last re-election | have been longest in office since their last re-election | |||
or appointment and so that as between persons who | or appointment and so that as between persons who | |||
became or were last re-elected Directors on the same day | became or were last re-elected Directors on the same | |||
those to retire shall (unless they otherwise agree among | day those to retire shall (unless they otherwise agree | |||
themselves) be determined by lot. Any Director appointed | among themselves) be determined by lot. Any Director | |||
by the Board pursuant to Article 86(3) shall not be taken | appointed by the Board pursuant to Article 8683(3) shall | |||
into account in determining which particular Directors or | not be taken into account in determining which particular | |||
the number of Directors who are to retire by rotation. | Directors or the number of Directors who are to retire by | |||
rotation. | ||||
88. | No person other than a Director retiring at the meeting shall, | 85. | No person other than a Director retiring at the meeting shall, | |
unless recommended by the Directors for election, be eligible | unless recommended by the Directors for election, be eligible | |||
for election as a Director at any general meeting unless a | for election as a Director at any general meeting unless a | |||
Notice signed by a Member (other than the person to be | Notice signed by a Member (other than the person to be | |||
proposed) duly qualified to attend and vote at the meeting for | proposed) duly qualified to attend and vote at the meeting for | |||
which such notice is given of his intention to propose such | which such notice is given of his intention to propose such | |||
person for election and also a Notice signed by the person to | person for election and also a Notice signed by the person to | |||
be proposed of his willingness to be elected shall have been | be proposed of his willingness to be elected shall have been | |||
lodged at the head office or at the Registration Office provided | lodged at the head office or at the Registration Office provided | |||
that the minimum length of the period, during which such | that the minimum length of the period, during which such | |||
Notice(s) are given, shall be at least seven (7) days and that | Notice(s) are given, shall be at least seven (7) days and that (if | |||
(if the Notices are submitted after the dispatch of the notice of | the Notices are submitted after the dispatchdespatch of the | |||
the general meeting appointed for such election) the period for | notice of the general meeting appointed for such election) the | |||
lodgment of such Notice(s) shall commence on the day after | period for lodgment of such Notice(s) shall commence on the | |||
the dispatch of the notice of the general meeting appointed for | day after the dispatchdespatch of the notice of the general | |||
such election and end no later than seven (7) days prior to the | meeting appointed for such election and end no later than seven | |||
date of such general meeting. | (7) days prior to the date of such general meeting. | |||
91. | Notwithstanding Articles 96, 97, 98 and 99, an executive | 88. | Notwithstanding Articles 9693, 9794, 9895 and 9996, an | |
director appointed to an office under Article 90 hereof | executive director appointed to an office under Article 9087 | |||
shall receive such remuneration (whether by way of salary, | hereof shall receive such remuneration (whether by way of | |||
commission, participation in profits or otherwise or by all | salary, commission, participation in profits or otherwise or by | |||
or any of those modes) and such other benefits (including | all or any of those modes) and such other benefits (including | |||
pension and/or gratuity and/or other benefits on retirement) and | pension and/or gratuity and/or other benefits on retirement) and | |||
allowances as the Board may from time to time determine, and | allowances as the Board may from time to time determine, and | |||
either in addition to or in lieu of his remuneration as a Director. | either in addition to or in lieu of his remuneration as a Director. | |||
- 46 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
101. | Subject to the Law and to these Articles, no Director or | 98. | Subject to the LawAct and to these Articles, no Director or | |
proposed or intending Director shall be disqualified by his | proposed or intending Director shall be disqualified by his | |||
office from contracting with the Company, either with regard | office from contracting with the Company, either with regard | |||
to his tenure of any office or place of profit or as vendor, | to his tenure of any office or place of profit or as vendor, | |||
purchaser or in any other manner whatever, nor shall any | purchaser or in any other manner whateverwhatsoever, nor | |||
such contract or any other contract or arrangement in which | shall any such contract or any other contract or arrangement | |||
any Director is in any way interested be liable to be avoided, | in which any Director is in any way interested be liable to | |||
nor shall any Director so contracting or being so interested | be avoided, nor shall any Director so contracting or being so | |||
be liable to account to the Company or the Members for any | interested be liable to account to the Company or the Members | |||
remuneration, profit or other benefits realised by any such | for any remuneration, profit or other benefits realised by | |||
contract or arrangement by reason of such Director holding | any such contract or arrangement by reason of such Director | |||
that office or of the fiduciary relationship thereby established | holding that office or of the fiduciary relationship thereby | |||
provided that such Director shall disclose the nature of his | established provided that such Director shall disclose the | |||
interest in any contract or arrangement in which he is interested | nature of his interest in any contract or arrangement in which | |||
in accordance with Article 102 herein. | he is interested in accordance with Article 10299 herein. | |||
- 47 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||||
THE ARTICLES OF ASSOCIATION | ||||||
Currently in force | Proposed to be amended as | |||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |||
103. | (1) | A Director shall not vote (nor be counted in the quorum) on any | 100. | (1) | A Director shall not vote (nor be counted in the quorum) on any | |
resolution of the Board approving any contract or arrangement | resolution of the Board approving any contract or arrangement or | |||||
or any other proposal in which he or any of his associates is | any other proposal in which he or any of his close associates is | |||||
materially interested, but this prohibition shall not apply to any of | materially interested, but this prohibition shall not apply to any of | |||||
the following matters namely: | the following matters namely: | |||||
(i) | any contract or arrangement for the giving to such Director or his | (i)(a) | any contract or arrangement for the giving to such Director or | |||
associate(s) any security or indemnity in respect of money lent by | his close associate(s) any security or indemnity in respect of | |||||
him or any of his associates or obligations incurred or undertaken | money lent by him or any of his associatesclose associate(s) | |||||
by him or any of his associates at the request of or for the benefit | or obligations incurred or undertaken by him or any of his | |||||
of the Company or any of its subsidiaries; | associatesclose associate(s) at the request of or for the benefit of | |||||
the Company or any of its subsidiaries; | ||||||
(ii) | any contract or arrangement for the giving of any security or | (ii)(b) any contract or arrangement for the giving of any security or | ||||
indemnity to a third party in respect of a debt or obligation of | indemnity to a third party in respect of a debt or obligation of the | |||||
the Company or any of its subsidiaries for which the Director or | Company or any of its subsidiaries for which the Director or his | |||||
his associate(s) has himself/themselves assumed responsibility | close associate(s) has himself/themselves assumed responsibility | |||||
in whole or in part whether alone or jointly under a guarantee or | in whole or in part whether alone or jointly under a guarantee or | |||||
indemnity or by the giving of security; | indemnity or by the giving of security; | |||||
(iii) | any contract or arrangement concerning an offer of shares or | (iii)(c)any contract or arrangement concerning an offer of shares or | ||||
debentures or other securities of or by the Company or any other | debentures or other securities of or by the Company or any other | |||||
company which the Company may promote or be interested in for | company which the Company may promote or be interested in | |||||
subscription or purchase, where the Director or his associate(s) is/ | for subscription or purchase, where the Director or his close | |||||
are or is/are to be interested as a participant in the underwriting or | associate(s) is/are or is/are to be interested as a participant in the | |||||
sub-underwriting of the offer; | underwriting or sub-underwriting of the offer; | |||||
(iv) | any contract or arrangement in which the Director or his | (iv)(d)any contract or arrangement in which the Director or his close | ||||
associate(s) is/are interested in the same manner as other holders | associate(s) is/are interested in the same manner as other holders | |||||
of shares or debentures or other securities of the Company by | of shares or debentures or other securities of the Company by | |||||
virtue only of his/their interest in shares or debentures or other | virtue only of his/their interest in shares or debentures or other | |||||
securities of the Company; | securities of the Company; | |||||
(v) | Intentionally deleted; or | (v) | Intentionally deleted;or | |||
(vi) | any proposal or arrangement concerning the adoption, | (vi)(e) any proposal or arrangement concerning the adoption, | ||||
modification or operation of a share option scheme, a pension | modification or operation of a share option scheme, a pension | |||||
fund or retirement, death or disability benefits scheme or other | fund or retirement, death or disability benefits scheme or | |||||
arrangement which relates both to Directors, his associates and | other arrangement which relates both to Directors,or his | |||||
employees of the Company or of any of its subsidiaries and does | associatesclose associate(s) and to employees of the Company | |||||
not provide in respect of any Director, or his associate(s), as such | or of any of its subsidiaries and does not provide in respect of | |||||
any privilege or advantage not accorded generally to the class of | any Director, or his close associate(s), as such any privilege or | |||||
persons to which such scheme or fund relates. | advantage not accorded generally to the class of persons to which | |||||
(2) | Intentionally deleted. | such scheme or fund relates. | ||||
(2) | Intentionally deleted. | |||||
(3) | Intentionally deleted. | |||||
(3) | Intentionally deleted. | |||||
(4) | If any question shall arise at any meeting of the Board as to the | |||||
(4)(2) | ||||||
materiality of the interest of a Director (other than the chairman | If any question shall arise at any meeting of the Board as to the | |||||
of the meeting) or as to the entitlement of any Director (other | materiality of the interest of a Director (other than the chairman | |||||
than such chairman) to vote and such question is not resolved | of the meeting) or as to the entitlement of any Director (other | |||||
by his voluntarily agreeing to abstain from voting, such question | than such chairman) to vote and such question is not resolved | |||||
shall be referred to the chairman of the meeting and his ruling in | by his voluntarily agreeing to abstain from voting, such question | |||||
relation to such other Director shall be final and conclusive except | shall be referred to the chairman of the meeting and his ruling in | |||||
in a case where the nature or extent of the interest of the Director | relation to such other Director shall be final and conclusive except | |||||
concerned as known to such Director has not been fairly disclosed | in a case where the nature or extent of the interest of the Director | |||||
to the Board. If any question as aforesaid shall arise in respect of | concerned as known to such Director has not been fairly disclosed | |||||
the chairman of the meeting such question shall be decided by a | to the Board. If any question as aforesaid shall arise in respect of | |||||
resolution of the Board (for which purpose such chairman shall | the chairman of the meeting such question shall be decided by a | |||||
not vote thereon) and such resolution shall be final and conclusive | resolution of the Board (for which purpose such chairman shall | |||||
except in a case where the nature or extent of the interest of such | not vote thereon) and such resolution shall be final and conclusive | |||||
chairman as known to such chairman has not been fairly disclosed | except in a case where the nature or extent of the interest of such | |||||
to the Board. | chairman as known to such chairman has not been fairly disclosed | |||||
to the Board. | ||||||
- 48 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||||||
THE ARTICLES OF ASSOCIATION | ||||||||
Currently in force | Proposed to be amended as | |||||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |||||
104. | … | 101. | … | |||||
(3) | Without prejudice to the general powers conferred by | (3) | Without prejudice to the general powers conferred by | |||||
these Articles it is hereby expressly declared that the | these Articles it is hereby expressly declared that the | |||||||
Board shall have the following powers: | Board shall have the following powers: | |||||||
(a) | To give to any person the right or option of requiring at a | (a) | Toto give to any person the right or option of requiring at | |||||
future date that an allotment shall be made to him of any | a future date that an allotment shall be made to him of any | |||||||
share at par or at such premium as may be agreed. | share at par or at such premium as may be agreed.; | |||||||
(b) | To give to any Directors, officers or servants of the | (b) | Toto give to any Directors, officers or servants of | |||||
Company an interest in any particular business or | the Company an interest in any particular business or | |||||||
transaction or participation in the profits thereof or in the | transaction or participation in the profits thereof or in the | |||||||
general profits of the Company either in addition to or in | general profits of the Company either in addition to or in | |||||||
substitution for a salary or other remuneration. | substitution for a salary or other remuneration. | . | ; and | |||||
(c) | To resolve that the Company be deregistered in the | (c) | Toto resolve that the Company be deregistered in the | |||||
Cayman Islands and continued in a named jurisdiction | Cayman Islands and continued in a named jurisdiction | |||||||
outside the Cayman Islands subject to the provisions of | outside the Cayman Islands subject to the provisions of | |||||||
the Law. | the LawAct. | |||||||
(4) | Except as would, if the Company were a company | (4) | The Company shall not make any loan, directly or | |||||
incorporated in Hong Kong, be permitted by Section | indirectly, to a Director or his close associate(s) if and | |||||||
157H of the Companies Ordinance (Chapter 32 of the | to the extent it would be prohibited by the Companies | |||||||
Laws of Hong Kong) as in force at the date of adoption of | Ordinance (Chapter 622 of the laws of Hong Kong) | |||||||
these Articles, and except as permitted under the Law, the | as if the Company were a company incorporated in | |||||||
Company shall not directly or indirectly: | Hong Kong.Except as would, if the Company were a | |||||||
company incorporated in Hong Kong, be permitted by | ||||||||
Section 157H of the Companies Ordinance (Chapter | ||||||||
32 of the Laws of Hong Kong) as in force at the date | ||||||||
of adoption of these Articles, and except as permitted | ||||||||
under the Law, the Company shall not directly or | ||||||||
indirectly: | ||||||||
(i) | make a loan to a Director or a director of any holding | (i) | make a loan to a Director or a director of any holding | |||||
company of the Company or to any of their respective | company of the Company or to any of their respective | |||||||
associates (as defined by the rules, where applicable, of | associates (as defined by the rules, where applicable, of | |||||||
the Designated Stock Exchange); | the Designated Stock Exchange); | |||||||
(ii) | enter into any guarantee or provide any security in | (ii) | enter into any guarantee or provide any security | |||||
connection with a loan made by any person to a Director | in connection with a loan made by any person to a | |||||||
or such a director; or | Director or such a director; or | |||||||
(iii) | if any one or more of the Directors hold (jointly or | (iii) | if any one or more of the Directors hold (jointly | |||||
severally or directly or indirectly) a controlling interest | or severally or directly or indirectly) a controlling | |||||||
in another company, make a loan to that other company | interest in another company, make a loan to that other | |||||||
or enter into any guarantee or provide any security in | company or enter into any guarantee or provide any | |||||||
connection with a loan made by any person to that other | security in connection with a loan made by any person | |||||||
company. | to that other company. | |||||||
Article 104(4) shall only have effect for so long as the shares | Article 104101(4) shall only have effect for so long as the | |||||||
of the Company are listed on The Stock Exchange of Hong | shares of the Company are listed on The Stock Exchange of | |||||||
Kong Limited. | Hong Kong Limited. | |||||||
- 49 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
114. | The Board may meet for the despatch of business, adjourn and | 111. | The Board may meet for the despatch of business, adjourn or | |
otherwise regulate its meetings as it considers appropriate. | postpone and otherwise regulate its meetings as it considers | |||
Questions arising at any meeting shall be determined by a | appropriate. Questions arising at any meeting shall be | |||
majority of votes. In the case of any equality of votes the | determined by a majority of votes. In the case of any equality | |||
chairman of the meeting shall have an additional or casting | of votes the chairman of the meeting shall have an additional or | |||
vote. | casting vote. | |||
115. | A meeting of the Board may be convened by the Secretary on | 112. | A meeting of the Board may be convened by the Secretary on | |
request of a Director or by any Director. The Secretary shall | request of a Director or by any Director. The Secretary shall | |||
convene a meeting of the Board of which notice may be given | convene a meeting of the Board of which notice maywhenever | |||
in writing or by telephone or in such other manner as the Board | he shall be required so to do by any Director. Notice of a | |||
may from time to time determine whenever he shall be required | meeting of the Board shall be deemed to be duly given to a | |||
so to do by the president or chairman, as the case may be, or | Director if it is given to such Director in writing or verbally | |||
any Director. | (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 by telephone or in such | ||||
other manner as the Board may from time to time determine | ||||
whenever he shall be required so to do by the president or | ||||
chairman, as the case may be, or any Director. | ||||
116. | … | 113. | … | |
(2) Directors may participate in any meeting of the Board by | (2) Directors may participate in any meeting of the Board | |||
means of a conference telephone or other communications | by means of a conference telephone, electronic or other | |||
equipment through which all persons participating in the | communications equipment through which all persons | |||
meeting can communicate with each other simultaneously | participating in the meeting can communicate with each | |||
and instantaneously and, for the purpose of counting a | other simultaneously and instantaneously and, for the | |||
quorum, such participation shall constitute presence at a | purpose of counting a quorum, such participation shall | |||
meeting as if those participating were present in person. | constitute presence at a meeting as if those participating | |||
were present in person. | ||||
… | … | |||
118. | The Board may elect a chairman and one or more deputy | 115. | The Board may elect aone or more chairman and one or more | |
chairman of its meetings and determine the period for which | deputy chairman of its meetings and determine the period for | |||
they are respectively to hold such office. If no chairman or | which they are respectively to hold such office. If no chairman | |||
deputy chairman is elected, or if at any meeting neither the | or deputy chairman is elected, or if at any meeting neither | |||
chairman nor any deputy chairman is present within five | theno chairman nor anyor deputy chairman is present within | |||
(5) minutes after the time appointed for holding the same, | five (5) minutes after the time appointed for holding the same, | |||
the Directors present may choose one of their number to be | the Directors present may choose one of their number to be | |||
chairman of the meeting. | chairman of the meeting. | |||
- 50 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
122. | A resolution in writing signed by all the Directors except such | 119. | A resolution in writing signed by all the Directors except such | |
as are temporarily unable to act through ill-health or disability, | as are temporarily unable to act through ill-health or disability, | |||
and all the alternate Directors, if appropriate, whose appointors | and all the alternate Directors, if appropriate, whose appointors | |||
are temporarily unable to act as aforesaid shall (provided that | are temporarily unable to act as aforesaid shall (provided that | |||
such number is sufficient to constitute a quorum and further | such number is sufficient to constitute a quorum and further | |||
provided that a copy of such resolution has been given or the | provided that a copy of such resolution has been given or the | |||
contents thereof communicated to all the Directors for the | contents thereof communicated to all the Directors for the | |||
time being entitled to receive notices of Board meetings in the | time being entitled to receive notices of Board meetings in the | |||
same manner as notices of meetings are required to be given | same manner as notices of meetings are required to be given | |||
by these Articles) be as valid and effectual as if a resolution | by these Articles) be as valid and effectual as if a resolution | |||
had been passed at a meeting of the Board duly convened and | had been passed at a meeting of the Board duly convened and | |||
held. Such resolution may be contained in one document or | held. A notification of consent to such resolution given by | |||
in several documents in like form each signed by one or more | a Director in writing to the Board by any means (including | |||
of the Directors or alternate Directors and for this purpose a | by means of electronic communication) shall be deemed to | |||
facsimile signature of a Director or an alternate Director shall | be his/her signature to such resolution in writing for the | |||
be treated as valid. Notwithstanding the foregoing, a resolution | purpose of this Article. Such resolution may be contained | |||
in writing shall not be passed in lieu of a meeting of the Board | in one document or in several documents in like form each | |||
for the purposes of considering any matter or business in which | signed by one or more of the Directors or alternate Directors | |||
a substantial shareholder of the Company or a Director has | and for this purpose a facsimile signature of a Director or an | |||
a conflict of interest and the Board has determined that such | alternate Director shall be treated as valid. Notwithstanding the | |||
conflict of interest to be material. | 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. | ||||
127. | (1) The officers of the Company shall consist of a chairman, | 124. | (1) The officers of the Company shall consist of aat least one | |
the Directors and Secretary and such additional officers | chairman, the Directors and Secretary and such additional | |||
(who may or may not be Directors) as the Board may | officers (who may or may not be Directors) as the Board | |||
from time to time determine, all of whom shall be deemed | may from time to time determine, all of whom shall be | |||
to be officers for the purposes of the Law and these | deemed to be officers for the purposes of the LawAct and | |||
Articles. | these Articles. | |||
(2) The Directors shall, as soon as may be after each | (2) The Directors shall, as soon as may be after each | |||
appointment or election of Directors, elect amongst the | appointment or election of Directors, elect amongst the | |||
Directors a chairman and if more than one (1) Director is | Directors a chairman and if more than one (1) Director is | |||
proposed for this office, the election to such office shall | proposed for this office, the election to such office shall | |||
take place in such manner as the Directors may determine. | take placeDirectors may elect more than one chairman | |||
in such manner as the Directors may determine. | ||||
… | … | |||
- 51 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
133. | (1) The Company shall have one or more Seals, as the Board | 130. | (1) The Company shall have one or more Seals, as the Board | |
may determine. For the purpose of sealing documents | may determine. For the purpose of sealing documents | |||
creating or evidencing securities issued by the Company, | creating or evidencing securities issued by the Company, | |||
the Company may have a securities seal which is a | the Company may have a securities seal which is a | |||
facsimile of the Seal of the Company with the addition | facsimile of the Seal of the Company with the addition | |||
of the word "Securities" on its face or in such other form | of the word "Securities" on its face or in such other form | |||
as the Board may approve. The Securities Seal shall be | as the Board may approve. The Securities Seal shall be | |||
imprinted on securities issued by the Company. The Board | imprinted on securities issued by the Company.The | |||
shall provide for the custody of each Seal and no Seal | Board shall provide for the custody of each Seal and no | |||
shall be used without the authority of the Board or of a | Seal shall be used without the authority of the Board or | |||
committee of the Board authorised by the Board in that | of a committee of the Board authorised by the Board | |||
behalf. Subject as otherwise provided in these Articles, | in that behalf. Subject as otherwise provided in these | |||
any instrument to which a Seal is affixed shall be signed | Articles, any instrument to which a Seal is affixed shall be | |||
autographically by one Director and the Secretary or | signed autographically by one Director and the Secretary | |||
by two Directors or by such other person (including a | or by two Directors or by such other person (including | |||
Director) or persons as the Board may appoint, either | a Director) or persons as the Board may appoint, either | |||
generally or in any particular case, save that as regards | generally or in any particular case, save that as regards | |||
any certificates for shares or debentures or other securities | any certificates for shares or debentures or other securities | |||
of the Company the Board may by resolution determine | of the Company the Board may by resolution determine | |||
that such signatures or either of them shall be dispensed | that such signatures or either of them shall be dispensed | |||
with or affixed by some method or system of mechanical | with or affixed by some method or system of mechanical | |||
signature. Every instrument executed in manner provided | signature. Every instrument executed in manner provided | |||
by this Article shall be deemed to be sealed and executed | by this Article shall be deemed to be sealed and executed | |||
with the authority of the Board previously given. | with the authority of the Board previously given. | |||
… | … | |||
135. | (1) … | 132. | (1) … | |
(b) any dividend mandate or any variation or cancellation | (b) any dividend mandate or any variation or cancellation | |||
thereof or any notification of change of name or address | thereof or any notification of change of name or address | |||
at any time after the expiry of two (2) years from the date | at any time after the expiry of two (2) years from the date | |||
such mandate variation cancellation or notification was | such mandate, variation, cancellation or notification was | |||
recorded by the Company; | recorded by the Company; | |||
… | … | |||
- 52 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||||
THE ARTICLES OF ASSOCIATION | ||||||
Currently in force | Proposed to be amended as | |||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |||
145. | (1) | … | 142. | (1) | … | |
(a) | … | (a) | … | |||
(iv) | the dividend (or that part of the dividend to be satisfied by the | (iv) | 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 | allotment of shares as aforesaid) shall not be payable in cash on | |||||
shares in respect whereof the cash election has not been duly | shares in respect whereof the cash election has not been duly | |||||
exercised ("the non-elected shares") and in satisfaction thereof | exercised ("the non-elected shares") and in satisfaction thereof | |||||
shares of the relevant class shall be allotted credited as fully | shares of the relevant class shall be allotted credited as fully | |||||
paid up to the holders of the non-elected shares on the basis of | paid up to the holders of the non-elected shares on the basis of | |||||
allotment determined as aforesaid and for such purpose the Board | allotment determined as aforesaid and for such purpose the Board | |||||
shall capitalise and apply out of any part of the undivided profits | shall capitalise and apply out of any part of the undivided profits | |||||
of the Company (including profits carried and standing to the | of the Company (including profits carried and standing to the | |||||
credit of any reserves or other special account, share premium | credit of any reserves or other special account, share premium | |||||
account, capital redemption reserve other than the Subscription | account, capital redemption reserve other than the Subscription | |||||
Rights Reserve) as the Board may determine, such sum as may be | Rights Reserve (as defined below)) as the Board may determine, | |||||
required to pay up in full the appropriate number of shares of the | such sum as may be required to pay up in full the appropriate | |||||
relevant class for allotment and distribution to and amongst the | number of shares of the relevant class for allotment and | |||||
holders of the non-elected shares on such basis; or | distribution to and amongst the holders of the non-elected shares | |||||
on such basis; or | ||||||
… | … | |||||
(b) | … | (b) | … | |||
(iv) | the dividend (or that part of the dividend in respect of which a | (iv) | the dividend (or that part of the dividend in respect of which a | |||
right of election has been accorded) shall not be payable in cash | right of election has been accorded) shall not be payable in cash | |||||
on shares in respect whereof the share election has been duly | on shares in respect whereof the share election has been duly | |||||
exercised ("the elected shares") and in lieu thereof shares of the | exercised ("the elected shares") and in lieu thereof shares of the | |||||
relevant class shall be allotted credited as fully paid up to the | relevant class shall be allotted credited as fully paid up to the | |||||
holders of the elected shares on the basis of allotment determined | holders of the elected shares on the basis of allotment determined | |||||
as aforesaid and for such purpose the Board shall capitalise and | as aforesaid and for such purpose the Board shall capitalise and | |||||
apply out of any part of the undivided profits of the Company | apply out of any part of the undivided profits of the Company | |||||
(including profits carried and standing to the credit of any | (including profits carried and standing to the credit of any | |||||
reserves or other special account, share premium account, capital | reserves or other special account, share premium account, capital | |||||
redemption reserve other than the Subscription Rights Reserve) | redemption reserve other than the Subscription Rights Reserve (as | |||||
as the Board may determine, such sum as may be required to pay | defined below)) as the Board may determine, such sum as may be | |||||
up in full the appropriate number of shares of the relevant class | required to pay up in full the appropriate number of shares of the | |||||
for allotment and distribution to and amongst the holders of the | relevant class for allotment and distribution to and amongst the | |||||
elected shares on such basis. | holders of the elected shares on such basis. | |||||
… | … | |||||
(2) | (a) The shares allotted pursuant to the provisions of paragraph | (2) | (a) The shares allotted pursuant to the provisions of paragraph | |||
(1) of this Article shall rank pari passu in all respects | (1) of this Article shall rank pari passu in all respects | |||||
with shares of the same class (if any) then in issue save | with shares of the same class (if any) then in issue save | |||||
only as regards participation in the relevant dividend or | only as regards participation in the relevant dividend or | |||||
in any other distributions, bonuses or rights paid, made, | in any other distributions, bonuses or rights paid, made, | |||||
declared or announced prior to or contemporaneously | declared or announced prior to or contemporaneously | |||||
with the payment or declaration of the relevant dividend | with the payment or declaration of the relevant dividend | |||||
unless, contemporaneously with the announcement by the | unless, contemporaneously with the announcement by the | |||||
Board of their proposal to apply the provisions of sub- | Board of their proposal to apply the provisions of sub- | |||||
paragraph (a) or (b) of paragraph (2) of this Article in | paragraph (a) or (b) of paragraph (21) of this Article in | |||||
relation to the relevant dividend or contemporaneously | relation to the relevant dividend or contemporaneously | |||||
with their announcement of the distribution, bonus or rights | with their announcement of the distribution, bonus or rights | |||||
in question, the Board shall specify that the shares to be | in question, the Board shall specify that the shares to be | |||||
allotted pursuant to the provisions of paragraph (1) of this | allotted pursuant to the provisions of paragraph (1) of this | |||||
Article shall rank for participation in such distribution, | Article shall rank for participation in such distribution, | |||||
bonus or rights. | bonus or rights. | |||||
… | … | |||||
- 53 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
147. | The Company may, upon the recommendation of the Board, | 144. | (1) The Company may, upon the recommendation of the | |
at any time and from time to time pass an ordinary resolution | Board, at any time and from time to time pass an ordinary | |||
to the effect that it is desirable to capitalise all or any part of | resolution to the effect that it is desirable to capitalise | |||
any amount for the time being standing to the credit of any | all or any part of any amount for the time being standing | |||
reserve or fund (including a share premium account and capital | to the credit of any reserve or fund (including a share | |||
redemption reserve and the profit and loss account) whether or | premium account and capital redemption reserve and | |||
not the same is available for distribution and accordingly that | the profit and loss account) whether or not the same | |||
such amount be set free for distribution among the Members or | is available for distribution and accordingly that such | |||
any class of Members who would be entitled thereto if it were | amount be set free for distribution among the Members | |||
distributed by way of dividend and in the same proportions, | or any class of Members who would be entitled thereto | |||
on the footing that the same is not paid in cash but is applied | if it were distributed by way of dividend and in the same | |||
either in or towards paying up the amounts for the time being | proportions, on the footing that the same is not paid in | |||
unpaid on any shares in the Company held by such Members | cash but is applied either in or towards paying up the | |||
respectively or in paying up in full unissued shares, debentures | amounts for the time being unpaid on any shares in the | |||
or other obligations of the Company, to be allotted and | Company held by such Members respectively or in paying | |||
distributed credited as fully paid up among such Members, or | up in full unissued shares, debentures or other obligations | |||
partly in one way and partly in the other, and the Board shall | of the Company, to be allotted and distributed credited | |||
give effect to such resolution provided that, for the purposes | as fully paid up among such Members, or partly in one | |||
of this Article, a share premium account and any capital | way and partly in the other, and the Board shall give | |||
redemption reserve or fund representing unrealised profits, | effect to such resolution provided that, for the purposes | |||
may be applied only in paying up in full unissued shares of the | of this Article, a share premium account and any capital | |||
Company to be allotted to such Members credited as fully paid. | redemption reserve or fund representing unrealised | |||
profits, may be applied only in paying up in full unissued | ||||
shares of the Company to be allotted to such Members | ||||
credited as fully paid. | ||||
(2) Notwithstanding any provisions in these Articles, 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 a share premium account | ||||
and 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. | ||||
- 54 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
152. | Subject to Article 153, a printed copy of the Directors' report, | 149. | Subject to Article 153150, a printed copy of the Directors' | |
accompanied by the balance sheet and profit and loss account, | report, accompanied by the balance sheet and profit and loss | |||
including every document required by law to be annexed | account, including every document required by law to be | |||
thereto, made up to the end of the applicable financial year | annexed thereto, made up to the end of the applicable financial | |||
and containing a summary of the assets and liabilities of the | year and containing a summary of the assets and liabilities | |||
Company under convenient heads and a statement of income | of the Company under convenient heads and a statement of | |||
and expenditure, together with a copy of the Auditors' report, | income and expenditure, together with a copy of the Auditors' | |||
shall be sent to each person entitled thereto at least twenty- | report, shall be sent to each person entitled thereto at least | |||
one (21) days before the date of the general meeting and at | twenty-one (21) days before the date of the general meeting | |||
the same time as the notice of annual general meeting and | and at the same time as the notice of annual general meeting | |||
laid before the Company at the annual general meeting held | and laid before the Company at the annual general meeting | |||
in accordance with Article 56 provided that this Article shall | held in accordance with Article 56 provided that this Article | |||
not require a copy of those documents to be sent to any person | shall not require a copy of those documents to be sent to any | |||
whose address the Company is not aware or to more than one | person whose address the Company is not aware or to more | |||
of the joint holders of any shares or debentures. | than one of the joint holders of any shares or debentures. | |||
153. | Subject to due compliance with all applicable Statutes, rules | 150. | Subject to due compliance with all applicable Statutes, rules | |
and regulations, including, without limitation, the rules of the | and regulations, including, without limitation, the rules | |||
Designated Stock Exchange, and to obtaining all necessary | of the Designated Stock ExchangeListing Rules, and to | |||
consents, if any, required thereunder, the requirements of | obtaining all necessary consents, if any, required thereunder, | |||
Article 152 shall be deemed satisfied in relation to any person | the requirements of Article 152149 shall be deemed satisfied | |||
by sending to the person in any manner not prohibited by the | in relation to any person by sending to the person in any | |||
Statutes, summarised financial statements derived from the | manner not prohibited by the Statutes, summarised financial | |||
Company's annual accounts and the directors' report which | statements derived from the Company's annual accounts and | |||
shall be in the form and containing the information required | the directors' report which shall be in the form and containing | |||
by applicable laws and regulations, provided that any person | the information required by applicable laws and regulations, | |||
who is otherwise entitled to the annual financial statements of | provided that any person who is otherwise entitled to the | |||
the Company and the directors' report thereon may, if he so | annual financial statements of the Company and the directors' | |||
requires by notice in writing served on the Company, demand | report thereon may, if he so requires by notice in writing served | |||
that the Company sends to him, in addition to summarised | on the Company, demand that the Company sends to him, | |||
financial statements, a complete printed copy of the Company's | in addition to summarised financial statements, a complete | |||
annual financial statement and the directors' report thereon. | printed copy of the Company's annual financial statement and | |||
the directors' report thereon. | ||||
154. | The requirement to send to a person referred to in Article 152 | 151. | The requirement to send to a person referred to in Article | |
the documents referred to in that article or a summary financial | 152149 the documents referred to in that article or a summary | |||
report in accordance with Article 153 shall be deemed satisfied | financial report in accordance with Article 153150 shall be | |||
where, in accordance with all applicable Statutes, rules and | deemed satisfied where, in accordance with all applicable | |||
regulations, including, without limitation, the rules of the | Statutes, rules and regulations, including, without limitation, | |||
Designated Stock Exchange, the Company publishes copies of | the rules of the Designated Stock ExchangeListing Rules, | |||
the documents referred to in Article 152 and, if applicable, a | the Company publishes copies of the documents referred to | |||
summary financial report complying with Article 153, on the | in Article 152149 and, if applicable, a summary financial | |||
Company's computer network or in any other permitted manner | report complying with Article 153150, on the Company's | |||
(including by sending any form of electronic communication), | computer network or in any other permitted manner (including | |||
and that person has agreed or is deemed to have agreed to treat | by sending any form of electronic communication), and that | |||
the publication or receipt of such documents in such manner as | person has agreed or is deemed to have agreed to treat the | |||
discharging the Company's obligation to send to him a copy of | publication or receipt of such documents in such manner as | |||
such documents. | discharging the Company's obligation to send to him a copy of | |||
such documents. | ||||
- 55 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | ||||
THE ARTICLES OF ASSOCIATION | |||||
Currently in force | Proposed to be amended as | ||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | ||
161. | Any Notice or document (including any "corporate communication" | 158. | (1) Any Notice or document (including any "corporate | ||
within the meaning ascribed thereto under the rules of the Designated | communication" within the meaning ascribed thereto under | ||||
Stock Exchange), whether or not, to be given or issued under these | the Listing Rules), whether or not, to be given or issued under | ||||
Articles from the Company to a Member shall be in writing or by cable, | these Articles from the Company shall be in writing or by | ||||
telex or facsimile transmission message or other form of electronic | cable, telex or facsimile transmission message or other form | ||||
transmission or communication and any such Notice and document may | of electronic transmission or electronic communication and | ||||
be served or delivered by the Company on or to any Member either | any such Notice and document may be given or issued by the | ||||
personally or by sending it through the post in a prepaid envelope | following means: | ||||
addressed to such Member at his registered address as appearing in | |||||
the Register or at any other address supplied by him to the Company | (a) | by serving it personally on the relevant person; | |||
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 | (b) | by sending it through the post in a prepaid envelope | |||
number or electronic number or address or website supplied by him | addressed to such Member at his registered address | ||||
to the Company for the giving of Notice to him or which the person | as appearing in the Register or at any other address | ||||
transmitting the notice reasonably and bona fide believes at the relevant | supplied by him to the Company for the purpose; | ||||
time will result in the Notice being duly received by the Member or | |||||
may also be served by advertisement in appropriate newspapers in | (c) | by delivering or leaving it at such address as aforesaid; | |||
accordance with the requirements of the Designated Stock Exchange | |||||
or, to the extent permitted by the applicable laws, by placing it on the | (d) | by placing an advertisement in appropriate newspapers | |||
Company's website or the website of the Designated Stock Exchange, | or other publication and where applicable, in accordance | ||||
and giving to the member a notice stating that the notice or other | with the requirements of the Designated Stock Exchange; | ||||
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 | (e) | by sending or transmitting it as an electronic | |||
above. In the case of joint holders of a share all notices shall be given to | communication to the relevant person at such electronic | ||||
that one of the joint holders whose name stands first in the Register and | address as he may provide under Article 158(5), subject | ||||
notice so given shall be deemed a sufficient service on or delivery to all | to the Company complying with the Statutes and any | ||||
the joint holders. | other applicable laws, rules and regulations from time | ||||
to time in force with regard to any requirements for | |||||
the obtaining of consent (or deemed consent) from such | |||||
person; | |||||
(f) | by publishing it on the Company's 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 stating that | |||||
the notice, document or publication is available on the | |||||
Company's computer network website (a "notice of | |||||
availability"); or | |||||
(g) | by sending or otherwise making it available to such | ||||
person through such other means to the extent permitted | |||||
by and in accordance with the Statutes and other | |||||
applicable laws, rules and regulations. | |||||
- 56 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
(2) The notice of availability may be given by any of the means set | ||||
out above other than by posting it on a website. | ||||
(3) In the case of joint holders of a share all notices shall be given | ||||
to that one of 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. | ||||
(4) Every person who, by operation of law, transfer, transmission, | ||||
or other means whatsoever, shall become entitled to any share, | ||||
shall be bound by every 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. | ||||
(5) Every Member or a person who is entitled to receive notice | ||||
from the Company under the provisions of the Statutes or | ||||
these Articles may register with the Company an electronic | ||||
address to which notices can be served upon him. | ||||
(6) Subject to any applicable laws, rules and regulations and the | ||||
terms of these Articles, any notice, document or publication, | ||||
including but not limited to the documents referred to in | ||||
Articles, 149, 150 and 158 may be given in the English | ||||
language only or in both the English language and the Chinese | ||||
language. 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 Articles 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 or | ||||
the website of the Designated Stock Exchange, 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. 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. | ||||
- 57 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||||
THE ARTICLES OF ASSOCIATION | ||||||
Currently in force | Proposed to be amended as | |||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |||
162. | Any Notice or other document: | 159. | Any Notice or other document: | |||
(a) | if served or delivered by post, shall where appropriate | (a) | if served or delivered by post, shall where appropriate | |||
be sent by airmail and shall be deemed to have been | be sent by airmail and shall be deemed to have been | |||||
served or delivered on the day following that on which | served or delivered on the day following that on which | |||||
the envelope containing the same, properly prepaid and | the envelope containing the same, properly prepaid and | |||||
addressed, is put into the post; in proving such service or | addressed, is put into the post; in proving such service or | |||||
delivery it shall be sufficient to prove that the envelope or | delivery it shall be sufficient to prove that the envelope or | |||||
wrapper containing the notice or document was properly | wrapper containing the notice or document was properly | |||||
addressed and put into the post and a certificate in writing | addressed and put into the post and a certificate in writing | |||||
signed by the Secretary or other officer of the Company | signed by the Secretary or other officer of the Company | |||||
or other person appointed by the Board that the envelope | or other person appointed by the Board that the envelope | |||||
or wrapper containing the notice or other document was | or wrapper containing the noticeNotice or other document | |||||
so addressed and put into the post shall be conclusive | was so addressed and put into the post shall be conclusive | |||||
evidence thereof; | evidence thereof; | |||||
(b) | if sent by electronic communication, shall be deemed to | (b) | if sent by electronic communication, shall be deemed | |||
be given on the day on which it is transmitted from the | to be given on the day on which it is transmitted from | |||||
server of the Company or its agent. A notice placed on | the server of the Company or its agent. A noticeNotice | |||||
the Company's website or the website of the Designated | placed on the Company's website or the website of the | |||||
Stock Exchange, is deemed given by the Company to a | Designated Stock Exchange, is deemed given by the | |||||
Member on the day following that on which a notice of | Company to a Member on the day following that on which | |||||
availability is deemed served on the Member; | a notice of availability is deemed served on the Member; | |||||
(c) | if served or delivered in any other manner contemplated | (c) | if published on the Company's website, shall be | |||
by these Articles, shall be deemed to have been served or | deemed to have been served on the day on which the | |||||
delivered at the time of personal service or delivery or, | notice, document or publication first so appears on | |||||
as the case may be, at the time of the relevant despatch | the Company's website to which the relevant person | |||||
or transmission; and in proving such service or delivery | may have access or the day on which the notice of | |||||
a certificate in writing signed by the Secretary or other | availability is deemed to have been served or delivered | |||||
officer of the Company or other person appointed by the | to such person under these Articles, whichever is later; | |||||
Board as to the act and time of such service, delivery, | ||||||
despatch or transmission shall be conclusive evidence | ||||||
thereof; and | ||||||
(d) | may be given to a Member either in the English language | (c)(d) if served or delivered in any other manner contemplated | ||||
or the Chinese language, subject to due compliance with | by these Articles, shall be deemed to have been served or | |||||
all applicable Statutes, rules and regulations. | 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 | ||||||
(e) | if published as an advertisement in a newspaper or | |||||
other publication permitted under these Articles, shall | ||||||
be deemed to have been served on the day on which the | ||||||
advertisement first so appears. | ||||||
(d) | may be given to a Member either in the English | |||||
language or the Chinese language, subject to due | ||||||
compliance with all applicable Statutes, rules and | ||||||
regulations. | ||||||
- 58 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
163. | (1) Any Notice or other document delivered or sent by post | 160. | (1) Any Notice or other document delivered or sent by post | |
to or left at the registered address of any Member in | to or left at the registered address of any Member in | |||
pursuance of these Articles shall, notwithstanding that | pursuance of these Articles shall, notwithstanding that | |||
such Member is then dead or bankrupt or that any other | such Member is then dead or bankrupt or that any other | |||
event has occurred, and whether or not the Company | event has occurred, and whether or not the Company | |||
has notice of the death or bankruptcy or other event, be | has notice of the death or bankruptcy or other event, be | |||
deemed to have been duly served or delivered in respect | deemed to have been duly served or delivered in respect | |||
of any share registered in the name of such Member as | of any share registered in the name of such Member as | |||
sole or joint holder unless his name shall, at the time of | sole or joint holder unless his name shall, at the time of | |||
the service or delivery of the notice or document, have | the service or delivery of the noticeNotice or document, | |||
been removed from the Register as the holder of the share, | have been removed from the Register as the holder of the | |||
and such service or delivery shall for all purposes be | share, and such service or delivery shall for all purposes | |||
deemed a sufficient service or delivery of such Notice or | be deemed a sufficient service or delivery of such Notice | |||
document on all persons interested (whether jointly with | or document on all persons interested (whether jointly | |||
or as claiming through or under him) in the share. | with or as claiming through or under him) in the share. | |||
(2) A notice may be given by the Company to the person | (2) A noticeNotice may be given by the Company to the | |||
entitled to a share in consequence of the death, mental | person entitled to a share in consequence of the death, | |||
disorder or bankruptcy of a Member by sending it through | mental disorder or bankruptcy of a Member by sending it | |||
the post in a prepaid letter, envelope or wrapper addressed | through the post in a prepaid letter, envelope or wrapper | |||
to him by name, or by the title of representative of the | addressed to him by name, or by the title of representative | |||
deceased, or trustee of the bankrupt, or by any like | of the deceased, or trustee of the bankrupt, or by any like | |||
description, at the address, if any, supplied for the purpose | description, at the address, if any, supplied for the purpose | |||
by the person claiming to be so entitled, or (until such an | by the person claiming to be so entitled, or (until such an | |||
address has been so supplied) by giving the notice in any | address has been so supplied) by giving the notice in any | |||
manner in which the same might have been given if the | manner in which the same might have been given if the | |||
death, mental disorder or bankruptcy had not occurred. | death, mental disorder or bankruptcy had not occurred. | |||
(3) Any person who by operation of law, transfer or other | (3) Any person who by operation of law, transfer or other | |||
means whatsoever shall become entitled to any share | means whatsoever shall become entitled to any share shall | |||
shall be bound by every notice in respect of such share | be bound by every noticeNotice in respect of such share | |||
which prior to his name and address being entered on the | which prior to his name and address being entered on the | |||
Register shall have been duly given to the person from | Register shall have been duly given to the person from | |||
whom he derives his title to such share. | whom he derives his title to such share. | |||
164. | For the purposes of these Articles, a cable or telex or facsimile | 161. | For the purposes of these Articles, a cable or telex orfacsimile | |
or electronic transmission message purporting to come from a | or electronic transmission message purporting to come from a | |||
holder of shares or, as the case may be, a Director or alternate | holder of shares or, as the case may be, a Director or alternate | |||
Director, or, in the case of a corporation which is a holder | Director, or, in the case of a corporation which is a holder | |||
of shares from a director or the secretary thereof or a duly | of shares from a director or the secretary thereof or a duly | |||
appointed attorney or duly authorised representative thereof for | appointed attorney or duly authorised representative thereof for | |||
it and on its behalf, shall in the absence of express evidence | it and on its behalf, shall in the absence of express evidence | |||
to the contrary available to the person relying thereon at the | to the contrary available to the person relying thereon at the | |||
relevant time be deemed to be a document or instrument in | relevant time be deemed to be a document or instrument in | |||
writing signed by such holder or Director or alternate Director | writing signed by such holder or Director or alternate Director | |||
in the terms in which it is received. | in the terms in which it is received. | |||
- 59 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||
THE ARTICLES OF ASSOCIATION | ||||
Currently in force | Proposed to be amended as | |||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |
166. | (1) Subject to any special rights, privileges or restrictions | 163. | (1) Subject to any special rights, privileges or restrictions | |
as to the distribution of available surplus assets on | as to the distribution of available surplus assets on | |||
liquidation for the time being attached to any class or | liquidation for the time being attached to any class or | |||
classes of shares (i) (if the Company shall be wound | classes of shares (i) (if the Company shall be wound | |||
up and the assets available for distribution amongst | up and the assets available for distribution amongst | |||
the Members shall be more than sufficient to repay the | theMembers shall be more than sufficient to repay the | |||
whole of the capital paid up at the commencement of the | whole of the capital paid up at the commencement of the | |||
winding up, the excess shall be distributed pari passu | winding up, the excess shall be distributed pari passu | |||
amongst such members in proportion to the amount paid | amongst such membersMembers in proportion to the | |||
up on the shares held by t hem respectively and (ii) if | amount paid up on the shares held by t hem respectively | |||
the Company shall be wound up and the assets available | and (ii) if the Company shall be wound up and the assets | |||
for distribution amongst the Members as such shall be | available for distribution amongst the Members as such | |||
insufficient to repay the whole of the paid-up capital such | shall be insufficient to repay the whole of the paid-up | |||
assets shall be distributed so that, as nearly as may be, the | capital such assets shall be distributed so that, as nearly | |||
losses shall be borne by the Members in proportion to the | as may be, the losses shall be borne by the Members in | |||
capital paid up, or which ought to have been paid up, at | proportion to the capital paid up, or which ought to have | |||
the commencement of the winding up on the shares held | been paid up, at the commencement of the winding up on | |||
by them respectively. | the shares held by them respectively. | |||
… | … | |||
(3) In the event of winding-up of the Company in Hong | (3) In the event of winding-up of the Company in Hong | |||
Kong, every Member who is not for the time being | Kong, every Member who is not for the time being | |||
in Hong Kong shall be bound, within 14 days after | in Hong Kong shall be bound, within 14 days after | |||
the passing of an effective resolution to wind up the | the passing of an effective resolution to wind up the | |||
Company voluntarily, or the making of an order for the | Company voluntarily, or the making of an order for | |||
winding -up of the Company, to serve notice in writing | the winding -up of the Company, to serve notice in | |||
on the Company appointing some person resident in | writing on the Company appointing some person | |||
Hong Kong and stating that person's full name, address | resident in Hong Kong and stating that person's | |||
and occupation upon whom all summonses, notices, | full name, address and occupation upon whom all | |||
process, orders and judgements in relation to or under | summonses, notices, process, orders and judgements in | |||
the winding -up of the Company may be served, and in | relation to or under the winding -up of the Company | |||
default of such nomination the liquidator of the Company | may be served, and in default of such nomination the | |||
shall be at liberty on behalf of such Member to appoint | liquidator of the Company shall be at liberty on behalf | |||
some such person, and service upon any such appointee, | of such Member to appoint some such person, and | |||
whether appointed by the Member or the liquidator, shall | service upon any such appointee, whether appointed | |||
be deemed to be good personal service on such Member | by the Member or the liquidator, shall be deemed | |||
for all purposes, and, where the liquidator makes any | to be good personal service on such Member for all | |||
such appointment, he shall with all convenient speed | purposes, and, where the liquidator makes any such | |||
give notice thereof to such Member by advertisement | appointment, he shall with all convenient speed give | |||
as he shall deem appropriate or by a registered letter | notice thereof to such Member by advertisement as he | |||
sent through the post and addressed to such Member at | shall deem appropriate or by a registered letter sent | |||
his address as appearing in the register, and such notice | through the post and addressed to such Member at his | |||
shall be deemed to be service on the day following that | address as appearing in the register, and such notice | |||
on which the advertisement first appears or the letter is | shall be deemed to be service on the day following that | |||
posted. | on which the advertisement first appears or the letter | |||
is posted. | ||||
- 60 -
APPENDIX III | DETAILS OF THE PROPOSED AMENDMENTS TO | |||||
THE ARTICLES OF ASSOCIATION | ||||||
Currently in force | Proposed to be amended as | |||||
No. | Articles of Association | No. | Amended and Restated Articles of Association | |||
167. | (1) The Directors, Secretary and other officers and every | 164. | (1) The Directors, Secretary and other officers and every | |||
Auditor for the time being of the Company and the | Auditor | for the time being | of the Company at any time, | |||
liquidator or trustees (if any) for the time being acting in | whether at present or in the past, and the liquidator or | |||||
relation to any of the affairs of the Company and everyone | trustees (if any) for the time beingacting or who have | |||||
of them, and everyone of their heirs, executors and | acted in relation to any of the affairs of the Company and | |||||
administrators, shall be indemnified and secured harmless | everyone of them, and everyone of their heirs, executors | |||||
out of the assets and profits of the Company from and | and administrators, shall be indemnified and secured | |||||
against all actions, costs, charges, losses, damages and | harmless out of the assets and profits of the Company | |||||
expenses which they or any of them, their or any of their | from and against all actions, costs, charges, losses, | |||||
heirs, executors or administrators, shall or may incur | damages and expenses which they or any of them, their | |||||
or sustain by or by reason of any act done, concurred | or any of their heirs, executors or administrators, shall | |||||
in or omitted in or about the execution of their duty, or | or may incur or sustain by or by reason of any act done, | |||||
supposed duty, in their respective offices or trusts; and | concurred in or omitted in or about the execution of | |||||
none of them shall be answerable for the acts, receipts, | their duty, or supposed duty, in their respective offices | |||||
neglects or defaults of the other or others of them or for | or trusts; and none of them shall be answerable for the | |||||
joining in any receipts for the sake of conformity, or for | acts, receipts, neglects or defaults of the other or others | |||||
any bankers or other persons with whom any moneys | of them or for joining in any receipts for the sake of | |||||
or effects belonging to the Company shall or may be | conformity, or for any bankers or other persons with | |||||
lodged or deposited for safe custody, or for insufficiency | whom any moneys or effects belonging to the Company | |||||
or deficiency of any security upon which any moneys | shall or may be lodged or deposited for safe custody, | |||||
of or belonging to the Company shall be placed out on | or for insufficiency or deficiency of any security upon | |||||
or invested, or for any other loss, misfortune or damage | which any moneys of or belonging to the Company | |||||
which may happen in the execution of their respective | shall be placed out on or invested, or for any other loss, | |||||
offices or trusts, or in relation thereto; PROVIDED THAT | misfortune or damage which may happen in the execution | |||||
this indemnity shall not extend to any matter in respect of | of their respective offices or trusts, or in relation thereto; | |||||
any fraud or dishonesty which may attach to any of said | PROVIDED THAT this indemnity shall not extend to any | |||||
persons. | matter in respect of any fraud or dishonesty which may | |||||
attach to any of said persons. | ||||||
169. | No Member shall be entitled to require discovery of or any | 166. | No Member shall be entitled to require discovery of or any | |||
information respecting any detail of the Company's trading or | 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 | 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 | secret process which may relate to the conduct of the business | |||||
of the Company and which in the opinion of the Directors | of the Company and which in the opinion of the Directors it | |||||
it will be inexpedient in the interests of the members of the | will be inexpedient in the interests of the members of the | |||||
Company to communicate to the public. | CompanyMembers to communicate to the public. | |||||
As a result of the proposed new articles and/or deleted articles above, the numbering of the respective subsequent articles of the Articles of Association shall be adjusted accordingly.
The Proposed Amendments are prepared in the English language. The Chinese translation of each of the Proposed Amendments and the Amended and Restated Articles of Association is for reference only. In case there are any inconsistencies between the English version and the Chinese version, the English version shall prevail.
- 61 -
NOTICE OF ANNUAL GENERAL MEETING
(Stock Code: 0832)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the shareholders of Central China Real Estate Limited (the "Company") will be held at 7701B-7702A, Level 77, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Wednesday, 12 May 2021 at 3:00 p.m. for the following purposes:
- To consider and approve the audited consolidated financial statements and the reports of the directors of the Company (the "Directors" and each a "Director") and the independent auditors for the financial year ended 31 December 2020.
- To declare a final dividend of HK$26.80 cents per Share of the Company for the year ended 31 December 2020.
- (A) To re-elect Mr. Wang Jun as an executive Director.
- To re-elect Mr. Cheung Shek Lun as an independent non-executive Director.
- To re-elect Mr. Xin Luo Lin as an independent non-executive Director.
- To re-elect Ms. Chen Ying as a non-executive Director.
- To authorise the board (the "Board") of Directors to fix the remuneration of the respective Directors.
- To re-appoint KPMG as the Company's auditor and authorise the Board to fix their remuneration for the year ending 31 December 2021.
- For identification purpose only
- 62 -
NOTICE OF ANNUAL GENERAL MEETING
5. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
- "THAT:
- subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) 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, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (as amended from time to time) (the "Listing Rules"), be and is hereby generally and unconditionally approved;
- the approval in paragraph (i) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
- the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined), or (b) the exercise of options under any share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees and Directors of the Company and/ or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire Shares, or (c) an issue of Shares upon the exercise of the subscription rights attaching to any warrants which may be issued by the Company; or (d) an issue of Shares as scrip dividend or similar arrangement in accordance with the memorandum and articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
- 63 -
NOTICE OF ANNUAL GENERAL MEETING
-
for the purpose of this resolution:
"Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of: - the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or
- the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.
"Rights Issue" means an offer of Shares open for a period fixed by the Directors to Shareholders 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 legal restrictions under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange, in any territory outside Hong Kong, applicable to the Company)."
- "THAT:
- subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period of all powers of the Company to purchase or otherwise acquire shares in the capital of the Company on the Stock Exchange or on any other stock exchange on which the Shares may be listed and recognised by the Stock Exchange and the Hong Kong Securities and Futures Commission (the "SFC") for this purpose, subject to and in accordance with all applicable rules and regulations of the SFC, the Stock Exchange or of any other stock exchange as amended from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;
- 64 -
NOTICE OF ANNUAL GENERAL MEETING
- the aggregate nominal amount of shares of the Company which are authorised to be purchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
- for the purpose of this resolution: "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
- the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or
- the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting."
-
"THAT:
conditional upon the passing of the resolutions set out in paragraphs 5(A) and 5(B) of the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the resolution set out in paragraph 5(A) of the notice convening this meeting be and is hereby extended by the addition thereto an amount of shares representing the aggregate nominal amount of shares of the Company purchased or otherwise acquired by the Company pursuant to the authority granted to the directors of the Company under the resolution set out in paragraph 5(B) above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution."
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NOTICE OF ANNUAL GENERAL MEETING
SPECIAL RESOLUTION
6. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:
"THAT:
- the proposed amendments to the articles of association of the Company (the "Proposed Amendments"), the details of which are set out in Appendix III to the circular of the Company dated 12 April 2021, be and are hereby approved;
- the amended and restated articles of association of the Company (the "Amended and Restated Articles of Association"), which contains all the Proposed Amendments and a copy of which has been produced to this meeting and marked "A" and initialled by the chairman of the meeting, be and is hereby approved and adopted in substitution for and to the exclusion of the existing articles of association of the Company with immediate effect; and
- any Director or company secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the Amended and Restated Articles of Association, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands and Hong Kong."
By Order of the Board
CENTRAL CHINA REAL ESTATE LIMITED
WU PO SUM
Chairman
Hong Kong, 12 April 2021
Notes:
- The register of members of the Company will be closed from Friday, 7 May 2021 to Wednesday, 12 May 2021 (both days inclusive), during which period no transfer of shares in the Company can be registered. In order to qualify for attending the Meeting, all properly completed share transfer forms, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 6 May 2021.
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NOTICE OF ANNUAL GENERAL MEETING
- Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not be a shareholder of the Company. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or any adjourned meeting.
- Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the Meeting or any adjournment thereof if he/she so desires and, in such event, the form of proxy shall be deemed to have been revoked.
- In the case of joint registered holders of any Shares, any one of such persons may vote at the Meeting (or at any adjournment thereof), either personally or by proxy, in respect of such Share(s) as if he or she were solely entitled thereto; but if more than one joint registered holder is present at the Meeting, whether in person or by proxy, that one of the joint registered holders whose name stands first on the register of members in respect of the relevant joint holding shall, to the exclusion of other joint holders, be entitled to vote in respect thereof.
- The Board has recommended a final dividend of HK$26.80 cents per Share for the year ended 31 December 2020. Subject to the Shareholders' approval on the payment of the final dividend at the Meeting, the register of members of the Company will be closed for the purpose of determining the identity of members who are entitled to receive the said final dividend on Monday, 17 May 2021, during that day no transfer of Shares will be registered. In order to qualify for the proposed final dividend, all properly completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Friday, 14 May 2021.
- In relation to proposed resolutions numbered 3(A) to (D) above, Mr. Wang Jun, Mr. Cheung Shek Lun and Mr. Xin Luo Lin and Ms. Chen Ying will retire from their offices as Directors at the Meeting and, being eligible, they will offer themselves for re-election. Particulars of the retiring Directors to be offered for re-election are set out in Appendix II to the circular.
- In relation to proposed resolutions numbered 5(A) and 5(C) above, approval is being sought from the shareholders for the granting to the Directors of a general mandate to authorise the allotment and issue of shares under the Listing Rules. The Board has no immediate plans to issue any new shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.
- In relation to proposed resolution numbered 5(B) above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules are set out in Appendix I to the circular.
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Central China Real Estate Ltd. published this content on 12 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2021 08:40:05 UTC.