China Overseas Property : Proposals for General Mandates to Issue and Buy Back Shares, Re-election of Retiring Directors and Amendments to The Articles of Association and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Overseas Property Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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

CHINA OVERSEAS PROPERTY HOLDINGS LIMITED

中 海 物 業 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2669)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of China Overseas Property Holdings Limited to be held at 28/F, Sunshine Plaza, 353 Lockhart Road, Wanchai, Hong Kong on Thursday, 3 June 2021 at 2 : 30 p.m. is set out on pages 118 to 122 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.copl.com.hk).

Whether or not you are able to attend the AGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Branch Share Registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case may be) if you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In light of the continuing risks posed by the COVID-19 pandemic, for the interests of the health and safety of our shareholders, investors, directors, staff and other participants of the AGM, the following precautionary measures will be implemented at the AGM which include without limitation:

1. mandatory use of face masks
2. compulsory body temperature screening
3. mandatory health declaration
4. no serving of refreshment and distribution of souvenirs

Any person who does not comply with the precautionary measures may be denied entry to the AGM venue at the absolute discretion of the Company as permitted by law. The Company also strongly encourages Shareholders NOT to attend the AGM in person, and advises Shareholders to appoint the Chairman of the AGM or any Director or Company Secretary of the Company as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person.

28 April 2021

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . .	4
3.	Proposed Granting of General Mandate to Buy Back Shares . . . . . . . . . .	4
4.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . .	5

5. Amendments to the Articles and Adoption of the Amended

	and Restated Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Documents Available for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
10.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I - Explanatory Statement on Buy-back Mandate . . . . . . . . . . . . . . . . . . . . .	9
Appendix II - Details of the Retiring Directors Proposed
	to be Re-elected at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix III - Proposed Amendments to the Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	118

- i -

DEFINITIONS

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

''AGM''	an annual general meeting of the Company to be held at 28/F,
	Sunshine Plaza, 353 Lockhart Road, Wanchai, Hong Kong on
	Thursday, 3 June 2021 at 2 : 30 p.m.
''Amended and	the amended and restated Articles, to be adopted by the
Restated Articles''	Company upon the approval of the Shareholders at the AGM,
	all the proposed amendments to the Articles are set out in
	Appendix III
''Articles''	Articles of Association of the Company as may be amended from
	time to time
''Board''	the board of Directors
''Buy-back Mandate''	a general and unconditional mandate to be granted to the
	Directors to buy-back Shares of not exceeding 10% of the
	number of Shares in issue as at the date of passing of the relevant
	resolution
''COHL''	China Overseas Holdings Limited, a company incorporated in
	Hong Kong with limited liability
''Companies Act''	the Companies Act of the Cayman Islands for the time being in
	force
''Company''	China Overseas Property Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability, the
	shares of which are listed on the Main Board of the Stock
	Exchange
''CSC''	China State Construction International Holding Limited, a
	company incorporated in the Cayman Islands with limited
	liability, whose shares are listed on the Main Board of the
	Stock Exchange (stock code: 3311)
''CSCEC''	China State Construction Engineering Corporation (中國建築集
	團有限公司), a state-owned corporation organised and existing
	under the laws of the PRC, and the ultimate holding company of
	the Company
''CSCECL''	China State Construction Engineering Corporation Limited
	(中國建築股份有限公司), a company incorporated in the PRC
	with limited liability, whose shares are listed on the SSE (stock
	code: 601668) and the controlling shareholder of the Company

- 1 -

DEFINITIONS

''Director(s)''	the director(s) of the Company
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Issuance Mandate''	a general and unconditional mandate proposed to be granted to
	the Directors to allot, issue and deal with additional Shares not
	exceeding 20% of the number of Shares in issue as at the date of
	passing the relevant resolution
''Latest Practicable	16 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information in
	this circular
''Listing Rules''	Rules Governing the Listing of Securities on the Stock Exchange
''PRC''	The People's Republic of China
''RMB''	Renminbi, the lawful currency of the PRC
''SFO''	the Securities and Futures Ordinance, Chapter 571 of the Laws
	of Hong Kong
''Share(s)''	ordinary share(s) of HK$0.001 each in the share capital of the
	Company
''Shareholder(s)''	holder(s) of Share(s)
''SSE''	Shanghai Stock Exchange
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	The Code on Takeovers and Mergers issued by the Securities and
	Futures Commission of Hong Kong
''%''	per cent.

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LETTER FROM THE BOARD

CHINA OVERSEAS PROPERTY HOLDINGS LIMITED

中 海 物 業 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2669)

Executive Directors:	Registered Office:
Mr. Zhang Guiqing (Chairman)	Cricket Square
Dr. Yang Ou (Chief Executive Officer)	Hutchins Drive
Mr. Pang Jinying (Vice President)	PO Box 2681
Mr. Kam Yuk Fai (Chief Financial Officer)	Grand Cayman KY1-1111
	Cayman Islands
Independent Non-executive Directors:
Mr. Yung, Wing Ki Samuel	Headquarter and Principal Place of
Mr. So, Gregory Kam Leung	Business in Hong Kong:
Mr. Lim, Wan Fung Bernard Vincent	Suite 703, 7/F, Three Pacific Place
	1 Queen's Road East
	Hong Kong
	28 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM regarding (i) the granting of the Issuance Mandate and the Buy-back Mandate; (ii) the re-election of retiring Directors; (iii) the amendments to the Articles; and (iv) to give you notice of the AGM at which the resolutions as set out in the Notice of AGM will be proposed.

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 19 June 2020, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of Shares in issue as at the date of passing of the proposed ordinary resolution contained in item 6 of the Notice of the AGM as set out on pages 118 to 122 of this circular. An ordinary resolution to extend the Issuance Mandate by adding the number of Shares bought-back by the Company pursuant to the Buy-back Mandate will also be proposed at the AGM.

Based on the number of Shares in issue (i.e. 3,286,860,460 Shares) as at the Latest Practicable Date, subject to the passing of the relevant resolution, the Company will be allowed to issue a maximum of 657,372,092 Shares (which represent 20% of the number of Shares in issue as at the Latest Practicable Date) on the assumption that there will be no change in the number of Shares in issue prior to the AGM.

3. PROPOSED GRANTING OF GENERAL MANDATE TO BUY BACK SHARES

At the annual general meeting of the Company held on 19 June 2020, a general mandate was granted to the Directors to buy-back Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company the flexibility to buy-back Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Buy-back Mandate to the Directors to buy-back Shares of not exceeding 10% of the total number of Shares in issue as at the date of passing of the proposed ordinary resolution contained in item 7 of the Notice of the AGM as set out on pages 118 to 122 of this circular.

Based on the number of Shares in issue (i.e. 3,286,860,460 Shares) as at the Latest Practicable Date, subject to the passing of the relevant resolution, the Company will be allowed to buy-back a maximum of 328,686,046 Shares (which represent 10% of the number of Shares in issue as at the Latest Practicable Date) on the assumption that there will be no change in the number of Shares in issue prior to the AGM.

An explanatory statement required by the Listing Rules to provide you with requisite information reasonably necessary for you to make an informed decision on whether to vote for or against the granting of the Buy-back Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

4. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to the articles 84(1) & 84(2) of the Articles, not less than one-third of the directors for the time being shall retire from office by rotation at an annual general meeting. The Directors to retire every year shall be those who have been longest in office since their last re-election. As such, Mr. Pang Jinying, Mr. Yung, Wing Ki Samuel and Mr. Lim, Wan Fung Bernard Vincent (collectively the ''Retiring Directors'') will retire by rotation at the AGM. All of them, being eligible, will offer themselves for re-election at the AGM.

The biographical details of the Retiring Directors as required to be disclosed under the Listing Rules are set out in Appendix II to this circular.

The Nomination Committee has reviewed the Board's composition and recommended to the Board that Mr. Pang Jinying, Mr. Yung, Wing Ki Samuel and Mr. Lim, Wan Fung Bernard Vincent should retire and re-elect at the AGM. The recommendation made by the Nomination Committee is made reference to the Articles, criteria and qualifications set out in the Nomination Policy and the Board Diversity Policy.

Mr. Yung, Wing Ki Samuel and Mr. Lim, Wan Fung Bernard Vincent, both are the independent non-executive Directors, has extensive experience in the insurance industry and architecture industry respectively. Mr. Yung and Mr. Lim are giving independent strategic advice and guidance on the business and operations of the Group over the years. Mr. Yung and Mr. Lim have met the independence guidelines set out in Rule 3.13 of the Listing Rules and have given an annual confirmation of independence to the Company. The Board is of the opinion that they have the required character, integrity, independence and experience to fulfill the role of an independent non-executive director and believes that the experience and knowledge of Mr. Yung and Mr. Lim will continue to benefit to the Board.

5. AMENDMENTS TO THE ARTICLES AND ADOPTION OF THE AMENDED AND RESTATED ARTICLES

The reasons for the proposed amendments are principally, to modernise and update the Articles which were adopted on 9 October 2015 and to reflect and align with changes to the Companies Act and the Listing Rules. The proposed amendments are briefly summarised below:

1. to allow the Company to give financial assistance for the purchase of its Shares which is permitted by Cayman law;
2. to allow Shares to be surrendered by a Shareholder for no consideration as permitted by Cayman law;
3. to clarify that Shares cannot be issued at a discount to their nominal value;
4. to allow the seal of the Company to be affixed to share certificates by any means, whether in the form of printing or affixed electronically;

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LETTER FROM THE BOARD

1. to remove restrictions on the record date to determine members entitled to receive dividend;
2. to permit a transfer without an instrument of transfer if made in accordance with the Listing Rules;
3. to allow a book close notice to be given by additional means, i.e. electronic communication and to empower the Board to extend the book close period;
4. to allow general meetings to be held physically and/or electronically (i.e. physical meeting, hybrid meeting and electronic meeting);
5. to add provisions to allow and facilitate hybrid and electronic meetings;
6. to empower the chairman of the meeting to take certain actions in various circumstances in order to ensure an orderly meeting;
7. to allow the Board to postpone a meeting where notice of a general meeting has been sent but before the meeting is held;
8. to follow the Listing Rules that require all resolutions to be voted by poll other than procedural and administrative matters and to expressly provide that voting can be by electronic means;
9. to clarify that voting can be by electronic means;
10. to allow proxy instruments to be returned to the Company by electronic means;
11. to allow written resolutions to include notification of consent given by a Director in writing to the Company;
12. to allow the Company to capitalise its reserves to pay up in full Shares to be allotted pursuant to employees share schemes;
13. to tidy the section on notices to Shareholders; and
14. to clarify that a former Director can also be indemnified for his/her actions in relation to the affairs of the Company during the time he/she was a Director.

Other changes are for clarification purposes and corresponding changes to reflect the above and/or to facilitate them.

The Board proposes to put forward to the Shareholders for approval at the AGM a special resolution to amend the Articles and to adopt the Amended and Restated Articles in the form to be tabled at the AGM in substitution for, and to the exclusion of, the Articles. For details of the proposed amendments to the Articles, please refer to Appendix III to this circular.

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LETTER FROM THE BOARD

6. AGM AND PROXY ARRANGEMENT

The Notice of the AGM is set out on pages 118 to 122 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Issuance Mandate and the Buy-back Mandate, the extension of the Issuance Mandate, the re-election of the Retiring Directors and the amendments of the Articles.

Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.copl.com.hk). Whether or not you are able to attend the AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Branch Share Registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish and in such event, your proxy form shall be deemed to be revoked.

7. RECOMMENDATION

The Directors consider that the granting of the Issuance Mandate and the Buy-back Mandate, the extension of the Issuance Mandate, the re-election of the Retiring Directors and the amendments to the Articles are in the interests of the Company, the Group and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the AGM.

8. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I - Explanatory Statement on the Buy-back Mandate; Appendix II - Details of the Retiring Directors Proposed to be Re-elected at the AGM; and Appendix III - Proposed Amendments to the Articles.

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LETTER FROM THE BOARD

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company at Suite 703, 7/F., Three Pacific Place, 1 Queen's Road East, Hong Kong, during normal business hours from the date hereof and up to and including Thursday, 3 June 2021 :

1. Memorandum of association of the Company and the Articles;
2. The Amended and Restated Articles; and
3. The 2020 Annual Report.

10. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Company. The information contained herein relating to the Company has been supplied by the Directors, who collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, 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 facts or matters not contained in this circular the omission of which would make any statement herein misleading.

Yours faithfully,

For and on behalf of the Board

CHINA OVERSEAS PROPERTY HOLDINGS LIMITED

Zhang Guiqing

Chairman and Executive Director

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APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the granting of the Buy-back Mandate to be proposed at the AGM.

1. SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue was 3,286,860,460 Shares.

Subject to the passing of the ordinary resolution set out in item 7 of the Notice of the AGM in respect of the granting of the Buy-back Mandate and on the basis that the number of Shares in issue remains unchanged as at the date of the AGM (i.e. being 3,286,860,460 Shares), the Directors would be authorized under the Buy-back Mandate to buy-back, during the period in which the Buy-back Mandate remains in force, up to 328,686,046 Shares, representing 10% of the total number of Shares in issue as at the date of the AGM.

2. REASONS FOR SHARES BUY-BACK

The Directors believe that the granting of the Buy-back Mandate is in the interests of the Company and the Shareholders.

Buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such buy-back will benefit the Company and the Shareholders. The Directors are seeking the granting of the Buy-back Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be bought-back on any occasion and the price and other terms upon which the same are bought-back will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

3. FUNDING OF BUY-BACK

Buy-back must be funded out of funds legally available for such purpose in accordance with the Articles and the applicable laws of the Cayman Islands. The Company may make buy-back out of profits of the Company or the proceeds of a fresh issue of Shares made for the purposes or, if authorized subject to the provisions of the laws of the Cayman Islands, out of capital. Any premium payable on a buy-back over the par value of the Shares to be purchased must be provided out of profits of the Company or out of the Company's share premium account, or if so authorized by the Articles and subject to the provisions of the laws of the Cayman Islands, out of capital.

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APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK MANDATE

On the basis of the consolidated financial position of the Company as at 31 December 2020 (being the date to which the latest published audited financial statements of the Company have been made up) and in particular the working capital position of the Company at that time and the number of Shares now in issue, the Directors consider that there might be a material adverse impact on the working capital position of the Company in the event that purchases of all the Shares subject to the Buy-back Mandate were to be carried out in full. No buy-back would be made in circumstances that would have a material adverse impact on the working capital position or the gearing position of the Company (as compared with the position disclosed in the latest published audited financial statements).

4. TAKEOVERS CODES

If, on the exercise of the power to buy-back Shares pursuant to the Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Codes. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes for all the Shares not already owned by such Shareholder or a group of Shareholders.

As at the Latest Practicable Date, COHL was interested in 2,011,041,060 Shares, representing approximately 61.18% of the total number of Shares in issue. Out of these Shares, 169,712,309 Shares (being approximately 5.16% of the total number of Shares in issue) were held by Silver Lot Development Limited, a direct wholly-owned subsidiary of COHL. COHL is a wholly-owned subsidiary of CSCECL, which, in turn, is a non-wholly owned subsidiary of CSCEC.

On the basis that (i) the total number of Shares in issue (being 3,286,860,460 Shares) remains unchanged as at the date of the AGM, and (ii) the shareholding of COHL (being 2,011,041,060 issued Shares) in the Company remains unchanged immediately after the full exercise of the Buy-back Mandate, in the event that the Buy-back Mandate is exercised in full in accordance with the terms of the relevant ordinary resolution to be proposed at the AGM (presuming that apart from the decrease of the number of Shares in issue arising from the said full exercise of the Buy-back Mandate, there is no other change in the Company's issued share capital), the shareholding of COHL in the issued Shares would be increased to approximately 67.98% of the total number of Shares in issue. Accordingly, such increase would not give rise to an obligation to make a mandatory offer under the Takeover Codes.

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APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK MANDATE

5. DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Buy-back Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so in the event that the granting of the Buy-back Mandate is approved by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy-back Shares pursuant to the Buy-back Mandate and in accordance with the Listing Rules and the laws of the Cayman Islands.

7. SHARE PRICES

The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange during each of the previous 12 months and the period from 1 April 2021 up to the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2020
April	8.93	7.00
May	9.36	7.96
June	9.04	7.50
July	9.22	7.94
August	8.40	6.66
September	7.03	6.15
October	6.54	5.42
November	5.79	4.54
December	5.20	3.90
2021
January	5.78	3.93
February	5.45	4.79
March	7.69	4.90
April (up to the Latest Practicable Date)	7.54	6.73

8. SHARE BUY-BACK MADE BY THE COMPANY

The Company had not bought-back any Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE AGM

Pursuant to the Listing Rules, the details of the Directors who will offer himself for re-election at the 2021 AGM according to the Articles are provided below.

1. MR. PANG JINYING
   Executive Director and Vice President

Aged 53, was appointed as Executive Director and Vice President of the Company on 22 August 2018. He is also a director of certain subsidiaries of the Group. Mr. Pang graduated from the Economics and Management School of Wuhan University in July 1989, where he received his bachelor's degree in Economics. In 2001, he enrolled in the Business Administration Programme in the School of Business of Renmin University of China, and obtained a master's degree in Business Administration (MBA) in June 2004. He holds the title of senior accountant. In 1989, Mr. Pang joined Seventh Engineering Division of CSCEC. Subsequently, he joined COHL in September 2004 and served various positions in the subsidiaries of COHL. Mr. Pang also served as the assistant general manager of Finance and Treasury Department of CSC. He had respectively, served as the assistant general manager, deputy general manager and general manager of Finance and Treasury Department of COHL since 2007. Mr. Pang has 31 years of experience in financial management in the fields of construction contracting and real estate investment. Currently, Mr. Pang also serves as the director of Anhui Guoyuan Trust Co., Ltd., while Shenzhen China Overseas Investment Management Co., Ltd., wholly-owned by CSCEC, is the second largest shareholder of Anhui Guoyuan Trust Co., Ltd.

Length of service

Mr. Pang entered into a director service agreement with the Company and it can be terminated by either party giving to other not less than three months' prior written notice. Mr. Pang is not appointed for a specific term of office. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

Mr. Pang does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As at the Latest Practicable Date, Mr. Pang has personal interests in (i) 480,000 A shares (ordinary shares) in CSCECL (SSE Stock Code: 601668) and (ii) 300,000 shares in China State Construction Development Holdings Limited (Stock Exchange Stock Code: 830), both are associated corporations of the Company (within the meaning of Part XV of the SFO). Saved as disclosed above, Mr. Pang does not have, and is not deemed to have, any personal interest in the Shares of the Company within the meaning of Part XV of the SFO.

Director's remuneration

The director's remuneration for Mr. Pang is RMB72,000 per month and discretionary bonuses, such amount being determined by the Board with reference to his job performance, the overall performance of the Company, the remuneration benchmark in the industry and market conditions.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE AGM

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

There is no information of Mr. Pang to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Pang that need to be brought to the attention of the Shareholders.

1. MR. YUNG, WING KI SAMUEL
   SBS, MH, JP, Independent Non-executive Director

Aged 62, was appointed as Independent Non-executive Director of the Company on 9 October 2015. Mr. Yung also serves as chairman of audit committee and a member of remuneration committee, nomination committee and sustainability steering committee of the Company. He is responsible for giving independent strategic advice and guidance on the business and operations of the Group. Mr. Yung is currently an executive district director and honorable advisor of AIA International Limited as well as an honourable adviser of China South City Holdings Limited (a company listed on the Main Board of the Stock Exchange, Stock Code: 1668) (appointed after his retirement from the post of independent non-executive director on 22 September 2020). He is also presently a member of the National Committee of the Chinese People's Political Consultative Conference, the vice chairman of the Committee for Economic Affair of the National Committee of the Chinese People's Political Consultative Conference, the founding president of Hong Kong Professionals and Senior Executives Association, a member cum chairperson of Finance Committee of the Board of Management of the Chinese Permanent Cemeteries, a member of Council of Hong Kong University of Science and Technology, a member of Court of the Open University of Hong Kong and the chairman of the Hong Kong Examinations and Assessment Authority. Mr. Yung was elected the ''Ten Outstanding Young Persons Award'' in 1994. He was awarded the Medal of Honor in 2001, appointed as a Justice of the Peace in 2007 and awarded the Silver Bauhinia Star in 2011 by the Government of the HKSAR respectively. Mr. Yung was also a Standing member of the Chinese People's Political Consultative Conference of Jilin (中國人民政治協商會議吉林省委員會常務委員), Standing Committee member of All-China Youth Federation, member of Commission on Strategic Development of Hong Kong, member of Central Policy Unit, the chairman of Betting and Lotteries Commission of Home Affairs Bureau, chairman of Hong Kong United Youth Association, chairman of Top Outstanding Young Persons Association, board member of General Agents and Managers Association International and chairman of its International Committee, president of The Life Underwriters Association of Hong Kong, chairman of General Agents and Managers Association of Hong Kong and an independent non-executive director and a member of the audit committee of China Overseas Insurance Limited, a wholly-owned subsidiary of CSC for the period from 14 October 2014 to 31 August 2020. Mr. Yung was awarded an Executive Master degree in Business Administration from the Hong Kong University of Science and Technology and has attained certain professional qualifications, including Certified Financial Planner, Registered Financial Consultant, Fellow Chartered Financial Practitioner, Chartered Life Practitioner, Certified Manager of Financial Advisor and Chartered Insurance Agency Manager. He has over 38 years of experience in the insurance sector.

- 13 -

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE AGM

Length of service

Pursuant to the appointment letter entered into between the Company and Mr. Yung, the term of appointment of Mr. Yung is 3 years commencing on 9 October 2018 and he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

Mr. Yung does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As at the Latest Practicable Date, Mr. Yung does not have any interests in Shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Director's remuneration

The director's remuneration for Mr. Yung is HK$400,000 per annum, such amount being determined by the Board with reference to his job performance, the overall performance of the Company, the remuneration benchmark in the industry and market conditions.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

There is no information of Mr. Yung to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Yung that need to be brought to the attention of the Shareholders.

- 14 -

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE AGM

1. MR. LIM, WAN FUNG BERNARD VINCENT
   BBS, JP, PPHKIA, MHKIUD, Independent Non-executive Director

Aged 63, was appointed as Independent Non-executive Director of the Company on 9 October 2015. Mr. Lim also serves as chairman of sustainability steering committee and a member of audit committee, remuneration committee and nomination committee of the Company. He is responsible for giving independent strategic advice and guidance on the business and operations of the Group. Mr. Lim has been a principal of AD+RG Architecture Design and Research Group Ltd. since February 2001. He is also a committee member of the Chinese General Chamber of Commerce since November 2014 and an adviser to the Guangdong Registered Architects Association (廣東省註冊建築師協會) since 2008. Mr. Lim obtained a Bachelor of Arts in Architectural Studies (1st Hons) from The University of Hong Kong in November 1979, a Bachelor degree in Architecture (Distinction) from The University of Hong Kong in November 1981 and a Master of Science in Urban Planning from The University of Hong Kong in November 1985. He is a Registered Architect (Hong Kong) and has been a member of The Hong Kong Institute of Architects (HKIA) since November 1984, Authorized Person (List of Architects) (Hong Kong) since May 1985, a member of Royal Institute of British Architects since March 1985, Asia Pacific Economic Cooperation (APEC) Architect since December 2005, PRC Class 1 Registered Architect Qualification (中華人民共和國一級註冊建築師) since August 2007 and member of Shenzhen Registered Architects Association (深圳市註冊建築師 協會) in September 2012. Mr. Lim was appointed as a Justice of the Peace in 2008 and conferred Bronze Bauhinia Star in 2018 by the Government of HKSAR. He has been a National Committee member of the 12th Chinese People's Political Consultative Conference of the PRC (中國人民政治協商會議第十二屆全國委員會委員), committee member of the 3rd Chinese People's Political Consultative Conference of Chongqing City (中國人民政治協商會議重慶市第三屆委員會委員), an Adjunct Professor of the School of Architecture of The Chinese University of Hong Kong, chairman of Advisory Board of Nan Lian Garden of Home Affairs Bureau, a president of The Hong Kong Institute of Architects, a president of The Hong Kong Institute of Urban Design, a member of Town Planning Board, a member of Antiquities Advisory Board of Development Bureau, a member of the Energy Advisory Committee of Environment Bureau and a member of the Advisory Committee on Education Development Fund of Education Bureau.

Length of service

Pursuant to the appointment letter entered into between the Company and Mr. Lim, the term of appointment of Mr. Lim is 3 years commencing on 9 October 2018 and he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

- 15 -

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE AGM

Relationships

Mr. Lim does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As at the Latest Practicable Date, Mr. Lim does not have any interests in Shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Director's remuneration

The director's remuneration for Mr. Lim is HK$400,000 per annum, such amount being determined by the Board with reference to his job performance, the overall performance of the Company, the remuneration benchmark in the industry and market conditions.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

There is no information of Mr. Lim to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Yung that need to be brought to the attention of the Shareholders.

- 16 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES

The proposed amendments to the Articles are detailed as follows:

Article provisions before amendments	Article provisions after amendments
Article 1	Article 1 (Amended in English version
	only)

1. The regulations in Table A in the 1. The regulations in Table A in the

Schedule to the Companies Law

Schedule to the Companies ActLaw

(Revised) do not apply to the

（AsRevised） do not

apply

to

the

Company.

Company.

Article 2.(1) INTERPRETATION

Article 2.(1) INTERPRETATION

''Articles''

these

Articles

in

their

(a) By revising the following definitions:

present

form

or

as

supplemented

or

''Articles'' or

these

Articles in their

amended

or

''Articles of

present

form

or

as

substituted

from

time

Association''

supplemented

or

to time.

amended

or

substituted

from time

to time.

''business day''

shall

mean a

day

on

''business day''

shall

mean a day

on

which

the

Designated

(Amended

which

the

Designated

Stock

Exchange

in English

Stock

Exchange

generally

is open

for

version only)

generally

is open

for

the business of dealing

the business of dealing

in securities in

Hong

in securities in

Hong

Kong.

For

the

Kong.

For

the

avoidance

of

doubt,

avoidance

of

doubt,

where

the

Designated

where

the

Designated

Stock

Exchange

is

Stock

Exchange

is

closed

for

the

closed

for

the

business of dealing in

business of dealing in

securities

in

Hong

securities

in

Hong

Kong

on

a

business

Kong

on

a business

day for the reason of

day for the reason of

a Number 8 or higher

a Nnumber 8 or higher

Typhoon

Signal,

Ttyphoon

sSignal,

Black

Rainstorm

Bblack

Rrainstorm

Warning

or

other

Wwarning or other

similar

event,

such

similar

event,

such

day

shall

for

the

day

shall

for

the

purposes

of

these

purposes

of

these

Articles be counted as

Articles be counted as

a business day.

a business day.

- 17 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Article provisions before amendments

Article provisions after amendments

''clear days''

in

relation

to

the

''clear days''

in

relation

to

the

period

of

a

notice

(Amended in

period

of

a

notice

that

period

excluding

Chinese version

that

period

excluding

the

day

when

the

only)

the

day

when

the

notice

is

given

or

notice

is

given

or

deemed

to

be

given

deemed

to

be

given

and the day for which

and the day for which

it is given or on which

it is given or on which

it is to take effect.

it is to take effect.

''close associate''

in

relation

to

any

''close associate''

in

relation

to

any

Director,

shall

have

Director,

shall

have

the

same

meaning

as

the

same

meaning

as

defined in the rules of

defined in the rules of

the

Designated

Stock

the

Designated

Stock

Exchange

(''Listing

Exchange

(''Listing

Rules'')

as

modified

Rules'')

as

modified

from

time

to

time,

from

time

to

time,

except

that

for

except

that

for

purposes

of

Article

purposes

of

Article

100

where

the

100

where

the

transaction

or

transaction

or

arrangement

to

be

arrangement

to

be

approved

by

the

approved

by

the

Board

is

a

connected

Board

is

a

connected

transaction referred to

transaction referred to

in the Listing Rules, it

in the Listing Rules, it

shall

have

the

same

shall

have

the

same

meaning

as

that

meaning

as

that

ascribed

to

ascribed

to

''associate''

in

the

''associate''

in

the

Listing Rules.

Listing Rules.

''Notice''

written

notice

unless

''Notice''

written

notice

unless

otherwise

specifically

(Amended in

otherwise

specifically

stated

and

as

further

Chinese version

stated

and

as

further

defined

in

these

only)

defined

in

these

Articles.

Articles.

- 18 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Article provisions before amendments

Article provisions after amendments

''ordinary

a resolution

shall

be

''ordinary

a resolution

shall

be

resolution''

an ordinary resolution

resolution''

an ordinary resolution

when

it

has

been

(Amended in

when

it

has

been

passed

by

a

simple

Chinese version

passed

by

a

simple

majority of votes cast

only)

majority of votes cast

by such

Members

as,

by such

Members

as,

being entitled so to do,

being entitled so to do,

vote in person or, in

vote in person or, in

the

case

of

any

the

case

of

any

Member

being

a

Member

being

a

corporation,

by

its

corporation,

by

its

duly

authorised

duly

authorised

representative

or,

representative

or,

where

proxies

are

where

proxies

are

allowed,

by

proxy at

allowed,

by

proxy at

a general

meeting

of

a general

meeting

of

which Notice has been

which Notice has been

duly

given

in

duly

given

in

accordance

with

accordance

with

Article 59

Article 59

- 19 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Article provisions before amendments

Article provisions after amendments

''special

a resolution shall be a

''special

a resolution shall be a

resolution''

special

resolution

resolution''

special

resolution

when

it

has

been

(Amended in

when

it

has

been

passed

by

a

majority

Chinese version

passed

by

a majority

of

not

less

than

only)

of

not

less

than

three-fourths of votes

three-fourths of votes

cast by such Members

cast by such Members

as, being entitled so to

as, being entitled so to

do, vote in person or,

do, vote in person or,

in the case of such

in the case of such

Members

as

are

Members

as

are

corporations,

by

their

corporations,

by

their

respective

duly

respective

duly

authorised representative

authorised representative

or,

where

proxies

are

or,

where

proxies

are

allowed, by proxy at a

allowed, by proxy at a

general

meeting

of

general

meeting

of

which

Notice

has

which

Notice

has

been

duly

given

in

been

duly

given

in

accordance

with

accordance

with

Article 59.

Article 59.

a

special

resolution

a

special

resolution

shall

be effective

for

shall be

effective

for

any purpose for which

any purpose for which

an ordinary resolution

an ordinary resolution

is

expressed

to

be

is

expressed

to

be

required

under

any

required

under

any

provision

of

these

provision

of

these

Articles

or

the

Articles

or

the

Statutes.

Statutes.

- 20 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Article provisions before amendments

Article provisions after amendments

''Statutes''

the

Law

and

every

''Statutes''

the ActLawand every

other

law

of

the

other

law

of

the

Legislature

of

the

Legislature

of

the

Cayman

Islands

for

Cayman

Islands

for

the

time

being

in

the

time

being

in

force applying

to

or

force

applying to

or

affecting

the

affecting

the

Company,

its

Company,

its

memorandum

of

Mmemorandum

of

association

and/or

association

and/or

these Articles.

these Articles.

''substantial

a

person

who

is

''substantial

a

person

who

is

shareholder''

entitled to exercise, or

shareholder''

entitled to exercise, or

to control the exercise

to control the exercise

of, 10% or more (or

of, 10% or more (or

such other percentage

such other percentage

as

may

be

prescribed

as

may

be

prescribed

by the rules of the

by the Listing rRules

Designated

Stock

of

the

Designated

Exchange

from

time

Stock

Exchangefrom

to time) of the voting

time to time) of the

power at any

general

voting

power at

any

meeting

of

the

general meeting of the

Company.

Company.

- 21 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
		(b) By inserting the following definitions
		alphabetically:
		''Act''	the	Companies	Act,
			Cap. 22 (Act 3 of
			1961,	as	consolidated
			and	revised)	of	the
			Cayman Islands.
		''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.
		''electronic	a communication sent,
		communication''	transmitted,	conveyed
			and	received by	wire,
			by	radio,	by	optical
			means	or	by		other
			electromagnetic
			means	in	any	form
			through any medium.

- 22 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
		''electronic	a general meeting held
		meeting''	and conducted wholly
			and	exclusively	by
			virtual		attendance
			and	participation	by
			Members		and/or
			proxies	by	means	of
			electronic facilities.
		''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.
		''Listing Rules''	rules		of		the
			Designated		Stock
			Exchange.
		''Meeting	has the meaning given
		Location(s)''	to it in Article 64A.
		''Memorandum''	memorandum		of
			association		of	the
			Company.

- 23 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments

''physical meeting'' a general meeting held and conducted by physical attendance and participation by

Members and/or

proxies at the

Principal Meeting Place and/or where applicable, one or

more Meeting Locations.

''Principal Meeting shall have the meaning

Place'' given to it in Article 59(2).

(c) By deleting the following definitions:

''Law''	The Companies Law,
	Cap. 22 (Law 3 of
	1961,	as consolidated
	and	revised)	of	the
	Cayman Islands.
''Subsidiary and	has	the	meanings
Holding	attributed	to	them	in
Company''	the	rules		of	the
	Designated		Stock
	Exchange.

- 24 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 2.(2)(e)		Article 2.(2)(e)

1. expressions referring to writing shall, (e) expressions referring to writing shall,

unless the contrary intention appears,	unless the contrary intention appears,
be construed as including printing,	be construed as including printing,
lithography, photography and other	lithography,	photography	and	other
modes of representing words or figures	modes of representing words or figures
in a visible form, and including where	in aor reproducing words or figures in
the representation takes the form of	a legible and non-transitory form or,
electronic display, provided that both	to the extent permitted by and in
the mode of service of the relevant	accordance with the Statutes and
document or notice and the Member's	other applicable laws, rules and
election comply with all applicable	regulations, any visible substitute for
Statutes, rules and regulations;	writing	(including	an	electronic
	communication),	or	modes	of
	representing	or	reproducing words
	partly in one visible form and partly
	in anothervisible form, and including
	where the representation takes the
	form of electronic display, provided
	that both the mode of service of the
	relevant document or Nnotice and the
	Member's election comply with all
	applicable		Statutes,	rules	and
	regulations;
Article 2.(2)(h)	Article 2.(2)(h)
(h) references to a document being	(h) references	to	a document	(including,
executed include references to it being	but without limitation, a resolution in
executed under hand or under seal or	writing) being signed orbeingexecuted
by electronic signature or by any other	include references to it being signed or
method and references to a notice or	executed under hand or under seal or
document include a notice or	by electronic signature or by electronic
document recorded or stored in any	communication or byany other
digital, electronic, electrical, magnetic	method and references to a Nnotice
or other retrievable form or medium	or document include a Nnotice or
and information in visible form	document recorded or stored in any
whether having physical substance or	digital, electronic, electrical, magnetic
not;	or other retrievable form or medium
	and information in visible form
	whether having physical substance or
	not;

- 25 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 2.(2)(i)		Article 2.(2)(i)

1. Section 8 of the Electronic (i) Section 8 and Section 19of the

Transactions Law (2003) of the	Electronic	Transactions	LawAct
Cayman Islands, as amended from	(2003) of the Cayman Islands, as
time to time, shall not apply to these	amended from time to time, shall not
Articles to the extent it imposes	apply to these Articles to the extent it
obligations or requirements in	imposes obligations or requirements in
addition to those set out in these	addition to those set out in these
Articles.	Articles.;
	Article 2.(2) (newly added)

(j) a reference to a meeting 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;

- 26 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments

(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.

- 27 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Article provisions before amendments

Article provisions after amendments

Article 3

Article 3

…

…

(2)

Subject

to

the

Law,

the

Company's

(2) Subject to the LawAct, the Company's

Memorandum

and

Articles

of

Memorandum and Articles

of

Association

and, where

applicable,

Association

and, where

applicable,

the rules of any Designated Stock

the Listing Rules and/or therules of

Exchange

and/or

any

competent

any Designated Stock Exchange and/

regulatory

authority,

the

Company

or

any

competent

regulatory

shall have the power to purchase or

authority, the Company shall have

otherwise acquire its own shares and

the power to purchase or otherwise

such power shall be exercisable by the

acquire its own shares and such power

Board in such manner, upon such

shall be exercisable by the Board in

terms and subject to such conditions

such manner, upon such terms and

as it in its absolute discretion thinks fit

subject to such conditions as it in its

and any determination by the Board of

absolute discretion thinks fit and any

the manner of purchase shall be

determination by the Board of the

deemed authorised by these Articles

manner of purchase shall be deemed

for purposes of the Law. The

authorised by these Articles for

Company is hereby authorised to

purposes of the LawAct. The

make payments in respect of the

Company is hereby authorised to

purchase of its shares out of capital

make payments in respect of the

or out of any other account or fund

purchase of its shares out of capital

which can be authorised for this

or out of any other account or fund

purpose in accordance with the Law.

which can be authorised for this

purpose in

accordance

with

the

LawAct.

(3)

Subject

to

compliance

with the

rules

(3) Subject to compliance with the Listing

and regulations of the Designated

Rrules

and regulations of the

Stock Exchange and any other

Designated Stock Exchangeand any

relevant

regulatory

authority,

the

other

competentrelevant

regulatory

Company

may

give

financial

authority, the Company may give

assistance for the purpose of or in

financial assistance for the purpose of

connection with a purchase made or to

or in connection with a purchase made

be made by any person of any shares in

or to be made by any person of any

the Company.

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.

(5)No share shall be issued to bearer.

- 28 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 4.		Article 4.

4. The Company may from time to time 4. The Company may from time to time

by ordinary resolution in accordance	by ordinary resolution in accordance
with the Law alter the conditions of its	with the	Law	Actalter the conditions
Memorandum of Association to:		of its Memorandum of Associationto:
…					…
(d) sub-divide its	shares,	or any	of	(d) sub-divide its	shares, or any	of
them, into shares of smaller	them, into shares of smaller
amount than is fixed by the	amount than is fixed by the
Company's	Memorandum	of	Company's	Memorandum	of
Association		(subject,	Association	(subject,
nevertheless, to the Law), and	nevertheless, to the ActLaw),
may	by	such	resolution	and may by such resolution
determine that, as between the	determine that, as between the
holders of the shares resulting	holders of the shares resulting
from such sub-division, one or	from such sub-division, one or
more of the shares may have any	more of the shares may have any
such preferred, deferred or other	such preferred, deferred or other
rights or be subject to any such	rights or be subject to any such
restrictions as compared with the	restrictions as compared with the
other or others as the Company	other or others as the Company
has power to attach to unissued	has power to attach to unissued
or new shares;			or new shares;
…					…
Article 6.					Article 6. (Amended in English version
					only)

6. The Company may from time to time 6. The Company may from time to time

by special resolution, subject to any	by special resolution, subject to any
confirmation or consent required by	confirmation or consent required by
the Law, reduce its share capital or	the LawAct, reduce its share capital or
any capital redemption reserve or	any capital redemption reserve or
other undistributable reserve in any	other undistributable reserve in any
manner permitted by law.	manner permitted by law.

- 29 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 8.		Article 8.

8. (1) Subject to the provisions of the 8. (1) Subject to the provisions of the

Law	and	the	Company's	LawActand the Company's
Memorandum	and	Articles	of	Memorandum	and	Articles	of
Association and to any special	Association and to any special
rights conferred on the holders of	rights conferred on the holders of
any shares or class of shares, any	any shares or class of shares, any
share in the Company (whether	share in the Company (whether
forming part of the present	forming part of the present
capital or not) may be issued	capital or not) may be issued
with or have attached thereto	with or have attached thereto
such	rights	or	restrictions	such rights	or	restrictions
whether in regard to dividend,	whether in regard to dividend,
voting, return of capital or	voting, return of capital or
otherwise as the Board may	otherwise as the Board may
determine.				determine.
(2) Subject to the provisions of the	(2) Subject to the provisions of the
Law, the rules of any Designated	LawAct, the rules of any
Stock	Exchange	and	the	Designated		Stock
Memorandum	and	Articles	of	ExchangeListing Rulesand the
Association of the	Company,	Memorandum	and	Articles	of
and to any special rights	Association of	the	Company,
conferred on the holders of any	and to any special rights
shares or attaching to any class of	conferred on the holders of any
shares, shares may be issued on	shares or attaching to any class of
the terms that they may be, or at	shares, shares may be issued on
the option of the Company or the	the terms that they may be, or at
holder are, liable to be redeemed	the option of the Company or the
on such terms and in such	holder are, liable to be redeemed
manner, including out of capital,	on such terms and in such
as the Board may deem fit.		manner, including out of capital,
					as the Board may deem fit.

- 30 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments		Article provisions after amendments
Article 10.				Article 10.
10. Subject to the Law and without	10. Subject to the	LawAct	and without
prejudice to Article 8, all or any of	prejudice to Article 8, all or any of the
the special rights for the time being	special rights for the time being
attached to the shares or any class of	attached to the shares or any class of
shares may, unless otherwise provided	shares may, unless otherwise provided
by the terms of issue of the shares of	by the terms of issue of the shares of
that class, from time to time (whether	that class, from time to time (whether
or not the Company is being wound	or not the Company is being wound
up) be varied, modified or abrogated	up) be varied, modified or abrogated
either with the consent in writing of	either with the consent in writing of
the holders of	not	less	than	the holders	of not	less than
three-fourths in nominal value of the	three-fourths in nominal value of the
issued shares of that class or with the	issued shares of that class or with the
sanction of a special resolution passed	sanction of a special resolution passed
at a separate general meeting of the	at a separate general meeting of the
holders of the shares of that class. To	holders of the shares of that class. To
every such separate general meeting all	every such separate general meeting all
the provisions of these Articles	the provisions of these Articles
relating to general meetings of the	relating to general meetings of the
Company shall, mutatis mutandis,	Company shall, mutatis mutandis,
apply, but so that:				apply, but so that:
(a) the necessary quorum (other than	(a) the necessary quorum (other than
at an adjourned meeting) shall be	at an adjourned meeting or
two persons (or in the case of a	postponedmeeting) shall be two
Member being a corporation, its	persons (or in the case of a
duly authorized representative)	Member being a corporation, its
holding or representing by proxy	duly authoriszed representative)
not less than one-third in nominal	holding or representing by proxy
value of the issued shares of that	not less than one-third in nominal
class and at any adjourned	value of the issued shares of that
meeting of such holders, two	class and at any adjourned
holders present in person or (in	meeting or postponedmeeting of
the case of a Member being a	such holders, two holders present
corporation) its	duly	authorized	in person or (in the case of a
representative	or	by	proxy	Member being a corporation) its
(whatever the number of shares	duly authoriszed representative
held by them) shall be a quorum;	or by proxy (whatever the
and				number of shares held by them)
				shall be a quorum; and
…
				…

- 31 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Article provisions before amendments

Article provisions after amendments

Article 12.

Article 12.

12. (1) Subject

to

the

Law,

these

12. (1) Subject to

the

ActLaw,

these

Articles, any direction that may

Articles, any direction that may

be given by the Company in

be given by the Company in

general

meeting

and,

where

general

meeting

and,

where

applicable, the rules of any

applicable, the Listing Rrules

of

Designated Stock Exchange and

any Designated Stock Exchange

without prejudice to any special

and without prejudice to any

rights or restrictions for the time

special rights or restrictions for

being attached to any shares or

the time being attached to any

any class of shares, the unissued

shares or any class of shares, the

shares of the Company (whether

unissued shares of the Company

forming part of the original or

(whether forming part of the

any increased capital) shall be at

original or any increased capital)

the disposal of the Board, which

shall be at the disposal of the

may offer, allot, grant options

Board, which may offer, allot,

over or otherwise dispose of

grant options over or otherwise

them to such persons, at such

dispose of them to such persons,

times and for such consideration

at such times and for such

and upon such terms and

consideration and

upon

such

conditions as the Board may in

terms and conditions as the

its absolute

discretion determine

Board may in its absolute

but so that no shares shall be

discretion determine but so that

issued at a discount. Neither the

no shares shall be issued at a

Company nor the Board shall be

discount to their nominal value.

obliged, when making or granting

Neither the Company nor the

any allotment of, offer of, option

Board shall be obliged, when

over or disposal of shares, to

making

or

granting

any

make, or make available, any

allotment of, offer of, option

such allotment, offer, option or

over or disposal of shares, to

shares to Members or others with

make, or make available, any

registered

addresses

in

any

such allotment, offer, option or

particular

territory or territories

shares to Members or others with

being a territory or territories

registered

addresses

in

any

where, in the absence of a

particular

territory

or territories

registration

statement

or

other

being a territory or territories

special formalities, this would or

where, in the absence of a

might, in the opinion of the

registration

statement

or

other

Board,

be

unlawful

or

special formalities, this would or

impracticable. Members

affected

might, in the opinion of the

as a result of the foregoing

Board,

be

unlawful

or

sentence shall not be, or be

impracticable. Members

affected

deemed to be, a separate class of

as a result of the foregoing

members

for

any

purpose

sentence shall not be, or be

whatsoever.

deemed to be, a separate class of

mMembers for any purpose

whatsoever.

- 32 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 13.		Article 13. (Amended in English version
		only)
13. The Company may in connection with	13. The Company may in connection with
the issue of any shares exercise all	the issue of any shares exercise all
powers of paying commission and	powers of paying commission and
brokerage conferred or permitted by	brokerage conferred or permitted by
the Law. Subject to the Law, the	the LawAct. Subject to the LawAct,
commission may be satisfied by the	the commission may be satisfied by the
payment of cash or by the allotment of	payment of cash or by the allotment of
fully or partly paid shares or partly in	fully or partly paid shares or partly in
one and partly in the other.	one and partly in the other.
Article 15.		Article 15. (Amended in English version
		only)
15. Subject to the Law and these Articles,	15. Subject to the LawActand these
the Board may at any time after the	Articles, the Board may at any time
allotment of shares but before any	after the allotment of shares but
person has been entered in the	before any person has been entered in
Register as the holder, recognise a	the Register as the holder, recognise a
renunciation thereof by the allottee in	renunciation thereof by the allottee in
favour of some other person and may	favour of some other person and may
accord to any allottee of a share a	accord to any allottee of a share a
right to effect such renunciation upon	right to effect such renunciation upon
and subject to such terms and	and subject to such terms and
conditions as the Board considers fit	conditions as the Board considers fit
to impose.		to impose.

- 33 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 16.			Article 16.
16. Every share certificate shall be issued	16. Every share certificate shall be issued
under the Seal or a facsimile thereof or	under the Seal or a facsimile thereof or
with the Seal printed thereon and shall	with the Seal printed thereon and shall
specify the number and class and	specify the number and class and
distinguishing numbers (if any) of the	distinguishing numbers (if any) of the
shares to which it relates, and the	shares to which it relates, and the
amount paid up thereon and may	amount paid up thereon and may
otherwise be in such form as the	otherwise be in such form as the
Directors may from time to time	Directors may from time to time
determine. The seal of the Company	determine. The Sseal	of the Company
may only be affixed to a share	may only be affixed or imprintedto a
certificate with the authority of the	share certificate with the authority of
Directors, or be executed under the	the Directors, or be executed under the
signature of appropriate officials with	signature of appropriate officials with
statutory authority,	unless	otherwise	statutory authority,	unless	otherwise
determined by the Directors. No	determined by the Directors. No
certificate shall be issued representing	certificate shall be issued representing
shares of more than one class. The	shares of more than one class. The
Board may by resolution determine,	Board may by resolution determine,
either generally or in any particular	either generally or in any particular
case or cases, that any signatures on	case or cases, that any signatures on
any such certificates (or certificates in	any such certificates (or certificates in
respect of other securities) need not be	respect of other securities) need not be
autographic but may be affixed to such	autographic but may be affixed to
certificates by some mechanical means	such certificates by some mechanical
or may be printed thereon.		means or may be printed thereon.
Article 17.(2)			Article 17.(2)
17. (2) Where a share stands in the names	17. (2) Where a share stands in the names
of two or more persons, the person	of two or more persons, the person
first named in the Register shall as	first named in the Register shall as
regards service of notices and,	regards service of nNotices and,
subject to the provisions of these	subject to the provisions of these
Articles, all or any other matters	Articles, all or any other matters
connected with	the	Company,	connected with	the	Company,
except the transfer of the shares,	except the transfer of the shares,
be deemed the sole holder thereof.	be deemed the sole holder thereof.

- 34 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 19.		Article 19. (Amended in English version
		only)
19. Share certificates shall be issued within	19. Share certificates shall be issued
the relevant time limit as prescribed by	within the relevant time limit as
the Law or as the Designated Stock	prescribed by the LawActor as the
Exchange may from time to time	Designated Stock Exchange may from
determine, whichever is the shorter,	time to time determine, whichever is
after allotment or, except in the case of	the shorter, after allotment or, except
a transfer which the Company is for	in the case of a transfer which the
the time being entitled to refuse to	Company is for the time being entitled
register and does not register, after	to refuse to register and does not
lodgment of a transfer with the	register, after lodgment of a transfer
Company.		with the Company.
Article 22.		Article 22. (Amended in English version
		only)
22. The Company shall have a first and	22. The Company shall have a first and
paramount lien on every share (not	paramount lien on every share (not
being a fully paid share) for all moneys	being a fully paid share) for all moneys
(whether presently payable or not)	(whether presently payable or not)
called or payable at a fixed time in	called or payable at a fixed time in
respect of that share. The Company	respect of that share. The Company
shall also have a first and paramount	shall also have a first and paramount
lien on every share (not being a fully	lien on every share (not being a fully
paid share) registered in the name of a	paid share) registered in the name of a
Member (whether or not jointly with	Member (whether or not jointly with
other Members) for all amounts of	other Members) for all amounts of
money presently payable by such	money presently payable by such
Member or his estate to the Company	Member or his estate to the
whether the same shall have been	Company whether the same shall
incurred before or after notice to the	have been incurred before or after
Company of any equitable or other	notice to the Company of any
interest of any person other than such	equitable or other interest of any
member, and whether the period for	person other than such mMember,
the payment or discharge of the same	and whether the period for the
shall have actually arrived or not, and	payment or discharge of the same
notwithstanding that the same are	shall have actually arrived or not,
joint debts or liabilities of such	and notwithstanding that the same
Member or his estate and any other	are joint debts or liabilities of such
person, whether a Member or not. The	Member or his estate and any other
Company's lien on a share shall extend	person, whether a Member or not. The
to all dividends or other moneys	Company's lien on a share shall extend
payable thereon or in respect thereof.	to all dividends or other moneys
The Board may at any time, generally	payable thereon or in respect thereof.
or in any particular case, waive any	The Board may at any time, generally
lien that has arisen or declare any	or in any particular case, waive any
share exempt in whole or in part, from	lien that has arisen or declare any
the provisions of this Article.	share exempt in whole or in part, from
		the provisions of this Article.

- 35 -

APPENDIX III			PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments		Article provisions after amendments
Article 23.					Article 23.
23. Subject to these Articles, the Company	23. Subject to these Articles, the Company
may sell in such manner as the Board	may sell in such manner as the Board
determines any share on which the	determines any share on which the
Company has a lien, but no sale shall	Company has a lien, but no sale shall
be made unless some sum in respect of	be made unless some sum in respect of
which the lien exists is presently	which the lien exists is presently
payable,	or	the	liability	or	payable,	or	the	liability	or
engagement in respect of which such	engagement in respect of which such
lien exists is liable to be presently	lien exists is liable to be presently
fulfilled or discharged nor until the	fulfilled or discharged nor until the
expiration of fourteen (14) clear days	expiration of fourteen (14) clear days
after a notice in writing, stating and	after a nNotice in writing, stating and
demanding payment of the sum	demanding payment of the sum
presently payable, or specifying the	presently payable, or specifying the
liability or engagement and demanding	liability	or	engagement	and
fulfilment or discharge thereof and	demanding	fulfilment	or discharge
giving notice of the intention to sell	thereof and giving nNotice of the
in default, has been served on the	intention to sell in default, has been
registered holder for the time being	served on the registered holder for the
of the share or the person entitled	time being of the share or the person
thereto by reason of his death or	entitled thereto by reason of his death
bankruptcy.				or bankruptcy.
Article 25.					Article 25.
25. Subject to	these	Articles and to	the	25. Subject to	these Articles and to the
terms of allotment, the Board may	terms of allotment, the Board may
from time to time make calls upon the	from time to time make calls upon the
Members in respect of any moneys	Members in respect of any moneys
unpaid on their shares (whether on	unpaid on their shares (whether on
account of the nominal value of the	account of the nominal value of the
shares or by way of premium), and	shares or by way of premium), and
each Member shall (subject to being	each Member shall (subject to being
given at least fourteen (14) clear days'	given at least fourteen (14) clear days'
Notice specifying the time and place of	Notice specifying the time and place of
payment) pay to the Company as	payment) pay to the Company as
required by such notice the amount	required by such nNotice the amount
called on his shares. A call may be	called on his shares. A call may be
extended, postponed or revoked in	extended, postponed or revoked in
whole or in part as the Board	whole or in part as the Board
determines but no Member shall be	determines but no Member shall be
entitled to any such extension,	entitled to any such extension,
postponement or revocation except as	postponement or revocation except as
a matter of grace and favour.		a matter of grace and favour.

- 36 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 30.		Article 30.
30. On the trial or hearing of any action or	30. On the trial or hearing of any action or
other proceedings for the recovery of	other proceedings for the recovery of
any money due for any call, it shall be	any money due for any call, it shall be
sufficient to prove that the name of the	sufficient to prove that the name of the
Member sued is entered in the Register	Member sued is entered in the Register
as the holder, or one of the holders, of	as the holder, or one of the holders, of
the shares in respect of which such	the shares in respect of which such
debt accrued, that the resolution	debt accrued, that the resolution
making the call is duly recorded in	making the call is duly recorded in
the minute book, and that notice of	the minute book, and that nNotice of
such call was duly given to the	such call was duly given to the
Member sued, in pursuance of these	Member sued, in pursuance of these
Articles; and it shall not be necessary	Articles; and it shall not be necessary
to prove the appointment of the	to prove the appointment of the
Directors who made such call, nor	Directors who made such call, nor
any other matters whatsoever, but the	any other matters whatsoever, but the
proof of the matters aforesaid shall be	proof of the matters aforesaid shall be
conclusive evidence of the debt.	conclusive evidence of the debt.

- 37 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 33.		Article 33. (Amended in Chinese version
		only)
33. The Board may, if it thinks fit, receive	33. The Board may, if it thinks fit, receive
from any Member willing to advance	from any Member willing to advance
the same, and either in money or	the same, and either in money or
money's worth, all or any part of the	money's worth, all or any part of the
moneys uncalled and unpaid or	moneys uncalled and unpaid or
instalments payable upon any shares	instalments payable upon any shares
held by him and upon all or any of the	held by him and upon all or any of the
moneys so advanced (until the same	moneys so advanced (until the same
would, but for such advance, become	would, but for such advance, become
presently payable) pay interest at such	presently payable) pay interest at such
rate (if any) as the Board may decide.	rate (if any) as the Board may decide.
The Board may at any time repay the	The Board may at any time repay the
amount so advanced upon giving to	amount so advanced upon giving to
such Member not less than one (1)	such Member not less than one (1)
month's Notice of its intention in that	month's Notice of its intention in that
behalf, unless before the expiration of	behalf, unless before the expiration of
such notice the amount so advanced	such notice the amount so advanced
shall have been called up on the shares	shall have been called up on the shares
in respect of which it was advanced.	in respect of which it was advanced.
Such payment in advance shall not	Such payment in advance shall not
entitle the holder of such share or	entitle the holder of such share or
shares to participate in respect thereof	shares to participate in respect thereof
in a dividend subsequently declared.	in a dividend subsequently declared.

- 38 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Article provisions before amendments

Article provisions after amendments

Article 34.

Article 34. (Amended in Chinese version

only)

34.

(1)

If a call remains

unpaid after it

34.

(1)

If a call remains

unpaid after it

has become due and payable the

has become due and payable the

Board may give to the person

Board may give to the person

from whom it is due not less than

from whom it is due not less than

fourteen (14) clear days' Notice:

fourteen (14) clear days' Notice:

(a) requiring payment of the

(a) requiring payment of the

amount

unpaid

together

amount

unpaid

together

with any interest which may

with any interest which may

have accrued and which may

have accrued and which may

still accrue up to the date of

still accrue up to the date of

actual payment; and

actual payment; and

(b) stating that if the Notice is

(b) stating that if the Notice is

not complied with the shares

not complied with the shares

on which the call was made

on which the call was made

will be liable to be forfeited.

will be liable to be forfeited.

(2)

If the requirements of

any

such

(2)

If the requirements of

any

such

Notice are not complied with, any

Notice are not complied with, any

share in respect of which such

share in respect of which such

Notice has been given may at any

Notice has been given may at any

time thereafter,

before

payment

time thereafter,

before

payment

of all calls and interest due in

of all calls and interest due in

respect thereof has been made, be

respect thereof has been made, be

forfeited by a resolution of the

forfeited by a resolution of the

Board to that effect, and such

Board to that effect, and such

forfeiture

shall

include

all

forfeiture

shall

include

all

dividends and bonuses

declared

dividends and bonuses

declared

in respect of the forfeited share

in respect of the forfeited share

but not actually paid before the

but not actually paid before the

forfeiture.

forfeiture.

Article 35.

Article 35.

35.

When any share

has

been

forfeited,

35.

When any share

has

been

forfeited,

notice of the forfeiture shall be served

nNotice of the forfeiture shall be

upon the person who was before

served upon the person who was

forfeiture the holder of the share. No

before forfeiture the holder of the

forfeiture shall be invalidated by any

share. No forfeiture shall be

omission or neglect to give such

invalidated by any omission or

Notice.

neglect to give such Notice.

- 39 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 39.		Article 39.
39. A declaration by a	Director or the	39. A declaration by a Director or the
Secretary that a share has been	Secretary that a share has been
forfeited on a specified date shall be	forfeited on a specified date shall be
conclusive evidence of the facts therein	conclusive evidence of the facts therein
stated as against all persons claiming	stated as against all persons claiming
to be entitled to the share, and such	to be entitled to the share, and such
declaration shall (subject to the	declaration shall (subject to the
execution of an instrument of transfer	execution of an instrument of
by the Company if necessary)	transfer by the Company if necessary)
constitute a good title to the share,	constitute a good title to the share,
and the person to whom the share is	and the person to whom the share is
disposed of shall be registered as the	disposed of shall be registered as the
holder of the share and shall not be	holder of the share and shall not be
bound to see to the application of the	bound to see to the application of the
consideration (if any), nor shall his	consideration (if any), nor shall his
title to the share be affected by any	title to the share be affected by any
irregularity in or invalidity of the	irregularity in or invalidity of the
proceedings in reference to the	proceedings in reference to the
forfeiture, sale or disposal of the	forfeiture, sale or disposal of the
share. When any share shall have	share. When any share shall have
been forfeited, notice of the	been forfeited, nNotice of the
declaration shall be given to the	declaration shall be given to the
Member in whose name it stood	Member in whose name it stood
immediately prior to the forfeiture,	immediately prior to the forfeiture,
and an entry of the forfeiture, with	and an entry of the forfeiture, with
the date thereof, shall forthwith be	the date thereof, shall forthwith be
made in the register, but no forfeiture	made in the register, but no forfeiture
shall be in any manner invalidated by	shall be in any manner invalidated by
any omission or neglect to give such	any omission or neglect to give such
notice or make any such entry.	nNotice or make any such entry.

- 40 -

APPENDIX III		PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 44.				Article 44. (Amended in English version
				only)
44. The Register	and branch	register of	44. The Register	and	branch	register of
Members, as the case may be, shall be	Members, as the case may be, shall be
open to inspection for at least two (2)	open to inspection for at least two (2)
hours during business hours by	hours during business hours by
Members without charge or by any	Members without charge or by any
other person, upon a maximum	other person, upon a maximum
payment of $2.50 or such lesser sum	payment of $2.50 or such lesser sum
specified by the Board, at the Office or	specified by the Board, at the Office or
such other place at which the Register	such other place at which the Register
is kept in accordance with the Law or,	is kept in accordance with the LawAct
if appropriate, upon a maximum	or, if appropriate, upon a maximum
payment of $1.00 or such lesser sum	payment of $1.00 or such lesser sum
specified by the Board at the	specified by the Board at the
Registration	Office.	The	Register	Registration	Office. The	Register
including any overseas or local or	including any overseas or local or
other branch register of Members	other branch register of Members
may, after notice has been given by	may, after notice has been given by
advertisement	in	an	appointed	advertisement	in	an	appointed
newspaper or any other newspapers	newspaper or any other newspapers
in accordance with the requirements of	in accordance with the requirements of
any Designated Stock Exchange or by	any Designated Stock Exchange or by
any electronic means in such manner	any electronic means in such manner
as may be accepted by the Designated	as may be accepted by the Designated
Stock Exchange to that effect, be	Stock Exchange to that effect, be
closed at such times or for such	closed at such times or for such
periods not exceeding in the whole	periods not exceeding in the whole
thirty (30) days in each year as the	thirty (30) days in each year as the
Board may determine and either	Board may determine and either
generally or in respect of any class of	generally or in respect of any class of
shares.				shares.

- 41 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 45.				Article 45.
45. Subject to the rules of any Designated	45. Subject to the rules of any Designated
Stock Exchange, notwithstanding any	Stock	ExchangeListing	Rules,
other provision of these Articles the	notwithstanding any	other	provision
Company or the Directors may fix any	of these Articles,the Company or the
date as the record date for:		Directors may fix any date as the
				record date for:
(a) determining the Members entitled	(a) determining the Members entitled
to	receive	any	dividend,	to	receive	any	dividend,
distribution,	allotment	or issue	distribution, allotment or issue;
and such record date may be on,	and	such record date may be on,
or at any time not more than	or at any time not more than
thirty (30) days before or after,	thirty (30) days before or after,
any date on which such dividend,	any date on which such dividend,
distribution, allotment or issue is	distribution, allotment or issue is
declared, paid or made;		declared, paid or made;
(b) determining the Members entitled	(b) determining the Members entitled
to receive notice of and to vote at	to receive nNotice of and to vote
any general meeting of the	at any general meeting of the
Company.			Company.

- 42 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 46.		Article 46.
46. Subject to these Articles, any Member	46. (1)	Subject	to	these	Articles,	any
may transfer all or any of his shares by		Member may transfer all or any
an instrument of transfer in the usual		of his shares by an instrument of
or common form or in a form		transfer in the usual or common
prescribed by the Designated Stock		form or in a form prescribed by
Exchange or in any other form		the Designated Stock	Exchange
approved by the Board and may be		or in any other form approved by
under hand or, if the transferor or		the Board and may be under hand
transferee is a clearing house or its		or, if the transferor or transferee
nominee(s), by hand or by machine		is a clearing house or its
imprinted signature or by such other		nominee(s), by hand or by
manner of execution as the Board may		machine	imprinted signature or
approve from time to time.		by such other 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 applicable laws and the
			Listing Rules that are or shall be
			applicable to such listed shares.

- 43 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 48.(4)		Article 48.(4) (Amended in English version
		only)
(4) Unless the Board otherwise agrees	(4) Unless the Board otherwise agrees
(which agreement may be on such	(which agreement may be on such
terms and subject to such conditions	terms and subject to such conditions
as the Board in its absolute discretion	as the Board in its absolute discretion
may from time to time determine, and	may from time to time determine, and
which agreement the Board shall,	which agreement the Board shall,
without giving any reason therefor,	without giving any reason therefor,
be entitled in its absolute discretion to	be entitled in its absolute discretion to
give or withhold), no shares upon the	give or withhold), no shares upon the
Register shall be transferred to any	Register shall be transferred to any
branch register nor shall shares on any	branch register nor shall shares on any
branch register be transferred to the	branch register be transferred to the
Register or any other branch register	Register or any other branch register
and all transfers and other documents	and all transfers and other documents
of title shall be lodged for registration,	of title shall be lodged for registration,
and registered, in the case of any	and registered, in the case of any
shares on a branch register, at the	shares on a branch register, at the
relevant Registration Office, and, in	relevant Registration Office, and, in
the case of any shares on the Register,	the case of any shares on the Register,
at the Office or such other place at	at the Office or such other place at
which the Register is kept in	which the Register is kept in
accordance with the Law.		accordance with the LawAct.

- 44 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 49.		Article 49. (Amended in English version
			only)
…			…
(c)	the instrument of transfer is lodged at	(c)	the instrument of transfer is lodged at
	the Office or such other place at which		the Office or such other place at which
	the Register is kept in accordance with		the Register is kept in accordance with
	the Law or the Registration Office (as		the LawActor the Registration Office
	the case may be) accompanied by the		(as the case may be) accompanied by
	relevant share certificate(s) and such		the relevant share certificate(s) and
	other evidence as the Board may		such other evidence as the Board may
	reasonably require to show the right		reasonably require to show the right of
	of the transferor to make the transfer		the transferor to make the transfer
	(and, if the instrument of transfer is		(and, if the instrument of transfer is
	executed by some other person on his		executed by some other person on his
	behalf, the authority of that person so		behalf, the authority of that person so
	to do); and			to do); and
…			…
Article 50.		Article 50.
50.	If the Board refuses to register a	50.	If the Board refuses to register a
	transfer of any share, it shall, within		transfer of any share, it shall, within
	two (2) months after the date on which		two (2) months after the date on which
	the transfer was lodged with the		the transfer was lodged with the
	Company, send to each of the		Company, send to each of the
	transferor and transferee notice of the		transferor and transferee nNotice of
	refusal			the refusal.

- 45 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 51.		Article 51.
51. The registration of transfers of shares	51. The registration of transfers of shares
or of any class of shares may, after	or of any class of shares may, after
notice has been given by advertisement	notice	has	been	given	by
in any newspapers or by any other	announcement	or		by	electronic
means in accordance with the	communication	or	byadvertisement
requirements of any Designated Stock	in any newspapers or by any other
Exchange to that effect be suspended	means in accordance with the
at such times and for such periods (not	requirements	of	any	Designated
exceeding in the whole thirty (30) days	Stock Exchange to that effect be
in any year) as the Board may	suspended at such times and for such
determine.		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
		Board in its absolute discretion.
Article 55.(2)		Article 55.(2)
…		…

1. the Company, if so required by the (c) the Company, if so required by the

rules governing the listing of shares on	rules governing the listing of shares on
the Designated Stock Exchange, has	the Designated Stock Exchange,has
given	notice	to,	and	caused	given nNotice of its intention to sell
advertisement	in	newspapers in	such	shares		to,	and	caused
accordance with the requirements of,	advertisement in newspapersboth in
the Designated Stock Exchange to be	daily newspaper and in a newspaper
made of its intention to sell such	circulating in the area of the last
shares in the manner required by the	known address of such Member or
Designated Stock Exchange, and a	any person entitled to the share under
period of three (3) months or such	Article 54 and where applicable, in
shorter period as may be allowed by	each casein accordance with the
the Designated Stock Exchange has	requirements	of,	the Designated
elapsed since the date of such	Stock Exchange	to be made of its
advertisement.				intention to sell such shares in the
					manner required by the 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.
					…

- 46 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 56.			Article 56.
56. An annual general meeting of the	56. An annual general meeting of the
Company shall be held in each year	Company shall be held in each year
other than the year of the Company's	other than the year of the Company's
adoption of these Articles (within a	adoption of these Articles (within a
period of not more than fifteen (15)	period of not more than fifteen (15)
months after the holding of the last	months after the holding of the last
preceding annual general meeting or	preceding annual general meeting or
not more than eighteen (18) months	not more than eighteen (18) months
after the date of adoption of these	after the date of adoption of these
Articles, unless a longer period would	Articles, unless a longer period would
not infringe the rules of the	not infringe the rules of the
Designated Stock Exchange, if any)	Designated	Stock	ExchangeListing
at such time and place as may be	Rules, if any)	at such time and place
determined by the Board.		as may be determined by the Board.
Article 57.			Article 57.
57. Each general meeting, other	than an	57. Each general meeting, other than an
annual general meeting, shall be called	annual general meeting, shall be called
an extraordinary	general	meeting.	an extraordinary	general	meeting.
General meetings may be held in any	AllGgeneral meetings (including an
part of the world as may be	annual	general	meeting,	any
determined by the Board.		adjourned		meeting	or	postponed
			meeting)may be held as a physical
			meetingin any part of the world and at
			one or more Meeting 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.

- 47 -

APPENDIX III			PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments		Article provisions after amendments
Article 58.					Article 58.
58. The Board may whenever it thinks fit	58. The Board may whenever it thinks fit
call	extraordinary general meetings.	call extraordinary	general meetings.
Any one or more Members holding at	Any one or more Members holding at
the date of deposit of the requisition	the date of deposit of the requisition
not less than one-tenth of the paid up	not less than one-tenth of the paid up
capital of the Company carrying the	capital of the Company carrying the
right of voting at general meetings of	right of voting at general meetings of
the Company shall at all times have	the Company shall at all times have
the right, by written requisition to the	the right, by written requisition to the
Board or the Secretary of the	Board or the Secretary of the
Company,		to	require	an	Company,	to	require	an
extraordinary general meeting to be	extraordinary general meeting to be
called by the Board for the transaction	called by the Board for the transaction
of any business specified in such	of any business specified in such
requisition; and such meeting shall be	requisition; and such meeting shall be
held within two (2) months after the	held within two (2) months after the
deposit of such requisition. If within	deposit of such requisition. If within
twenty-one (21) days of such deposit	twenty-one (21) days of such deposit
the Board fails to proceed to convene	the Board fails to proceed to convene
such	meeting	the	requisitionist(s)	such meeting,the requisitionist(s)
himself (themselves) may do so in the	himself (themselves) may do so in the
same manner, and all reasonable	same mannerconvene a physical
expenses	incurred	by	the	meeting at only one location which
requisitionist(s) as a result of the	will be the Principal Meeting Place,
failure of the Board shall be	and all reasonable expenses incurred
reimbursed to the requisitionist(s) by	by the requisitionist(s) as a result of
the Company.				the failure of the Board shall be
						reimbursed to the requisitionist(s) by
						the Company.

- 48 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 59.		Article 59.
59. (1) An annual general meeting must	59. (1) An annual general meeting must
be called by Notice of not less	be called by Notice of not less
than twenty-one (21) clear days	than twenty-one (21) clear days
and not less than twenty (20)	and not less than twenty (20)
clear business days. All other	clear business days. All other
general meetings (including an	general meetings (including an
extraordinary	general meeting)	extraordinary general meeting)
must be called by Notice of not	must be called by Notice of not
less than fourteen (14) clear days	less than fourteen (14) clear days
and not less than ten (10) clear	and not less than ten (10) clear
business days but if permitted by	business days but if permitted by
the rules of the Designated Stock	the rules of the Designated Stock
Exchange, a general meeting may	ExchangeListing Rules, a general
be called by shorter notice,	meeting may be called by shorter
subject to the Law, if it is so	notice, subject to the LawAct, if
agreed:		it is so agreed:
…		…

- 49 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
(2) The notice shall specify the time	(2) The nNotice shall specify (a) the
and place of the meeting and	time and place of the meeting and
particulars of resolutions to be	date of the meeting, (b) save for
considered at the meeting and, in	an electronic meeting, the place of
case of special business, the	the meeting and if there is more
general nature of the business.	than one Meeting Location as
The notice convening an annual	determined	by	the	Board
general meeting shall specify the	pursuant to Article 64A, the
meeting as such. Notice of every	principal place of the meeting
general meeting shall be given to	(the ''Principal Meeting Place''),
all Members other than to such	(c) if the general meeting is to be a
Members as, under the provisions	hybrid meeting or an electronic
of these Articles or the terms of	meeting, the Notice shall include
issue of the shares they hold, are	a statement to that effect and
not entitled to receive such	with details of the electronic
notices from the Company, to all	facilities for	attendance		and
persons entitled to a share in	participation by electronic means
consequence of the death or	at the meeting or where such
bankruptcy or winding-up of a	details will be made available by
Member and to each of the	the Company prior to the
Directors and the Auditors.	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 nNotice 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 nNotices
		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.

- 50 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Article provisions before amendments

Article provisions after amendments

Article 60.

Article 60. (Amended in Chinese version

only)

60. The accidental omission to give Notice

60. The accidental omission to give Notice

of a meeting or (in cases where

of a meeting or (in cases where

instruments of proxy are sent out

instruments of proxy are sent out

with the Notice) to send such

with the Notice) to send such

instrument of

proxy

to,

or

the

instrument

of

proxy

to,

or

the

non-receipt of such Notice or such

non-receipt of such Notice or such

instrument of proxy by, any person

instrument of proxy by, any person

entitled to receive such Notice shall

entitled to receive such Notice shall

not invalidate any resolution passed or

not invalidate any resolution passed or

the proceedings at that meeting.

the proceedings at that meeting.

Article 61.

Article 61.

61. (1) All business shall be deemed

61. (1) All business shall be deemed

special that is transacted at an

special that is transacted at an

extraordinary general

meeting,

extraordinary

general

meeting,

and also all business that is

and also all business that is

transacted at an annual general

transacted at an annual general

meeting, with the exception of:

meeting, with the exception of:

…

…

(d)

appointment

of

Auditors

(d) appointment of Auditors

(where special notice of the

(where special notice of the

intention

for

such

intention

for

such

appointment is not required

appointment is not required

by the Law) and other

by the

Law

Act) and other

officers;

officers;

(e)

the

fixing

of

the

(e) the

fixing

of

the

remuneration

of

the

remuneration

of

the

Auditors, and the voting of

Auditors, and the voting of

remuneration

or

extra

remuneration

or

extra

remuneration

to

the

remuneration

to

the

Directors;

Directors;

(f) the granting of any mandate

(f) the granting of any mandate

or authority to the Directors

or authority to the Directors

to offer, allot, grant options

to offer, allot, grant options

over or otherwise dispose of

over or otherwise dispose of

the unissued shares in the

the unissued shares in the

capital

of

the

Company

capital

of

the

Company

representing

not more

than

representing

not

more

twenty per cent. (20%) in

thantwenty20 per cent.

nominal value of its existing

(20%)in nominal value of

issued share capital; and

its

existing

issued

share

capital; and

…

…

- 51 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
(2)	No business other than the	(2)	No business other than the
	appointment of a chairman of a		appointment of a chairman of a
	meeting shall be transacted at any		meeting shall be transacted at any
	general meeting unless a quorum is		general meeting unless a quorum is
	present at the commencement of the		present at the commencement of the
	business. Two (2) Members entitled to		business. Two (2) Members entitled to
	vote and present in person or by proxy		vote and present in person or by proxy
	or (in the case of a Member being a		or (in the case of a Member being a
	corporation) by its duly authorised		corporation) by its duly authorised
	representative shall form a quorum		representativeshall form a quorum
	for all purposes.			for all purposes.
Article 62.		Article 62.
62.	If within thirty (30) minutes (or such	62.	If within thirty (30) minutes (or such
	longer time not exceeding one hour as		longer time not exceeding one hour as
	the chairman of the meeting may		the chairman of the meeting may
	determine to wait) after the time		determine to wait) after the time
	appointed for the meeting a quorum		appointed for the meeting a quorum
	is not present, the meeting, if convened		is not present, the meeting, if convened
	on the requisition of Members, shall		on the requisition of Members, shall
	be dissolved. In any other case it shall		be dissolved. In any other case it shall
	stand adjourned to the same day in the		stand adjourned to the same day in the
	next week at the same time and place		next week at the same time and (where
	or to such time and place as the Board		applicable) sameplace(s)or to such
	may determine. If at such adjourned		time and place as(where applicable)
	meeting a quorum is not present within		such place(s) and in such form and
	half an hour from the time appointed		manner referred to in Article 57 as the
	for holding the meeting, the meeting		chairman of the meeting (or in default,
	shall be dissolved.			the Board)may absolutelydetermine.
				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.

- 52 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 63.		Article 63.
63. The chairman of the Company shall	63. The chairman of the Company present
preside as chairman at every general	shall preside as chairman at everya
meeting. If at any meeting the	general meeting. If at any meeting
chairman, is not present within	thenochairman,is	not	present within
fifteen (15) minutes after the time	fifteen (15) minutes after the time
appointed for holding the meeting, or	appointed for holding the meeting, or
is not willing to act as chairman, the	is	not	willing to act as chairman, the
Directors present shall choose one of	Directors present shall choose one of
their number to act, or if one Director	their number to act, or if one Director
only is present he shall preside as	only is present he shall preside as
chairman if willing to act. If no	chairman if willing to act. If no
Director is present, or if each of the	Director is present, or if each of the
Directors present declines to take the	Directors present declines to take the
chair, or if the chairman chosen shall	chair, or if the chairman chosen shall
retire from the chair, the Members	retire from the chair, the Members
present in person or (in the case of a	present in person	or (in the case of a
Member being a corporation) by its	Member being a corporation) by its
duly authorised representative or by	duly authorised representativeor by
proxy and entitled to vote shall elect	proxy and entitled to vote shall elect
one of their number to be chairman.	one of their number to be chairman of
		the meeting.

- 53 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 64.		Article 64.
64. The chairman may, with the consent of	64. TheSubject to Article 64C, the
any meeting at which a quorum is	chairman may, with the consent of
present (and shall if so directed by the	any meeting at which a quorum is
meeting), adjourn the meeting from	present (and shall if so directed by the
time to time and/from place to place as	meeting), adjourn the meeting from
the meeting shall determine, but no	time to time (or indefinitely) and/or
business shall be transacted at any	from place to place(s) and/or from one
adjourned meeting other than the	form to another (a physical meeting, a
business which might lawfully have	hybrid meeting or an electronic
been transacted at the meeting had	meeting)as the meeting shall
the adjournment not taken place.	determine, but no business shall be
When a meeting is adjourned for	transacted at any adjourned meeting
fourteen (14) days or more, at least	other than the business which might
seven (7) clear days' notice of the	lawfully have been transacted at the
adjourned meeting shall be given	meeting had the adjournment not
specifying the time and place of the	taken place. When a meeting is
adjourned meeting but it shall not be	adjourned for fourteen (14) days or
necessary to specify in such notice the	more, at least seven (7) clear days'
nature of the business to be transacted	nNotice of the adjourned meeting shall
at the adjourned meeting and the	be given specifying the time and place
general nature of the business to be	of the adjourned meetingdetails set out
transacted. Save as aforesaid, it shall	in Article 59(2)but it shall not be
be unnecessary to give notice of an	necessary to specify in such NNotice
adjournment.		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 Nnotice of
		an adjournment.

- 54 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
		Article 64A. (Newly added)

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;

- 55 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments

(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;

- 56 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments

(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

- 57 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments

(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.

- 58 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
		Article 64B. (Newly added)

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.

- 59 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
		Article 64C. (Newly added)
		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; or

- 60 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments

(e) in his/her absolute discretion, it is

inappropriate, impracticable, unreasonable or undesirable for any reason to allow the meeting to be conducted;

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.

- 61 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
		Article 64D. (Newly added)

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.

- 62 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
		Article 64E. (Newly added)

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:

- 63 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments

(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;

- 64 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments

(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; and

(e) for the avoidance of doubt, the original Notice of the meeting shall remain valid and the Company will not be required to issue a new Notice of the meeting or be subject to the Notice period set out in Article 59 in relation to the postponed meeting.

Article 64F. (Newly added)

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.

- 65 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
		Article 64G. (Newly added)

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.

- 66 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Article provisions before amendments

Article provisions after amendments

Article 66.

Article 66.

66. (1) Subject

to any special rights

or

66. (1) Subject

to any

special rights

or

restrictions as to voting for the

restrictions as to voting for the

time being attached to any shares

time being attached to any shares

by or in accordance with these

by or in accordance with these

Articles, at any general meeting

Articles, at any general meeting

on a poll every Member present

on a poll every Member present

in person or by proxy or, in the

in person or by proxy or, in the

case of a Member being a

case of a Member being a

corporation,

by

its

duly

corporation,

by

its

duly

authorised

representative

shall

authorised

representative

shall

have one vote for every fully

have one vote for every fully

paid share of which he is the

paid share of which he is the

holder but so that no amount

holder but so that no amount

paid up or credited as paid up on

paid up or credited as paid up on

a share in advance of calls or

a share in advance of calls or

instalments is treated for the

instalments is treated for the

foregoing purposes as paid up

foregoing purposes as paid up

on the share. A resolution put to

on the share. A resolution put to

the vote of a meeting shall be

the vote of a meeting shall be

decided by way of a poll save that

decided by way of a poll save that

the chairman of the meeting may

in the case of a physical meeting,

in good faith, allow a resolution

the chairman of the meeting may

which relates purely to a

in good faith, allow a resolution

procedural

or

administrative

which relates purely to a

matter to be voted on by a show

procedural

or

administrative

of hands in which case every

matter to be voted on by a show

Member present in person (or

of hands in which case every

being a corporation, is present

Member present in person

(or

by

a

duly

authorized

being a corporation, is present

representative), or

by proxy(ies)

by

a

duly

authorized

shall have one vote provided that

representative),

or

by proxy(ies)

where more than one proxy is

shall have one vote provided that

appointed by a Member which is

where more than one proxy is

a clearing house (or its

appointed by a Member which is

nominee(s)),

each

such

proxy

a clearing house (or its

shall have one vote on a show of

nominee(s)),

each

such

proxy

hands. For purposes of this

shall have one vote on a show of

Article,

procedural

and

hands. For purposes of this

administrative matters are

those

Article,

procedural

and

that (i) are not on the agenda of

administrative

matters are

those

the general meeting or in any

that (i) are not on the agenda of

supplementary circular that may

the general meeting or in any

be issued by the Company to its

supplementary circular that may

Members; and (ii) relate to the

be issued by the Company to its

chairman's duties to maintain the

Members; and (ii) relate to the

orderly conduct of the meeting

chairman's duties to maintain the

and/or allow the business of the

orderly conduct of the meeting

meeting to be properly and

and/or allow the business of the

effectively

dealt

with,

whilst

meeting to be properly and

allowing

all

Members

a

effectively

dealt

with,

whilst

reasonable

opportunity

to

allowing

all

Members

a

express their views.

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.

- 67 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
(2) Where a show of hands	is allowed,	(2) WhereIn the case of a physical meeting
before or on the declaration of the	wherea show of hands is allowed,
result of the show of hands, a poll may	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	(a)	by at least threetwoMembers
	in person or in the case of a		present in person	or in the case
	Member being a corporation by		of a Member being a corporation
	its duly authorised representative		by	its	duly	authorised
	or by proxy for the time being		representativeor by proxy for
	entitled to vote at the meeting; or		the time being entitled to vote at
				the meeting; or
(b)	by a Member or Members present	(b)	by a Member or Members present
	in person or in the case of a		in person	or in the case of a
	Member being a corporation by		Member being a corporation by
	its duly authorised representative		its duly authorised representative
	or by proxy and representing not		or by proxy and representing not
	less than one- tenth of the total		less than one-tenth of the total
	voting rights of all Members		voting rights of all Members
	having the right to vote at the		having the right to vote at the
	meeting; or			meeting; or
(c)	by a Member or Members present	(c)	by a Member or Members present
	in person or in the case of a		in person	or in the case of a
	Member being a corporation by		Member being a corporation by
	its duly authorised representative		its duly authorised representative
	or by proxy and holding shares in		or by proxy and holding shares in
	the Company conferring a right		the Company conferring a right
	to vote at the meeting being		to vote at the meeting being
	shares on which an aggregate		shares on which an aggregate
	sum has been paid up equal to		sum has been paid up equal to
	not less than one-tenth of the		not less than one-tenth of the
	total sum paid up on all shares		total sum paid up on all shares
	conferring that right.			conferring that right.
A demand by a person as proxy for a	A demand by a person as proxy for a
Member or in the case of a Member being a	Member or in the case of a Member being a
corporation by its duly authorised	corporation by its duly authorised
representative shall be deemed to be the	representative	shall be deemed to be the
same as a demand by the Member.	same as a demand by the Member.

- 68 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 67.		Article 67.
67.	Where a resolution is voted on by a	67.	Where a resolution is voted on by a
	show of hands, a declaration by the		show of hands, a declaration by the
	chairman that a resolution has been		chairman that a resolution has been
	carried, or carried unanimously, or by		carried, or carried unanimously, or by
	a particular majority, or not carried by		a particular majority, or not carried by
	a particular majority, or lost, and an		a particular majority, or lost, and an
	entry to that effect made in the minute		entry to that effect made in the minute
	book of the Company, shall be		book of the Company, shall be
	conclusive evidence of the facts		conclusive evidence of the facts
	without proof of the number or		without proof of the number or
	proportion of the votes recorded for		proportion of the votes recorded for
	or against the resolution. The result of		or against the resolution. The result of
	the poll shall be deemed to be the		the poll shall be deemed to be the
	resolution of the meeting. The		resolution of the meeting. The
	Company shall only be required to		Company shall only be required to
	disclose the voting figures on a poll if		disclose the voting figures on a poll if
	such disclosure is required by the rules		such disclosure is required by the rules
	of the Designated Stock Exchange.		of the Designated Stock Exchange.
				Listing Rules.
Article 70.		Article 70. (Amended in English version
			only)
70.	All questions submitted to a meeting	70.	All questions submitted to a meeting
	shall be decided by a simple majority		shall be decided by a simple majority
	of votes except where a greater		of votes except where a greater
	majority is required by these Articles		majority is required by these Articles
	or by the Law. In the case of an		or by the LawAct. In the case of an
	equality of votes, the chairman of such		equality of votes, the chairman of such
	meeting shall be entitled to a second or		meeting shall be entitled to a second or
	casting vote in addition to any other		casting vote in addition to any other
	vote he may have.			vote he may have.

- 69 -

APPENDIX III			PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments		Article provisions after amendments
Article 72.					Article 72.
72. (1) A Member who is a patient for	72. (1) A Member who is a patient for
any purpose relating to mental	any purpose relating to mental
health or in respect of whom an	health or in respect of whom an
order has been made by any court	order has been made by any court
having	jurisdiction	for	the	having	jurisdiction	for	the
protection or management of the	protection or management of the
affairs of persons incapable of	affairs of persons incapable of
managing their own affairs may	managing their own affairs may
vote, by his receiver, committee,	vote, whether on a show of hands
curator bonis or other person in	or on a poll, by his receiver,
the nature of a receiver,	committee,	curator	bonis	or
committee	or curator	bonis	other person in the nature of a
appointed by such court, and	receiver,	committee	or	curator
such receiver, committee, curator	bonis appointed by such court,
bonis or other person may vote by	and such receiver,	committee,
proxy, and may otherwise act and	curator bonis or other person
be treated as if he were the	may vote by proxy, and may
registered holder of such shares	otherwise act and be treated as
for the purposes of general	if he were the registered holder of
meetings,	provided	that	such	such shares for the purposes of
evidence as the Board may	general	meetings, provided	that
require of the authority of the	such evidence as the Board may
person claiming to vote shall have	require of the authority of the
been deposited at the Office, head	person claiming to vote shall have
office or Registration Office, as	been deposited at the Office, head
appropriate,	not	less	than	office or Registration Office, as
forty-eight (48) hours before the	appropriate,	not	less	than
time appointed for holding the	forty-eight (48) hours before the
meeting, or adjourned meeting, as	time appointed for holding the
the case may be.			meeting,	or	adjourned	meeting,
					or postponed meeting,as the case
					may be.

- 70 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
(2) Any person entitled under Article	(2) Any person entitled under Article
53 to be registered as the holder	53 to be registered as the holder
of any shares may vote at any	of any shares may vote at any
general meeting in respect thereof	general meeting in respect thereof
in the same manner as if he were	in the same manner as if he were
the registered holder of such	the registered holder of such
shares, provided that forty-eight	shares, provided that forty-eight
(48) hours at least before the time	(48) hours at least before the time
of the holding of the meeting or	of the holding of the meeting or
adjourned meeting, as the case	adjourned meeting or postponed
may be, at which he proposes to	meeting, as the case may be, at
vote, he shall satisfy the Board of	which he proposes to vote, he
his entitlement to such shares, or	shall satisfy the Board of his
the Board shall have previously	entitlement to such shares, or
admitted his right to vote at such	the Board shall have previously
meeting in respect thereof.	admitted his right to vote at such
			meeting in respect thereof.
Article 73.			Article 73.
…			…
(2) Where the Company has	knowledge	(2) Where the Company has knowledge
that any Member is, under the rules of	that any Member is, under the rules of
the Designated	Stock	Exchange,	the Designated Stock ExchangeListing
required to abstain from voting on	Rules, required to abstain from voting
any particular resolution of the	on any particular resolution of the
Company or restricted to voting only	Company or restricted to voting only
for or only against any particular	for or only against any particular
resolution of the Company, any votes	resolution of the Company, any votes
cast by or on behalf of such Member in	cast by or on behalf of such Member in
contravention of such requirement or	contravention of such requirement or
restriction shall not be counted.	restriction shall not be counted.

- 71 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 74.			Article 74.
74. If:			74. If:
(a) any objection shall	be raised to		(a) any objection shall be raised to
the qualification of any voter; or		the qualification of any voter; or
(b) any votes have been counted		(b) any votes have been counted
which ought not to have been		which ought not to have been
counted or which might have		counted or which might have
been rejected; or			been rejected; or
(c) any votes are not counted which		(c) any votes are not counted which
ought to have been counted;		ought to have been counted;
the objection or error shall not vitiate		the objection or error shall not vitiate
the decision of the meeting or adjourned		the decision of the meeting or adjourned
meeting on any resolution unless the same		meeting or postponedmeeting on any
is raised or pointed out at the meeting or, as		resolution unless the same is raised or
the case may be, the adjourned meeting at		pointed out at the meeting or, as the case
which the vote objected to is given or		may be, the adjourned meeting or
tendered or at which the error occurs.		postponed meeting at which the vote
Any objection or error shall be referred to		objected to is given or tendered or at
the chairman of the meeting and shall only		which the error occurs. Any objection or
vitiate the decision of the meeting on any		error shall be referred to the chairman of
resolution if the chairman decides that the		the meeting and shall only vitiate the
same may have affected the decision of the		decision of the meeting on any resolution
meeting. The decision of the chairman on		if the chairman decides that the same may
such matters shall be final and conclusive.		have affected the decision of the meeting.
			The decision of the chairman on such
			matters shall be final and conclusive.

- 72 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Article provisions before amendments

Article provisions after amendments

Article 77.

Article 77.

77. The instrument appointing a proxy

77. (1) The Company may, at its

and (if required by the Board) the

absolute

discretion,

provide

an

power of attorney or other authority

electronic address for the receipt

(if any) under which it is signed, or a

of any document or information

certified copy of such power or

relating to proxies for a general

authority, shall be delivered to such

meeting

(including

any

place or one of such places (if any) as

instrument

of

proxy

or

may be specified for that purpose in or

invitation to appoint a proxy,

by way of note to or in any document

any document necessary to show

accompanying

the notice convening

the validity of, or otherwise

the meeting (or, if no place is so

relating to, an appointment of

specified at the Registration Office or

proxy (whether or not required

the Office, as may be appropriate) not

under these Articles) and notice

less than forty-eight (48) hours before

of termination of the authority of

the time appointed for holding the

a proxy). If such an electronic

meeting or adjourned meeting at which

address is provided, the Company

the person named in the instrument

shall be deemed to have agreed

proposes to vote. No instrument

that any such document or

appointing a proxy shall be valid

information

(relating to

proxies

after the expiration of twelve (12)

as aforesaid) may be sent by

months from the date named in it as

electronic means to that address,

the date of its execution, except at an

subject as hereafter provided and

adjourned meeting in cases where the

subject to any other limitations

meeting was originally held within

or conditions specified by the

twelve (12) months from such date.

Company

when

providing

the

Delivery of an instrument appointing a

address. Without

limitation,

the

proxy shall not preclude a Member

Company may from time to time

from attending and voting in person at

determine

that

any

such

the meeting convened and in such

electronic address may be used

event, the instrument appointing a

generally for such matters or

proxy shall be deemed to be revoked.

specifically

for

particular

meetings or purposes and, if so,

the

Company

may

provide

different electronic addresses for

different purposes. The Company

may also impose any conditions

on the transmission of and its

receipt

of

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.

- 73 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments

(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 nNotice 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 meetingat which the person named in the instrument proposes to vote. All proxy forms shall be valid (unless revoked or replaced by a new proxy form) if they are received not less than 48 hours before the time appointed for holding the meeting or adjourned meeting or

postponed meeting. 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 meetingin 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 personat the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

- 74 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 78.		Article 78.
78. Instruments of proxy shall be in any	78. Instruments of proxy shall be in any
common form or in such other form as	common form or in such other form as
the Board may approve (provided that	the Board may approve (provided that
this shall not preclude the use of the	this shall not preclude the use of the
two-way form) and the Board may, if	two-way form) and the Board may, if
it thinks fit, send out with the notice of	it thinks fit, send out with the nNotice
any meeting forms of instrument of	of any meeting forms of instrument of
proxy for use at the meeting. The	proxy for use at the meeting. The
instrument of proxy shall be deemed	instrument of proxy shall be deemed
to confer authority to vote on any	to confer authority to vote on any
amendment of a resolution put to the	amendment of a resolution put to the
meeting for which it is given as the	meeting for which it is given as the
proxy thinks fit. The instrument of	proxy thinks fit. The instrument of
proxy shall, unless the contrary is	proxy shall, unless the contrary is
stated therein, be valid as well for	stated therein, be valid as well for
any adjournment of the meeting as for	any adjournment or postponementof
the meeting to which it relates.	the meeting as for the meeting to
		which it relates. The Board may
		decide, either generally or in any
		particular case, to treat a proxy
		appointment as valid notwithstanding
		that the appointment or any of the
		information	required	under	these
		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.

- 75 -

APPENDIX III		PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments		Article provisions after amendments
Article 79.					Article 79.
79. A vote	given	in accordance with	the	79. A vote given in accordance with the
terms of an instrument of proxy shall	terms of an instrument of proxy shall
be valid notwithstanding the previous	be valid notwithstanding the previous
death or insanity of the principal, or	death or insanity of the principal, or
revocation of the instrument of proxy	revocation of the instrument of proxy
or of the authority under which it was	or of the authority under which it was
executed, provided that no intimation	executed, provided that no intimation
in writing of such death, insanity or	in writing of such death, insanity or
revocation shall have been received by	revocation shall have been received by
the Company at the Office or the	the Company at the Office or the
Registration Office (or such other	Registration Office (or such other
place as may be specified for the	place as may be specified for the
delivery of instruments of proxy in	delivery of instruments of proxy in
the notice convening the meeting or	the nNotice convening the meeting or
other document sent therewith) two (2)	other document sent therewith) two
hours	at	least	before	the	(2) hours at least before the
commencement of the meeting or	commencement of the meeting or
adjourned meeting, at which the	adjourned meeting or postponed
instrument of proxy is used.		meeting, at which the instrument of
					proxy is used.

- 76 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 82.		Article 82.
82. A resolution in writing signed (in such	82. A resolution in writing signed (in such
manner as to indicate, expressly or	manner as to indicate, expressly or
impliedly, unconditional approval) by	impliedly, unconditional approval) by
or on behalf of all persons for the time	or on behalf of all persons for the time
being entitled to receive notice of and	being entitled to receive nNotice of
to attend and vote at general meetings	and to attend and vote at general
of the Company shall, for the purposes	meetings of the Company shall, for
of these Articles, be treated as a	the purposes of these Articles, be
resolution duly passed at a general	treated as a resolution duly passed at
meeting of the Company and, where	a general meeting of the Company
relevant, as a special resolution so	and, where relevant, as a special
passed. Any such resolution shall be	resolution so passed. Any such
deemed to have been passed at a	resolution shall be deemed to have
meeting held on the date on which it	been passed at a meeting held on the
was signed by the last Member to sign,	date on which it was signed by the last
and where the resolution states a date	Member to sign, and where the
as being the date of his signature	resolution states a date as being the
thereof by any Member the statement	date of his signature thereof by any
shall be prima facie evidence that it	Member the statement shall be prima
was signed by him on that date. Such a	facie evidence that it was signed by
resolution may consist of several	him on that date. Such a resolution
documents in the like form, each	may consist of several documents in
signed by one or more relevant	the like form, each signed by one or
Members.		more relevant Members.

- 77 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Article provisions before amendments

Article provisions after amendments

Article 83.

Article 83.

83. (1)

Unless

otherwise

determined by

83. (1)

Unless

otherwise

determined

by

the Company in general meeting,

the Company in general meeting,

the number of Directors shall not

the number of Directors shall not

be less than two (2). There shall

be less than two (2). There shall

be no maximum number of

be no maximum number of

Directors

unless

otherwise

Directors

unless

otherwise

determined from time to time by

determined from time to time by

the Members in general meeting.

the Members in general meeting.

The Directors shall be elected or

The Directors shall be elected or

appointed in the first place by the

appointed in the first place by the

subscribers to the Memorandum

subscribers to the Memorandum

of Association or by a majority of

of Associationor by a majority of

them

and

thereafter

in

them

and

thereafter

in

accordance with Article 84 called

accordance

with

Article

84

for such purpose and who shall

called for such purpose and who

hold office for such term as the

shall hold office for such term as

Members may determine or, in

the Members may determine or,

the

absence

of

such

in the absence of such

determination,

in

accordance

determination,

in

accordance

with Article 84 or until their

with Article 84 or until their

successors

are

elected

or

successors

are

elected

or

appointed or their office is

appointed or their office is

otherwise vacated.

otherwise vacated.

(2)

Subject

to

the Articles and

the

(2)

Subject

to

the Articles and

the

Law, the Company may by

LawAct, the Company may by

ordinary

resolution

elect

any

ordinary

resolution

elect

any

person to be a Director either to

person to be a Director either to

fill a casual vacancy on the

fill a casual vacancy on the

Board, or as an addition to the

Board, or as an addition to the

existing Board.

existing Board.

- 78 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
(3) The Directors shall have the	(3) The Directors shall have the
power from time to time and at	power from time to time and at
any time to appoint any person as	any time to appoint any person as
a Director either to fill a casual	a Director either to fill a casual
vacancy on the Board or as an	vacancy on the Board or as an
addition to the existing Board.	addition to the existing Board.
Any Director appointed by the	Any Director appointed by the
Board to fill a casual vacancy	Board to fill a casual vacancy
shall hold office until the first	shall hold office until the first
general meeting of Members after	general meeting of Members after
his appointment and be subject to	his appointment and be subject to
re-election at such meeting and	re-election at such meeting and
any Director appointed by the	any Director appointed by the
Board as an addition to the	Board as an addition to the
existing Board shall hold office	existing Board shall hold office
only until the next following	only until the next following
annual general meeting of the	annual general meeting of the
Company and shall then be	Company and shall then be
eligible for re-election.	eligible for re-election.
(4) Neither a Director nor an	(4) Neither a Director nor an
alternate	Director shall be	alternate	Director	shall be
required to hold any shares of	required to hold any shares of
the Company by way of	the Company by way of
qualification and a Director or	qualification and a Director or
alternate Director (as the case	alternate Director (as the case
may be) who is not a Member	may be) who is not a Member
shall be entitled to receive notice	shall be	entitled	to receive
of and to attend and speak at any	nNotice of and to attend and
general meeting of the Company	speak at any general meeting of
and of all classes of shares of the	the Company and of all classes of
Company.		shares of the Company.
…		…

- 79 -

APPENDIX III			PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments		Article provisions after amendments
(6) A vacancy on the Board created	(6) A vacancy on the Board created
by the removal of a Director	by the removal of a Director
under	the	provisions	of	under	the	provisions	of
subparagraph (5) above may be	subparagraph (5) above may be
filled by the election or	filled by the election or
appointment	by	ordinary	appointment	by	ordinary
resolution the Members at the	resolution ofthe Members at the
meeting at which such Director	meeting at which such Director is
is removed.				removed.
…					…
Article 85.					Article 85. (Amended in Chinese version
					only)
85. No person other than a Director	85. No person other than a Director
retiring at the meeting shall, unless	retiring at the meeting shall, unless
recommended by the Directors for	recommended by the Directors for
election, be eligible for election as a	election, be eligible for election as a
Director at any general meeting unless	Director at any general meeting unless
a Notice signed by a Member (other	a Notice signed by a Member (other
than the person to be proposed) duly	than the person to be proposed) duly
qualified to attend and vote at the	qualified to attend and vote at the
meeting for which such notice is given	meeting for which such notice is given
of his intention to propose such person	of his intention to propose such person
for election and also a Notice signed	for election and also a Notice signed
by the person to be proposed of his	by the person to be proposed of his
willingness to be elected shall have	willingness to be elected shall have
been lodged at the head office or at the	been lodged at the head office or at the
Registration Office provided that the	Registration Office provided that the
minimum length of the period, during	minimum length of the period, during
which such Notice(s) are given, shall	which such Notice(s) are given, shall
be at least seven (7) days and that (if	be at least seven (7) days and that (if
the Notices are submitted after the	the Notices are submitted after the
despatch of the notice of the general	despatch of the notice of the general
meeting appointed for such election)	meeting appointed for such election)
the period for lodgment of such	the period for lodgment of such
Notice(s) shall commence on the day	Notice(s) shall commence on the day
after the despatch of the notice of the	after the despatch of the notice of the
general meeting appointed for such	general meeting appointed for such
election and end no later than seven	election and end no later than seven
(7) days prior to the date of such	(7) days prior to the date of such
general meeting.				general meeting.

- 80 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 89.		Article 89. (Amended in Chinese version
		only)
89. Any Director may at any time by	89. Any Director may at any time by
Notice delivered to the Office or head	Notice delivered to the Office or head
office or at a meeting of the Directors	office or at a meeting of the Directors
appoint any person (including another	appoint any person (including another
Director) to be his alternate Director.	Director) to be his alternate Director.
Any person so appointed shall have all	Any person so appointed shall have all
the rights and powers of the Director	the rights and powers of the Director
or Directors for whom such person is	or Directors for whom such person is
appointed in the alternative provided	appointed in the alternative provided
that such person shall not be counted	that such person shall not be counted
more than once in determining	more than once in determining
whether or not a quorum is present.	whether or not a quorum is present.
An alternate Director may be removed	An alternate Director may be removed
at any time by the body which	at any time by the body which
appointed him and, subject thereto,	appointed him and, subject thereto,
the office of alternate Director shall	the office of alternate Director shall
continue until the happening of any	continue until the happening of any
event which, if he were a Director,	event which, if he were a Director,
would cause him to vacate such office	would cause him to vacate such office
or if his appointer ceases for any	or if his appointer ceases for any
reason to be a Director. Any	reason to be a Director. Any
appointment or removal of an	appointment or removal of an
alternate Director shall be effected by	alternate Director shall be effected by
Notice signed by the appointor and	Notice signed by the appointor and
delivered to the Office or head office	delivered to the Office or head office
or tendered at a meeting of the Board.	or tendered at a meeting of the Board.
An alternate Director may also be a	An alternate Director may also be a
Director in his own right and may act	Director in his own right and may act
as alternate to more than one Director.	as alternate to more than one
An alternate Director shall, if his	Director. An alternate Director shall,
appointor so requests, be entitled to	if his appointor so requests, be entitled
receive notices of meetings of the	to receive notices of meetings of the
Board or of committees of the Board	Board or of committees of the Board
to the same extent as, but in lieu of,	to the same extent as, but in lieu of,
the Director appointing him and shall	the Director appointing him and shall
be entitled to such extent to attend and	be entitled to such extent to attend and
vote as a Director at any such meeting	vote as a Director at any such meeting
at which the Director appointing him	at which the Director appointing him
is not personally present and generally	is not personally present and generally
at such meeting to exercise and	at such meeting to exercise and
discharge all the functions, powers	discharge all the functions, powers
and duties of his appointor as a	and duties of his appointor as a
Director and for the purposes of the	Director and for the purposes of the
proceedings at such meeting the	proceedings at such meeting the
provisions of these Articles shall	provisions of these Articles shall
apply as if he were a Director save	apply as if he were a Director save
that as an alternate for more than one	that as an alternate for more than one
Director his voting rights shall be	Director his voting rights shall be
cumulative.		cumulative.

- 81 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 90.		Article 90.
90. An alternate Director shall only be a	90. An alternate Director shall only be a
Director for the purposes of the Law	Director for the purposes of	the
and shall only be subject to the	LawActand shall only be subject to
provisions of the Law insofar as they	the provisions of the LawActinsofar
relate to the duties and obligations of a	as they relate to the duties and
Director when	performing the	obligations of a Director when
functions of the Director for whom	performing the functions of the
he is appointed in the alternative and	Director for whom he is appointed in
shall alone be responsible to the	the alternative and shall alone be
Company for his acts and defaults	responsible to the Company for his
and shall not be deemed to be the	acts and defaults and shall not be
agent of or for the Director appointing	deemed to be the agent of or for the
him. An alternate Director shall be	Director appointing him. An alternate
entitled to contract and be interested	Director shall be entitled to contract
in and benefit from contracts or	and be interested in and benefit from
arrangements or transactions and to	contracts	or	arrangements	or
be repaid expenses and to be	transactions and to be repaid
indemnified by the Company to the	expenses and to be indemnified by
same extent mutatis mutandis as if he	the Company to the same extent
were a Director but he shall not be	mutatis mutandis as if he were a
entitled to receive from the Company	Director but he shall not be entitled
any fee in his capacity as an alternate	to receive from the Company any fee
Director except only such part, if any,	in his capacity as an alternate Director
of the remuneration otherwise payable	except only such part, if any, of the
to his appointor as such appointor	remuneration otherwise payable to his
may by Notice to the Company from	appointor as such appointor may by
time to time direct.		Notice to the Company from time to
		time direct.

- 82 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 91.		Article 91.
91. Every person	acting as an alternate	91. Every person acting as an alternate
Director shall have one vote for each	Director shall have one vote for each
Director for whom he acts as alternate	Director for whom he acts as alternate
(in addition to his own vote if he is	(in addition to his own vote if he is
also a Director). If his appointor is for	also a Director). If his appointor is for
the time being absent from Hong	the time being absent from Hong
Kong or otherwise not available or	Kong or otherwise not available or
unable to act, the signature of an	unable to act, the signature of an
alternate Director to any resolution	alternate Director to any resolution
in writing of the Board or a committee	in writing of the Board or a committee
of the Board of which his appointor is	of the Board of which his appointor is
a member shall, unless the notice of his	a member shall, unless the nNotice of
appointment provides to the contrary,	his appointment provides to the
be as effective as the signature of his	contrary, be as effective as the
appointor.		signature of his appointor.

- 83 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 97.		Article 97. (Amended in English version
		only)
…		…

1. continue to be or become a director, (c) continue to be or become a director,

managing	director,	joint	managing	managing	director,	joint	managing
director,	deputy	managing	director,	director,	deputy		managing	director,
executive director, manager or other	executive director, manager or other
officer or member of any other	officer or member of any other
company promoted by the Company	company promoted by the Company
or in which the Company may be	or in which the Company may be
interested as a vendor, shareholder or	interested as a vendor, shareholder or
otherwise	and	(unless	otherwise	otherwise	and		(unless	otherwise
agreed) no such Director shall be	agreed) no such Director shall be
accountable for	any	remuneration,	accountable for		any	remuneration,
profits or other benefits received by	profits or other benefits received by
him as a director, managing director,	him as a director, managing director,
joint	managing		director,	deputy	joint	managing	director,	deputy
managing director, executive director,	managing director, executive director,
manager or other officer or member of	manager or other officer or member of
or from his interests in any such other	or from his interests in any such other
company.	Subject		as	otherwise	company.	Subject		as	otherwise
provided by these Articles the	provided by these Articles the
Directors may exercise or cause to be	Directors may exercise or cause to be
exercised the voting powers conferred	exercised the voting powers conferred
by the shares in any other company	by the shares in any other company
held or owned by the Company, or	held or owned by the Company, or
exercisable by them as Directors of	exercisable by them as Directors of
such other company in such manner in	such other company in such manner in
all respects as they think fit (including	all respects as they think fit (including
the exercise thereof in favour of any	the exercise thereof in favour of any
resolution	appointing	themselves or	resolution	appointing	themselves or
any of them directors, managing	any of themthedirectors, managing
directors,	joint	managing	directors,	directors,	joint	managing	directors,
deputy	managing directors,	executive	deputy	managing	directors,	executive
directors, managers or other officers	directors, managers or other officers
of such company) or voting or	of such company) or voting or
providing for the payment of	providing for the payment of
remuneration	to		the	director,	remuneration	to		the	director,
managing	director,	joint	managing	managing	director,	joint	managing
director,	deputy	managing	director,	director,	deputy		managing	director,
executive director, manager or other	executive director, manager or other
officers of such other company and	officers of such other company and
any Director may vote in favour of the	any Director may vote in favour of the
exercise of such voting rights in	exercise of such voting rights in
manner		aforesaid	notwithstanding	manner		aforesaid	notwithstanding
that he may be, or about to be,	that he may be, or about to be,
appointed	a	director,	managing	appointed	a	director,	managing
director,	joint	managing	director,	director,	joint		managing	director,
deputy	managing director,	executive	deputy	managing	director,	executive
director, manager or other officer of	director, manager or other officer of
such a company, and that as such he is	such a company, and that as such he is
or may become interested in the	or may become interested in the
exercise of such voting rights in	exercise of such voting rights in
manner aforesaid.				manner aforesaid.

- 84 -

APPENDIX III		PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments		Article provisions after amendments
Article 98.				Article 98. (Amended in English version
				only)
98. Subject to the Law and to these	98. Subject to	the LawActand to	these
Articles, no Director or proposed or	Articles, no Director or proposed or
intending	Director	shall	be	intending	Director	shall	be
disqualified by his office from	disqualified by his office from
contracting with the Company, either	contracting with the Company, either
with regard to his tenure of any office	with regard to his tenure of any office
or place of profit or as vendor,	or place of profit or as vendor,
purchaser or in any other manner	purchaser or in any other manner
whatsoever, nor shall any such	whatsoever, nor shall any such
contract or any other contract or	contract or any other contract or
arrangement in which any Director is	arrangement in which any Director is
in any way interested be liable to be	in any way interested be liable to be
avoided, nor shall any Director so	avoided, nor shall any Director so
contracting or being so interested be	contracting or being so interested be
liable to account to the Company or	liable to account to the Company or
the Members for any remuneration,	the Members for any remuneration,
profit or other benefits realised by any	profit or other benefits realised by any
such contract or arrangement by	such contract or arrangement by
reason of such Director holding that	reason of such Director holding that
office or of the fiduciary relationship	office or of the fiduciary relationship
thereby established provided that such	thereby established provided that such
Director shall disclose the nature of	Director shall disclose the nature of
his interest in any contract or	his interest in any contract or
arrangement in which he is interested	arrangement in which he is interested
in accordance with Article 99 herein.	in accordance with Article 99 herein.

- 85 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 99.		Article 99. (Amended in Chinese version
		only)
99. A Director who to his knowledge is in	99. A Director who to his knowledge is in
any way, whether directly or	any way, whether directly or
indirectly, interested in a contract or	indirectly, interested in a contract or
arrangement or proposed contract or	arrangement or proposed contract or
arrangement with the Company shall	arrangement with the Company shall
declare the nature of his interest at the	declare the nature of his interest at the
meeting of the Board at which the	meeting of the Board at which the
question of entering into the contract	question of entering into the contract
or arrangement is first considered, if	or arrangement is first considered, if
he knows his interest then exists, or in	he knows his interest then exists, or in
any other case at the first meeting of	any other case at the first meeting of
the Board after he knows that he is or	the Board after he knows that he is or
has become so interested. For the	has become so interested. For the
purposes of this Article, a general	purposes of this Article, a general
Notice to the Board by a Director to	Notice to the Board by a Director to
the effect that:	the effect that:
(a) he is a	member or officer of a	(a) he is	a member or	officer of a
specified company or firm and is	specified company or firm and is
to be regarded as interested in any	to be regarded as interested in
contract	or arrangement which	any	contract or	arrangement
may after the date of the Notice	which may after the date of the
be made with that company or	Notice be made with that
firm; or		company or firm; or
(b) he is to be regarded as interested	(b) he is to be regarded as interested
in any contract or arrangement	in any contract or arrangement
which may after the date of the	which may after the date of the
Notice be made with a specified	Notice be made with a specified
person who is connected with	person who is connected with
him;		him;
shall be deemed to be a sufficient	shall be deemed to be a sufficient
declaration of interest under this Article	declaration of interest under this Article
in relation to any such contract or	in relation to any such contract or
arrangement, provided that no such	arrangement, provided that no such
Notice shall be effective unless either it is	Notice shall be effective unless either it is
given at a meeting of the Board or the	given at a meeting of the Board or the
Director takes reasonable steps to secure	Director takes reasonable steps to secure
that it is brought up and read at the next	that it is brought up and read at the next
Board meeting after it is given.	Board meeting after it is given.

- 86 -

APPENDIX III			PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments			Article provisions after amendments
Article 100.						Article 100.
100. (1) A Director shall not vote (nor be	100. (1) A Director shall not vote (nor be
counted in the quorum) on any	counted in the quorum) on any
resolution	of		the	Board	resolution	of		the	Board
approving	any	contract	or	approving	any	contract	or
arrangement	or	any	other	arrangement	or	any	other
proposal in which he or any of	proposal in which he or any of
his close associates is materially	his close associates is materially
interested, but	this prohibition	interested, but	this prohibition
shall not apply to any of the	shall not apply to any of the
following matters namely:			following matters namely:
(i) any contract or arrangement	(i)(a)any contract or arrangement
for the giving to such	for the giving to such
Director		or	his	close	Director		or	his	close
associate(s)	any security	or	associate(s)	any security	or
indemnity	in	respect	of	indemnity	in	respect	of
money lent by him or any	money lent by him or any
of his close associate(s) or	of his close associate(s) or
obligations		incurred	or	obligations		incurred	or
undertaken by him or any	undertaken by him or any
of his close associate(s) at	of his close associate(s) at
the request of or for the	the request of or for the
benefit of the Company or	benefit of the Company or
any of its subsidiaries;			any of its subsidiaries;

- 87 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Article provisions before amendments

Article provisions after amendments

(ii)

any contract or arrangement

(ii)(b)any contract or arrangement

for the giving of any security

for the giving of any security

or indemnity to a third party

or indemnity to a third party

in respect of a debt or

in respect of a debt or

obligation

of

the

Company

obligation

of

the

Company

or any of its subsidiaries for

or any of its subsidiaries for

which the Director or his

which the Director or his

close

associate(s)

has

close

associate(s)

has

himself/themselves

assumed

himself/themselves

assumed

responsibility in whole or in

responsibility in whole or in

part whether alone or jointly

part whether alone or jointly

under

a

guarantee

or

under

a

guarantee

or

indemnity or by the giving

indemnity or by the giving

of security;

of security;

(iii)

any contract or arrangement

(iii)(c)any contract or arrangement

concerning an offer of shares

concerning an offer of shares

or debentures

or

other

or debentures

or

other

securities of or by the

securities of or by the

Company

or

any

other

Company

or

any

other

company

which

the

company

which

the

Company

may

promote or

Company

may

promote or

be

interested

in

for

be

interested

in

for

subscription

or

purchase,

subscription

or

purchase,

where the Director or his

where the Director or his

close

associate(s)

is/are or

close

associate(s)

is/are or

is/are to be interested as a

is/are to be interested as a

participant

in

the

participant

in

the

underwriting

or

underwriting

or

sub-underwriting of the

sub-underwriting of the

offer;

offer;

(iv)

any contract or arrangement

(iv)(d)any contract or arrangement

in which the Director or his

in which the Director or his

close

associate(s)

is/are

close

associate(s)

is/are

interested

in

the

same

interested

in

the

same

manner as other holders of

manner as other holders of

shares or debentures or other

shares or debentures or other

securities of the Company by

securities of the Company by

virtue

only

of

his/their

virtue

only

of

his/their

interest

in

shares

or

interest

in

shares

or

debentures

or

other

debentures

or

other

securities

of

the

Company;

securities

of

the

Company;

or

or

- 88 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Article provisions before amendments

Article provisions after amendments

(v) any proposal or arrangement

(v)(e)any proposal or arrangement

concerning

the

adoption,

concerning

the

adoption,

modification or operation of

modification

or

operation

a share option scheme, a

of a share option scheme, a

pension

fund or

retirement,

pension fund

or

retirement,

death or disability

benefits

death

or

disability benefits

scheme or other arrangement

scheme or other arrangement

which

relates

both

to

which

relates

both

to

Directors

or

his

close

Directors

or

his

close

associate(s)

and

to

associate(s)

and

to

employees

of

the

Company

employees

of

the Company

or of any of its subsidiaries

or of any of its subsidiaries

and does not provide in

and does not provide in

respect of any Director, or

respect of any Director, or

his close associate(s), as such

his close associate(s), as such

any

privilege

or

advantage

any privilege

or

advantage

not

accorded

generally

to

not accorded generally to the

the class of persons to

class of persons to which

which such scheme or fund

such scheme or fund relates.

relates.

- 89 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
(2) If any question shall	arise at any	(2) If any question shall arise at any
meeting of the Board as to the	meeting of the Board as to the
materiality of the interest of a	materiality of the interest of a
Director (other than the chairman of	Director (other than the chairman of
the meeting) or as to the entitlement of	the meeting) or as to the entitlement of
any Director (other than such	any Director (other than such
chairman) to vote and such question	chairman) to vote and such question
is not resolved by his voluntarily	is not resolved by his voluntarily
agreeing to abstain from voting, such	agreeing to abstain from voting, such
question shall be referred to the	question shall be referred to the
chairman of the meeting and his	chairman of the meeting and his
ruling in relation to such other	ruling in relation to such other
Director shall be final and conclusive	Director shall be final and conclusive
except in a case where the nature or	except in a case where the nature or
extent of the interest of the Director	extent of the interest of the Director
concerned as known to such Director	concerned as known to such Director
has not been fairly disclosed to the	has not been fairly disclosed to the
Board. If any question as aforesaid	Board. If any question as aforesaid
shall arise in respect of the chairman	shall arise in respect of the chairman
of the meeting such question shall be	of the meeting such question shall be
decided by a resolution of the Board	decided by a resolution of the Board
(for which purpose such chairman	(for which purpose such chairman
shall not vote thereon) and such	shall not vote thereon) and such
resolution shall be final and	resolution shall be final and
conclusive except in a case where the	conclusive except in a case where the
nature or extent of the interest of such	nature or extent of the interest of such
chairman as known to such chairman	chairman as known to such chairman
has not been fairly disclosed to the	has not been fairly disclosed to the
Board.		Board.
Article 101.(3)		Article 101.(3) (Amended in English
		version only)
…		…

1. to resolve that the Company be (c) to resolve that the Company be

deregistered in the Cayman Islands	deregistered in the Cayman Islands
and continued in a named jurisdiction	and continued in a named
outside the Cayman Islands subject to	jurisdiction outside the Cayman
the provisions of the Law.	Islands subject to the provisions of
	the LawAct.

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APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments		Article provisions after amendments
Article 107.					Article 107. (Amended in English version
					only)
107. The Board may exercise all the powers	107. The Board may exercise all the powers
of the Company to raise or borrow	of the Company to raise or borrow
money and to mortgage or charge all	money and to mortgage or charge all
or any part of the undertaking,	or any part of the undertaking,
property and assets (present and	property and assets (present and
future) and uncalled capital of the	future) and uncalled capital of the
Company and, subject to the Law, to	Company	and,	subject	to	the
issue debentures, bonds and other	LawAct, to issue debentures, bonds
securities, whether outright or as	and other securities, whether outright
collateral security for any debt,	or as collateral security for any debt,
liability	or	obligation	of	the	liability or obligation of the Company
Company or of any third party.		or of any third party.
Article 110.(2)					Article 110.(2) (Amended in English
					version only)
110. (2) The Board shall cause a proper	110. (2) The Board shall cause a proper
register to be kept, in accordance	register to be kept, in accordance
with the provisions of the Law,	with	the	provisions	of	the
of	all	charges	specifically	LawAct,	of	all	charges
affecting the property of the	specifically	affecting		the
Company and of any series of	property of the Company and of
debentures	issued	by	the	any series of debentures issued
Company and shall duly comply	by the Company and shall duly
with the requirements of the Law	comply with the requirements of
in regard to the registration of	the LawActin regard to the
charges and debentures therein	registration	of	charges	and
specified and otherwise.		debentures therein specified and
					otherwise.

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APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 111.		Article 111.
111. The Board may meet for the despatch	111. The Board may meet for the despatch
of business, adjourn and otherwise	of business, adjourn or postponeand
regulate its meetings as it considers	otherwise regulate its meetings as it
appropriate. Questions arising at any	considers appropriate. Questions
meeting shall be determined by a	arising at any meeting shall be
majority of votes. In the case of any	determined by a majority of votes. In
equality of votes the chairman of the	the case of any equality of votes the
meeting shall have an additional or	chairman of the meeting shall have an
casting vote.		additional or casting vote.
Article 112.		Article 112.
112. A meeting of the Board may be	112. A meeting of the Board may be
convened by the Secretary on request	convened by the Secretary on request
of a Director or by any Director. The	of a Director or by any Director. The
Secretary shall convene a meeting of	Secretary shall convene a meeting of
the Board. Notice of a meeting of the	the Board whenever he shall be
Board shall be deemed to be duly given	required so to do by any Director.
to a Director if it is given to such	Notice of a meeting of the Board shall
Director in writing or verbally	be deemed to be duly given to a
(including in person or by telephone)	Director if it is given to such
or via electronic mail or by telephone	Director in writing or verbally
or in such other manner as the Board	(including in person or by telephone)
may from time to time determine	or via electronic mailby electronic
whenever he shall be required so to	means to an electronic address from
do by any Director.		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
		websiteor 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 any
		Director.

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APPENDIX III		PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 113.(2)				Article 113.(2)
(2)	Directors may participate in any	(2)	Directors may participate in any
	meeting of the Board by means of a		meeting of the Board by means of a
	conference	telephone	or	other		conference telephone, electronicor
	communications equipment	through		other	communications	equipment
	which all persons participating in the		through	which	all	persons
	meeting can communicate with each		participating in the meeting can
	other	simultaneously	and		communicate	with	each	other
	instantaneously and, for the purpose		simultaneously	and	instantaneously
	of counting a quorum, such		and, for the purpose of counting a
	participation shall constitute presence		quorum,	such	participation	shall
	at a meeting as if those participating		constitute presence at a meeting as if
	were present in person.				those participating were present in
						person.
Article 115.				Article 115. (Amended in English version
					only)
115.	The Board may elect a chairman and	115.	The Board may elect a chairman and
	one or more deputy chairman of its		one or more deputy chairman of its
	meetings and determine the period for		meetings and determine the period for
	which they are respectively to hold		which they are respectively to hold
	such office. If no chairman or deputy		such office. If no chairman or deputy
	chairman is elected, or if at any		chairman is elected, or if at any
	meeting neither the chairman nor any		meeting neither thenochairman nor
	deputy chairman is present within five		anyordeputy chairman is present
	(5) minutes after the time appointed		within five (5) minutes after the time
	for holding the same, the Directors		appointed for holding the same, the
	present may choose one of their		Directors present may choose one of
	number to be chairman of the meeting.		their number to be chairman of the
						meeting.

- 93 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Article provisions before amendments

Article provisions after amendments

Article 119.

Article 119.

119. A resolution in writing signed by all

119. A resolution in writing signed by all

the Directors except such as are

the Directors except such as are

temporarily

unable

to

act

through

temporarily

unable

to

act

through

ill-health or disability, and all the

ill-health or disability, and all the

alternate Directors,

if

appropriate,

alternate

Directors,

if

appropriate,

whose

appointors

are

temporarily

whose appointors

are

temporarily

unable to act as aforesaid shall

unable to act as aforesaid shall

(provided that such number is

(provided that such number is

sufficient to constitute a quorum and

sufficient to constitute a quorum and

further provided that a copy of such

further provided that a copy of such

resolution has been given or the

resolution has been given or the

contents thereof communicated to all

contents thereof communicated to all

the Directors for the time being

the Directors for the time being

entitled to receive notices of Board

entitled to receive notices of Board

meetings in the same manner as notices

meetings in the same manner as

of meetings are required to be given by

notices of meetings are required to be

these Articles) be as valid and effectual

given by these Articles) be as valid and

as if a resolution had been passed at a

effectual as if a resolution had been

meeting of the Board duly convened

passed at a meeting of the Board duly

and held. Such resolution may be

convened and held. A notification of

contained in one document or in

consent to such resolution given by a

several documents in like form each

Director in writing to the Board by

signed by one or more of the Directors

any means (including by means of

or alternate Directors and for this

electronic

communication)

shall

be

purpose a facsimile signature of a

deemed to be his/her signature to

Director or an alternate Director

such resolution in writing for the

shall

be

treated

as

valid.

purpose of this Article. Such

Notwithstanding the

foregoing,

a

resolution may be contained in one

resolution in writing shall not be

document or in several documents in

passed in lieu of a meeting of the

like form each signed by one or more

Board for the purposes of considering

of the Directors or alternate Directors

any matter or business in which a

and for this purpose a facsimile

substantial

shareholder

of

the

signature of a Director or an

Company or a Director has a conflict

alternate Director shall be treated as

of interest and the Board has

valid. Notwithstanding the foregoing,

determined that such conflict of

a resolution in writing shall not be

interest to be material.

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 andwhich is required by the

Listing Rules to be passed at a meeting

ofthe Board

has determined that such

conflict of interest to be material.

- 94 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments		Article provisions after amendments
Article 124.(1)			Article 124.(1) (Amended in English
				version only)
124.	(1) The officers of the Company shall	124.	(1) The officers of the Company shall
	consist of a chairman, the		consist of a chairman, the
	Directors and	Secretary	and		Directors and	Secretary	and
	such additional	officers	(who		such additional	officers	(who
	may or may not be Directors) as		may or may not be Directors) as
	the Board may from time to time		the Board may from time to time
	determine, all of whom shall be		determine, all of whom shall be
	deemed to be officers for the		deemed to be officers for the
	purposes of the Law and these		purposes of the LawActand
	Articles.				these Articles.
Article 125.(2)			Article 125.(2)
(2)	The Secretary shall attend all meetings	(2)	The Secretary shall attend all meetings
	of the Members and shall keep correct		of the Members and shall keep correct
	minutes of such meetings and enter the		minutes of such meetings and enter the
	same in the proper books provided for		same in the proper books provided for
	the purpose. He shall perform such		the purpose. He shall perform such
	other duties as are prescribed by the		other duties as are prescribed by the
	Law or these Articles or as may be		LawActor these Articles or as may be
	prescribed by the Board.			prescribed by the Board.
Article 127.			Article 127. (Amended in English version
				only)
127.	A provision of the Law or of these	127.	A provision of the LawActor of these
	Articles requiring or authorising a		Articles requiring or authorising a
	thing to be done by or to a Director		thing to be done by or to a Director
	and the Secretary shall not be satisfied		and the Secretary shall not be satisfied
	by its being done by or to the same		by its being done by or to the same
	person acting both as Director and as		person acting both as Director and as
	or in place of the Secretary.			or in place of the Secretary.

- 95 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments		Article provisions after amendments
Article 128.				Article 128. (Amended in English version
					only)
128.	The Company shall cause to be kept in	128.	The Company shall cause to be kept in
	one or more books at its Office a		one or more books at its Office a
	Register of Directors and Officers in		Register of Directors and Officers in
	which there shall be entered the full		which there shall be entered the full
	names and addresses of the Directors		names and addresses of the Directors
	and Officers and such other particulars		and Officers and such other
	as required by the Law or as the		particulars as required by the	Law	Act
	Directors	may	determine.	The		or as the Directors may determine.
	Company shall send to the Registrar		The Company shall send to the
	of Companies in the Cayman Islands a		Registrar of Companies in the
	copy of such register, and shall from		Cayman Islands a copy of such
	time to time notify to the said		register, and shall from time to time
	Registrar of any change that takes		notify to the said Registrar of any
	place in relation to such Directors		change that takes place in relation to
	and Officers as required by the Law.		such Directors and Officers as
						required by the LawAct.
Article 132.(1)				Article 132.(1) (Amended in Chinese
					version only)
...					...
(b)	any dividend mandate or any variation	(b)	any dividend mandate or any variation
	or cancellation thereof or any		or cancellation thereof or any
	notification of change of name or		notification of change of name or
	address at any time after the expiry		address at any time after the expiry
	of two (2) years from the date such		of two (2) years from the date such
	mandate	variation	cancellation	or		mandate variation cancellation or
	notification was recorded by the		notification was recorded by the
	Company;					Company;
...					...
Article 133.				Article 133. (Amended in English version
					only)
133.	Subject to the Law, the Company in	133.	Subject to the LawAct, the Company
	general meeting may from time to time		in general meeting may from time to
	declare dividends in any currency to be		time declare dividends in any currency
	paid to the Members but no dividend		to be paid to the Members but no
	shall be declared in excess of the		dividend shall be declared in excess of
	amount recommended by the Board.		the amount recommended by the
						Board.

- 96 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 134.		Article 134.
134.	Dividends may be declared and paid	134.	Dividends may be declared and paid
	out of the profits of the Company,		out of the profits of the Company,
	realised or unrealised, or from any		realised or unrealised, or from any
	reserve which the Directors determine		reserve set aside from profitswhich the
	may be distributable from time to time		Directors	determine	may	be
	subject to the Law. With the sanction		distributable from time to time
	of a resolution of the Board dividends		subject to the Law.is no longer
	may also be declared and paid out of		needed.With the sanction of an
	share premium account or any other		ordinaryresolution,	of the Board
	fund or account which can be		dividends may also be declared and
	authorised for this purpose in		paid out of share premium account or
	accordance with the Law.			any other fund or account which can
				be authorised for this purpose in
				accordance with the LawAct.
Article 142.(1)(a)		Article 142.(1)(a) (Amended in Chinese
			version only)
...			...
(ii)	the Board, after determining the basis	(ii)	the Board, after determining the basis
	of allotment, shall give not less than		of allotment, shall give not less than
	two (2) weeks' Notice to the holders of		two (2) weeks' Notice to the holders of
	the relevant shares of the right of		the relevant shares of the right of
	election accorded to them and shall		election accorded to them and shall
	send with such notice forms of election		send with such notice forms of election
	and specify the procedure to be		and specify the procedure to be
	followed and the place at which and		followed and the place at which and
	the latest date and time by which duly		the latest date and time by which duly
	completed forms of election must be		completed forms of election must be
	lodged in order to be effective;		lodged in order to be effective;
...			...

- 97 -

APPENDIX III	PROPOSED AMENDMENTS TO THE ARTICLES
Article provisions before amendments	Article provisions after amendments
Article 142.(1)(b)			Article 142.(1)(b) (Amended in Chinese
				version only)
...				...
(ii) the Board, after determining the basis	(ii) the Board, after determining the basis
of allotment, shall give not less than	of allotment, shall give not less than
two (2) weeks' Notice to the holders of	two (2) weeks' Notice to the holders of
the relevant shares of the right of	the relevant shares of the right of
election accorded to them and shall	election accorded to them and shall
send with such notice forms of election	send with such notice forms of election
and specify the procedure to be	and specify the procedure to be
followed and the place at which and	followed and the place at which and
the latest date and time by which duly	the latest date and time by which duly
completed forms of election must be	completed forms of election must be
lodged in order to be effective;	lodged in order to be effective;
...				...
Article 143.(1)				Article 143.(1) (Amended in English
				version only)
143. (1) The	Board	shall establish an	143. (1) The	Board shall establish an
account to be called the share	account to be called the share
premium account and shall carry	premium account and shall carry
to the credit of such account from	to the credit of such account from
time to time a sum equal to the	time to time a sum equal to the
amount or value of the premium	amount or value of the premium
paid on the issue of any share in	paid on the issue of any share in
the Company. Unless	otherwise	the	Company. Unless	otherwise
provided by the provisions of	provided by the provisions of
these Articles, the Board may	these Articles, the Board may
apply	the	share	premium	apply	the	share	premium
account in any manner permitted	account	in	any	manner
by the Law. The Company shall	permitted by the LawAct. The
at all times comply with the	Company shall at all times
provisions of the Law in relation	comply with the provisions of
to the share premium account.	the LawActin relation to the
				share premium account.

- 98 -