Central China Real Estate Limited

Equities

832 KYG207681001

Real Estate Development & Operations

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May. 09	Central China Real Estate Logs 26% Decline in April Contracted Sales	MT
May. 09	Central China Real Estate Limited Reports Unaudited Contracted Group Sales Results for the Month and Four Months Ended 30 April 2024	CI

Central China Real Estate : PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES; RE-ELECTION OF DIRECTORS; PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION; AND NOTICE OF ANNUAL GENERAL MEETING

April 12, 2021 at 04:41 am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

(Stock Code: 0832)

PROPOSED GRANT OF GENERAL MANDATES

TO REPURCHASE SHARES AND ISSUE SHARES;

RE-ELECTION OF DIRECTORS;

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION AND

THE ADOPTION OF THE AMENDED AND

RESTATED ARTICLES OF ASSOCIATION;

AND

NOTICE OF ANNUAL GENERAL MEETING

This circular is despatched together with the annual report of Central China Real Estate Limited which comprises, among other things, the directors' report, the auditor's report and the financial statements of Central China Real Estate Limited for the year ended 31 December 2020.

A letter from the board of directors of Central China Real Estate Limited is set out on pages 6 to 11 of this circular.

A notice convening the annual general meeting of Central China Real Estate Limited for the year ended 31 December 2020 to be held at 7701B-7702A, Level 77, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Wednesday, 12 May 2021 at 3:00 p.m. is set out on pages 62 to 67 of this circular.

A form of proxy for use at the annual general meeting is enclosed with this circular and is also published on the websites of Central China Real Estate Limited and The Stock Exchange of Hong Kong Limited. Whether or not you are able to attend the annual general meeting, please complete the form of proxy in accordance with the instructions printed thereon and return the same to Central China Real Estate Limited's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

12 April 2021

For identification purpose only

PRECAUTIONARY MEASURES FOR THE AGM

Please see pages 1 to 2 of this circular for precautionary measures being taken to prevent and control the spread of the novel coronavirus at the AGM, including:

compulsory body temperature checks and health declarations
wearing of surgical face masks
no refreshment will be served
no souvenirs will be distributed

Any person who does not comply with the above precautionary measures may be denied entry into the AGM venue. The Company will require all attendees to wear surgical face masks before they are permitted to attend, and during their attendance of the AGM at all times, and reminds the Shareholders that they may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

- i -

		CONTENTS
			Page
Precautionary Measures for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter From the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Proposed Amendments to the Articles of Association and
the Adoption of the Amended and Restated Articles of Association . . . . . . . . . . . . .	9
AGM. .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix I	-	Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . .	12
Appendix II	-	Details of the Directors to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix III	-	Details of the Proposed Amendments to the Articles of Association . . .	18
Notice of AGM . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62

- ii -

PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing novel coronavirus epidemic and recent guidelines for prevention and control of its spread, the Company will implement the following precautionary measures at the AGM to protect the Shareholders, staff and other stakeholders who attend the AGM from the risk of infection:

compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;
the Company will require all attendees to wear surgical face masks before they are permitted to attend, and during their attendance of the AGM at all times, and to maintain a safe distance between seats;
no refreshment will be served at the AGM; and
no souvenirs will be distributed at the AGM.

Any person who does not comply with above requirements may be denied entry into the AGM venue or be required to leave the AGM venue. To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of other attendees at the AGM. In our case, denied entry to the AGM venue also means that person will not be allowed to attend the AGM.

In the interest of all stakeholders' health and safety and in accordance with recent guidelines for prevention and control of the spread of novel coronavirus, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, the Shareholders may complete the proxy forms and appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy forms were despatched to the Shareholders together with this circular, and can otherwise be downloaded from the websites of the Company at www.jianye.com.cn or the Stock Exchange at www.hkexnews.hk. If you are not a registered Shareholder (i.e. if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of proxy.

- 1 -

PRECAUTIONARY MEASURES FOR THE AGM

If you have any questions relating to the AGM, please contact the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, via the following:

Address	: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East,
		Wanchai, Hong Kong
Email	:	hkinfo@computershare.com.hk
Telephone	:	+852 2865 0990
Fax	:	+852 2862 8628

- 2 -

DEFINITIONS

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

"2020 AGM"

"AGM"

the annual general meeting of the Company held on 14 May 2020

the annual general meeting of the Company to be held at 7701B-7702A, Level 77, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Wednesday, 12 May 2021 at 3:00 p.m., or any adjournment thereof to consider and, if thought fit, approve, among other things, the re-election of Directors, the granting of the Issue Mandate (and the extension thereof) and the Repurchase Mandate and the proposed amendments to the Articles of Association and the adoption of the Amended and Restated Articles of Association

"AGM Notice"	the notice of the AGM which is set out on pages 62 to 67 of
	this circular
"Amended and Restated	the amended and restated articles of association of the
Articles of Association"	Company incorporating and consolidating all the Proposed
	Amendments
"Articles of Association"	the articles of association of the Company adopted by
	special resolution passed on 24 May 2012 and currently in
	force

"Board"

"Company"

the board of Directors

Central China Real Estate Limited（建業地產股份有限公司* ）, an exempted company incorporated on 15 November 2007 under the laws of the Cayman Islands with limited liability, whose Shares are listed on the Main Board of the Stock Exchange

"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong

For identification purposes only

- 3 -

DEFINITIONS

"Hong Kong"

"Issue Mandate"

"Joy Bright"

"Latest Practicable Date"

"Listing Rules"

"PRC"

"Proposed Amendments"

"Remuneration Committee"

"Repurchase Mandate"

"SFO"

the Hong Kong Special Administrative Region of the PRC

a general mandate proposed to be granted to the Directors to allot, issue and otherwise deal with additional Shares with a nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM, as described in the ordinary resolution no. 5(A) in the AGM Notice

Joy Bright Investments Limited（恩輝投資有限公司）, a limited liability company incorporated in the British Virgin Islands and wholly-owned by Mr. Wu Po Sum, the chairman of the Board and an executive Director

8 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

the Rules Governing the Listing of Securities on the Stock Exchange

the People's Republic of China

the proposed amendments to the Articles of Association as set out in Appendix III of this circular

the remuneration committee of the Company

a general mandate proposed to be granted to the Directors to empower the Directors to exercise the powers of the Company to repurchase the Shares with a nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM, as described in the ordinary resolution no. 5(B) in the AGM Notice

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

- 4 -

DEFINITIONS

"Share(s)"

"Share Option Scheme"

"Shareholder(s)"

"Stock Exchange"

"Takeovers Code"

"%"

ordinary share(s) with a nominal value of HK$0.10 each in the share capital of the Company

the share option scheme conditionally approved and adopted by the Company pursuant to the voting by the Shareholders at the extraordinary general meeting on 19 April 2018

the holder(s) of the Shares(s)

The Stock Exchange of Hong Kong Limited

the Codes on Takeovers and Mergers, as amended, supplemented or otherwise modified from time to time

per cent

- 5 -

LETTER FROM THE BOARD

(Stock Code: 0832)

Executive Directors:

Mr. Wu Po Sum (Chairman)

Mr. Wang Jun

Mr. Yuan Xujun

Non-executive Directors:

Mr. Lim Ming Yan

Ms. Wu Wallis (alias Li Hua) Ms. Chen Ying

Independent non-executive Directors: Mr. Cheung Shek Lun

Mr. Xin Luo Lin

Dr. Sun Yuyang

To the Shareholders

Dear Sir or Madam,

Registered office:

Cricket Square Hutchins Drive

P.O. Box 2681

Grand Cayman

KY1-1111

Cayman Islands

Place of business in Hong Kong: Room 7701B-7702A,77th Floor International Commerce Centre 1 Austin Road West

Kowloon Hong Kong

12 April 2021

PROPOSED GRANT OF GENERAL MANDATES

TO REPURCHASE SHARES AND ISSUE SHARES;

RE-ELECTION OF DIRECTORS;

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION AND

THE ADOPTION OF THE AMENDED AND

RESTATED ARTICLES OF ASSOCIATION;

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information reasonably necessary to enable the Shareholders to consider, and if thought fit, approve, among other things, the following resolutions to be proposed at the AGM:

1. the granting of the Repurchase Mandate to the Directors for repurchase of the Shares of the Company;
For identification purpose only

- 6 -

LETTER FROM THE BOARD

the granting of the Issue Mandate (and the extension thereof) to the Directors to allot, issue and otherwise deal with additional Shares;
the re-election of the retiring Directors; and
the proposed amendments to the Articles of Association and the adoption of the Amended and Restated Articles of Association.

REPURCHASE MANDATE

Pursuant to the resolutions passed by the Shareholders at the 2020 AGM, a general mandate was granted to the Directors to exercise the powers of the Company to repurchase the Shares. Such mandate will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase the Shares not exceeding 10% of the issued share capital of the Company as at the date of passing of such resolution at the AGM. Details of the Repurchase Mandate are set out in the ordinary resolution no. 5(B) in the AGM Notice.

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,953,550,120 Shares. Assuming that there is no change in the issued share capital of the Company during the period between the Latest Practicable Date and the date of passing of the resolution approving the Repurchase Mandate at the AGM, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate will be 295,355,012 Shares.

An explanatory statement, as required under the Listing Rules to provide the requisite information in connection with the Repurchase Mandate, is set out in Appendix I to this circular. The Repurchase Mandate will continue in force until the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be convened under the Articles of Association or any applicable law(s); or (iii) the date on which the authority given under the ordinary resolution approving the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders.

ISSUE MANDATE

Pursuant to the resolutions passed by all the Shareholders at the 2020 AGM, a general mandate was granted to the Directors to allot, issue and deal with additional Shares. Such mandate will lapse at the conclusion of the AGM. Therefore, two ordinary resolutions will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of such resolution at the AGM, and an extension of the Issue Mandate by adding to it the number of Shares repurchased under the Repurchase Mandate. Details of the Issue Mandate and its extension are set out in the ordinary resolution nos. 5(A) and 5(C), respectively, in the AGM Notice.

- 7 -

LETTER FROM THE BOARD

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,953,550,120 Shares. Assuming that there is no change in the issued share capital of the Company during the period between the Latest Practicable Date and the date of passing of the resolution approving the Issue Mandate at the AGM, the maximum number of Shares which may be issued pursuant to the Issue Mandate as at the date of passing of the resolution approving the Issue Mandate will be 590,710,024 Shares.

The Issue Mandate and its extension will continue in force until the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be convened under the Articles of Association or any applicable law(s); or (iii) the date on which the authority given under the ordinary resolution approving the Issue Mandate and its extension is revoked or varied by an ordinary resolution of the Shareholders.

RE-ELECTION OF DIRECTORS

Pursuant to Article 87 of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. Mr. Wang Jun, Mr. Cheung Shek Lun and Mr. Xin Luo Lin, therefore, will retire from their offices at the AGM, and being eligible, offer themselves for re-election.

Pursuant to Article 86(3) of the Articles of Association of the Company, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting after his appointment and be subject to re-election at such meeting. Accordingly, Ms. Chen Ying who was appointed by the Board as a non-executive Director with effect from 25 August 2020, will also retire at the AGM and being eligible, offer herself for re-election as a non-executive Director at the AGM.

Particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

- 8 -

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION

The Board proposes to (i) make the Proposed Amendments to the Articles of Association, for the purpose of, among others, permitting the Company to hold hybrid general meetings and electronic general meetings, to bring the Articles of Association in line with amendments made to the applicable laws of the Cayman Islands and the Listing Rules and to incorporate certain housekeeping amendments; and (ii) adopt the Amended and Restated Articles of Association incorporating and consolidating all the Proposed Amendments in substitution for the Articles of Association. A summary of the major changes to the Articles of Association to be made by the Proposed Amendments is set out below:

to allow all general meetings (including an annual general meeting and any adjourned or postponed meeting) to be held as a physical meeting in any part of the world and at one or more locations, or as a hybrid meeting or an electronic meeting;
to insert the definitions of "electronic meeting", "hybrid meeting", "Meeting Location", "physical meeting", and "Principal Meeting Place", and make corresponding changes to the relevant provisions of the Articles of Association;
to include additional details to be specified in a notice of general meeting in light of allowing general meetings to be held at one or more meeting locations, or as a hybrid meeting or an electronic meeting;
to provide that the chairman of the general meeting may, with the consent of the meeting at which a quorum is present, adjourn the meeting from time to time (or indefinitely) and/or from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting);
to provide for the proceedings of general meetings which are held at one or more locations, or as a hybrid meeting or an electronic meeting, and the powers of the Board and the chairman of the meeting in relation thereto;
to provide that, where the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold a general meeting on the date or at the time or place or by means of electronic facilities specified in the notice calling for such meeting, they may change or postpone the meeting to another date, time and/or place, change the electronic facilities and/or change the form of the meeting (a physical meeting, a hybrid meeting or an electronic meeting) without approval from the shareholders of the Company; and

- 9 -

LETTER FROM THE BOARD

to provide that votes (other than on a show of hands) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine.

Other housekeeping amendments to the Articles of Association are also proposed, including making consequential amendments in connection with the above amendments to the Articles of Association and for clarity and consistency with the other provisions of the Articles of Association where it is considered desirable and to better align the wording with those of the Listing Rules and the applicable laws of the Cayman Islands, as appropriate.

Details of the Proposed Amendments are set out in Appendix III to this circular.

The Proposed Amendments are prepared in the English language. The Chinese translation of each of the Proposed Amendments and the Amended and Restated Articles of Association is for reference only. In case there are any inconsistencies between the English version and the Chinese version, the English version shall prevail.

The legal advisers to the Company as to Hong Kong laws and the Cayman Islands laws have respectively confirmed that the Proposed Amendments comply with the applicable requirements of the Listing Rules and do not violate the laws of the Cayman Islands. The Company also confirms that there is nothing unusual in the Proposed Amendments from the perspective of a Cayman Islands company listed on the Stock Exchange.

The Proposed Amendments as well as the adoption of the Amended and Restated Articles of Association are subject to the Shareholders' approval by way of special resolution at the AGM.

AGM

The AGM Notice is set out on pages 62 to 67 of this circular.

A form of proxy for use at the AGM is enclosed with this circular and is also published on the websites of the Company and the Stock Exchange. Whether or not you intend to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

- 10 -

LETTER FROM THE BOARD

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting of the Company must be taken by way of poll. Accordingly, the resolutions to be considered and, if thought fit, approved at the AGM will be voted by way of a poll by the Shareholders.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the re-election of the retiring Directors, the grant of the Repurchase Mandate and the Issue Mandate (and the extension thereof and the proposed Amendments to the Articles of Association and the adoption of the Amended and Restated Articles of Association are all in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend all Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.

Yours faithfully,

By Order of the Board

Central China Real Estate Limited

Wu Po Sum

Chairman

- 11 -

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This Appendix I serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide the requisite information to you to enable you to make an informed decision as to whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the proposed granting of the Repurchase Mandate.

PROVISIONS OF THE LISTING RULES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below.

EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, the issued share capital of the Company was HK$295,355,012 comprising 2,953,550,120 Shares. Subject to the passing of the resolution approving the granting of the proposed Repurchase Mandate at the AGM and on the basis that no further Shares are issued and/or repurchased between the Latest Practicable Date and the date of passing of the resolution approving the Repurchase Mandate, exercise in full of the Repurchase Mandate could result in up to 295,355,012 Shares, representing 10% of the issued ordinary share capital of the Company as at the date of passing of such resolution, being repurchased by the Company during the period from the date of passing the resolution granting the Repurchase Mandate until the earlier of (i) the conclusion of the next annual general meeting of the Company;

the expiration of the period within which the next annual general meeting of the Company is required to be convened under the Articles of Association or any applicable laws; or (iii) the date on which the authority given under the ordinary resolution approving the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek the Repurchase Mandate from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders. The timing of such repurchases, the number of Shares to be repurchased, the repurchase price and other terms upon which the Shares are repurchased will be decided by the Directors at the relevant time having regard to the prevailing circumstances.

- 12 -

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

FUNDING OF REPURCHASES

Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the applicable laws of the Cayman Islands and the Listing Rules. The Company may not repurchase the Shares for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Subject to the foregoing, the Company may make repurchases with funds which would otherwise be available for dividend or distribution or out of an issue of new Shares for the purpose of the repurchase.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the Repurchase Mandate were to be exercised in full at the current prevailing market value, it might have a material adverse impact on the working capital and the gearing levels of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up. However, the Directors do not propose to exercise the Repurchase Mandate to repurchase Shares to such an extent as would, in the circumstances, result in a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum and the Articles of Association of the Company and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates currently intends to sell the Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

No core connected person (as defined in the Listing Rules) has notified the Company that he or she or it has a present intention to sell his or her or its Shares to the Company, nor has he or she or it undertaken not to do so, in the event that the Company is authorised to make purchases of the Shares.

- 13 -

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

EFFECTS OF THE TAKEOVERS CODE

If, as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the interest of the Shareholder(s), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the Company had 2,953,550,120 Shares in issue. According to the register kept by the Company pursuant to Section 336 of the SFO, Mr. Wu Po Sum was interested in 2,044,431,867 Shares held via Joy Bright, representing approximately 69.22% of the issued share capital of the Company.

On the assumption that the issued share capital of the Company remains the same, in the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the shareholding of Mr. Wu Po Sum in the Company would be increased from approximately 69.22% to approximately 76.91% of the issued share capital of the Company. To the best of the knowledge and belief of the Directors, the increase in the shareholding of Mr. Wu Po Sum as a result of the exercise in full of the Repurchase Mandate would not give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such extent which would otherwise result in the number of Shares being held by the public falling below the minimum requirement as prescribed by the Stock Exchange, which is currently 25% of the entire issued share capital of the Company.

SHARE REPURCHASE MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, there was no repurchase of its Shares made by the Company (whether on the Stock Exchange or otherwise).

- 14 -

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

SHARE PRICES

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

	Share Prices (per Share)
Month	Highest	Lowest
	HK$	HK$
2020
April	4.20	3.84
May	4.52	3.38
June	3.98	3.56
July	4.15	3.61
August	3.86	3.38
September	4.00	3.24
October	4.51	3.55
November	4.87	3.97
December	4.31	3.47
2021
January	3.73	3.20
February	3.77	3.11
March	3.87	3.46
April (up to the Latest Practicable Date)	4.00	3.39

- 15 -

APPENDIX II	DETAILS OF THE DIRECTORS TO BE RE-ELECTED

The following sets out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Articles of Association:

BIOGRAPHICAL INFORMATION

Wang Jun, aged 40, is an executive Director. Mr. Wang has over 16 years of experience in the real estate industry and capital market. He obtained his bachelor's degree in English from Guangdong University of Foreign Studies in 2002 and his master's degree in Business Administration from Hong Kong University of Science and Technology in 2011. From 2003 to 2007, Mr. Wang served in PricewaterhouseCoopers Zhong Tian CPAs Limited Company with the latest position as a senior associate; from 2007 to 2011, he served as the head of investor relations and a senior manager of the finance department in Country Garden Holdings Company Limited; and from 2011 to June 2018, he served in Morgan Stanley Asia Limited with the latest position as an executive director.

Cheung Shek Lun, aged 60, is an independent non-executive Director. He obtained a Bachelor Degree in Business Administration from the Chinese University of Hong Kong in 1986, a Bachelor Degree in Business from the University College of Southern Queensland in 1990, and a Bachelor Degree in Law from the University of Wolverhampton in 2002. Mr. Cheung worked as an assistant assessor in the Inland Revenue Department of the Hong Kong government from November 1986 to January 1989, an accountant in Hong Kong Telephone Company Limited from July 1989 to April 1990, an accounting manager, group senior vice president - accounting and other positions of Fortune (Shanghai) Limited from May 1990 to September 2006, and a senior executive of T.C.C. International Limited from October 2006 to October 2007. He was the vice-chairman of Insite Asset Management Group Ltd. from September 2008 to December 2017 and has been the chairman since December 2017. He is currently a member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Chartered Association of Certified Accountants, a member of the Chartered Institute of Management Accountants, a member of the Institute of Chartered Secretaries and Administrators in the UK and a member of The Hong Kong Institute of Chartered Secretaries.

- 16 -

APPENDIX II	DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Xin Luo Lin, aged 71, is an independent non-executive Director. He was a postgraduate from Peking University in the PRC. Mr. Xin was a visiting scholar at the Waseda University, Japan between 1980 and 1983, an honorary research associate at the University of British Columbia, Canada during 1983 and 1984 and a visiting fellow at the Australia National University, Australia in 1985. He is an independent investor with over 24 years of experience in investment banking in the PRC, Hong Kong and Australia. Mr. Xin was a Senior Advisor to Potter Warburg, Australia from 1985 to 1989 and to Citic-Hambros, Australia, from 1995 to 1997, respectively. At present, he is a Justice of Peace in New South Wales of Australia. Mr. Xin was a non-executive director of Sino- Tech International Holdings Limited from August 2010 to June 2012, an independent non-executive director of China Environmental Technology Holdings Limited from August 2012 to May 2015 and a non-executive director of China Trends Holdings Limited from August 2015 to May 2016, and the shares of those companies are listed on the Stock Exchange. Mr. Xin was an independent non-executive director of Enerchina Holdings Limited, the shares of which is listed on the Stock Exchange from June 2002 to May 2015 and a non-executive director from May 2015 to June 2016. He is currently a non-executive chairman of Asian Capital Holdings Limited, an independent non- executive director of Beijing Sports and Entertainment Industry Group Limited (formerly known as ASR Logistics Holdings Limited) and Sinolink Worldwide Holdings Limited, shares of those companies are listed on the Stock Exchange. Mr. Xin also serves as a director of Daikokuya Inc., a company listed on the Tokyo Stock Exchange.

Chen Ying, aged 55, is a non-executive Director. Ms. Chen has over 24 years of experience in real estate operations and business management. She obtained a bachelor's degree in accounting from Zhongnan University of Economics and Law in 1987. Ms. Chen served as an accountant in the Light Industry Department of Henan Province from 1987 to 1996. She joined the Group in

November 1996 and had successively served in various positions of Central China Real Estate Group (China) Company Limited*（建業住宅集團（中國）有限公司）, including deputy manager and manager of the finance department and treasury department, assistant president, deputy general

manager for Zhengzhou Region, general manager of the U-Town project company, general manager for Pingdingshan Region, assistant president and director of the office of the board of directors, assistant president and general manager of the treasure management centre, vice president, director and head of the investment and financing centre and a member of the investment committee, and is currently a director of various members of the Group. Ms. Chen has extensive experience in business management, real estate operations, investment and financing as well as risk management. She had exceeded the operating targets assigned by the Group during her tenure, and had frequently taken the lead in participating in major corporate M&A projects. The business lines under her management had been commended by the Group many times.

- 17 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

Details of the Proposed Amendments are set out below:

GENERAL AMENDMENTS

Replacing all references to the word "Law" with "Act" and the word "(Revised)" with "(As Revised)" wherever they respectively appear in the Articles of Association; and

(ii) Replacing all references to the words "rules of the Designated Stock Exchange",

rules of any Designated Stock Exchange" and "rules and regulations of the Designated Stock Exchange" with the words "Listing Rules" wherever they appear in the Articles of Association.

SPECIFIC AMENDMENTS

Currently in force		Proposed to be amended as

No.	Articles of Association	No.	Amended and Restated Articles of Association

2.	(1) In these Articles, unless the context otherwise requires, the	2.	(1) In these Articles, unless the context otherwise requires, the
	words standing in the first column of the following table shall		words standing in the first column of the following table shall
	bear the meaning set opposite them respectively in the second		bear the meaning set opposite them respectively in the second
	column.			column.
	WORD	MEANING		WORD	MEANING
	Nil			"Act"	the Companies Act, Cap. 22 (Act 3 of
					1961, as consolidated and revised) of the
					Cayman Islands.
	Nil			"announcement"	an official publication of a Notice or
					document of the Company, including
					a publication, subject to and to such
					extent permitted by the Listing
					Rules, by electronic communication
					or by advertisement published in the
					newspapers or in such manner or means
					ascribed and permitted by the Listing
					Rules and applicable laws.
	…			…
	"associate"	has the meaning attributed to it in the rules		removed
		of the Designated Stock Exchange.
	…			…

- 18 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association	No.	Amended and Restated Articles of Association

	"business day"	a day on which the Designated Stock		"business day"	shall mean a day on which the Designated
		Exchange is generally open for business			Stock Exchange isgenerally is open for
		of dealing in securities in Hong Kong.			the business of dealing in securities in
		For the avoidance of doubt, where the			Hong Kong. For the avoidance of doubt,
		Designated Stock Exchange is closed for			where the Designated Stock Exchange
		business of dealing in securities in Hong			is closed for the business of dealing in
		Kong on a business day by reason of a			securities in Hong Kong on a business day
		Number 8 or higher typhoon signal, black			byfor the reason of a Numbernumber 8
		rainstorm warning or other similar event,			or higher typhoon signal, black rainstorm
		such day shall for the purposes of these			warning or other similar event, such day
		Articles be counted as a business day.			shall for the purposes of these Articles be
					counted as a business day.
	"capital"	the share capital from time to time of		"capital"	the share capital of the Company from
		the Company.			time to time of the Company.
	…			…
	Nil			"close associate"	in relation to any Director, shall have
					the same meaning as defined in the
					Listing Rules as modified from time
					to time, except that for purposes of
					Article 100 where the transaction
					or arrangement to be approved by
					the Board is a connected transaction
					referred to in the Listing Rules, it shall
					have the same meaning as that ascribed
					to "associate" in the Listing Rules.
	"dollars" and "$" dollars, the legal currency of Hong Kong.		removed
	Nil			"electronic	a communication sent, transmitted,
				communication"	conveyed and received by wire, by
					radio, by optical means or by other
					electron magnetic means in any form
					through any medium.

- 19 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association	No.	Amended and Restated Articles of Association

	Nil			"electronic	a general meeting held and conducted
				meeting"	wholly and exclusively by virtual
					attendance and participation by
					Members and/or proxies by means of
					electronic facilities.
	…			…
	"Law"	The Companies Law, Cap. 22 (Law 3 of		removed
		1961, as consolidated and revised) of the
		Cayman Islands.
	Nil			"hybrid meeting"	a general meeting convened for the (i)
					physical attendance by Members and/
					or proxies at the Principal Meeting
					Place and where applicable, one or
					more Meeting Locations and (ii)
					virtual attendance and participation by
					Members and/or proxies by means of
					electronic facilities.
	Nil			"Listing Rules"	rules of the Designated Stock Exchange.
	Nil			"Meeting	has the meaning given to it in Article
				Location"	64A.

- 20 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association	No.	Amended and Restated Articles of Association

	"ordinary	a resolution shall be an ordinary resolution		"ordinary	a resolution shall be an ordinary resolution
	resolution"	when it has been passed by a simple		resolution"	when it has been passed by a simple
		majority of votes cast by such Members			majority of votes cast by such Members
		as, being entitled to do so, vote in person			as, being entitled so to do so, vote in
		or, in the case of any Member being			person or, in the case of any Member
		a corporation, by its duly authorised			being a corporation, by its duly authorised
		representative or, where proxies are			representative or, where proxies are
		allowed, by proxy at a general meeting			allowed, by proxy at a general meeting
		of which Notice has been duly given in			of which Notice has been duly given in
		accordance with Article 59;			accordance with Article 59;.
	…			…
	Nil			"physical	a general meeting held and
				meeting"	conducted by physical attendance
					and participation by Members and/or
					proxies at the Principal Meeting Place
					and/or where applicable, one or more
					Meeting Locations.
	Nil			"Principal	shall have the meaning given to it in
				Meeting Place"	Article 59(2).
	…			…
	"special	a resolution shall be a special resolution		"special	a resolution shall be a special resolution
	resolution"	when it has been passed by a majority of		resolution"	when it has been passed by a majority
		not less than three-fourths of votes cast			of not less than three-fourths of votes
		by such Members as, being entitled to			cast by such Members as, being entitled
		do so, vote in person or, in the case of			so to do	so	, vote in person or, in the
		any Member being a corporation, by its			case of anysuch Members being aas
		duly authorised representative or, where			are corporations, by itstheir respective
		proxies are allowed, by proxy at a general			duly authorised representative or, where
		meeting of which Notice has been duly			proxies are allowed, by proxy at a general
		given in accordance with Article 59.			meeting of which Notice has been duly
					given in accordance with Article 59.
		a special resolution shall be effective
		for any purpose for which an ordinary			a special resolution shall be effective
		resolution is expressed to be required			for any purpose for which an ordinary
		under any provision of these Articles or			resolution is expressed to be required
		the Statutes.			under any provision of these Articles or
					the Statutes.
	…			…

- 21 -

APPENDIX III		DETAILS OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


Currently in force			Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

	…				…
	"Subsidiary and	has the meanings attributed to them in the		removed
	Holding Company" rules of the Designated Stock Exchange.
	…				…
	(2) In these Articles, unless there be something within the		(2) In these Articles, unless there be something within the
	subject or context inconsistent with such construction:		subject or context inconsistent with such construction:
	…				…
	(e) expressions referring to writing shall, unless the contrary		(e)	expressions referring to writing shall, unless the contrary
	intention appears, be construed as including printing,			intention appears, be construed as including printing,
	lithography, photography and other modes of representing			lithography, photography and other modes of representing
	words or figures in a visible form, and including where			or reproducing words or figures in a legible and non-
	the representation takes the form of electronic display,			transitory form or, to the extent permitted by and in
	provided that both the mode of service of the relevant			accordance with the Statutes and other applicable
	document or notice and the	Member's election comply			laws, rules and regulations, any visible substitute for
	with all applicable Statutes, rules and regulations;			writing (including an electronic communication), or
						modes of representing or reproducing words partly
						in one visible form and partly in another visible form,
						and including where the representation takes the form
						of electronic display, provided that both the mode of
						service of the relevant document or noticeNotice and the
						Member's election comply with all applicable Statutes,
						rules and regulations;
	…				…
	(h) references	to a document	being executed include		(h)	references to a document (including, but without
	references to it being executed under hand or under seal			limitation, a resolution in writing) being signed or
	or by electronic signature or by any other method and			executed include references to it being signed or executed
	references to a notice or document include a notice or			under hand or under seal or by electronic signature or
	document recorded or stored in any digital, electronic,			by electronic communication or by any other method
	electrical, magnetic or other retrievable form or medium			and references to a noticeNotice or document include
	and information in visible form whether having physical			a noticeNotice or document recorded or stored in any
	substance or not.				digital, electronic, electrical, magnetic or other retrievable
						form or medium and information in visible form whether
						having physical substance or not.;
					(i)	Section 8 and Section 19 of the Electronic Transactions
						Act (2003) of the Cayman Islands, as amended from
						time to time, shall not apply to these Articles to the
						extent it imposes obligations or requirements in
						addition to those set out in these Articles;
					(j)	a reference to a meeting: (a) shall mean a meeting
						convened and held in any manner permitted by these
						Articles and any Member or Director attending and
						participating at a meeting by means of electronic
						facilities shall be deemed to be present at that meeting
						for all purposes of the Statutes and these Articles,
						and attend, participate, attending, participating,
						attendance and participation shall be construed
						accordingly;
					(k)	references to a person's participation in the business
						of a general meeting include without limitation and
						as relevant the right (including, in the case of a
						corporation, through a duly authorised representative)
						to speak or communicate, vote, be represented by a
						proxy and have access in hard copy or electronic form
						to all documents which are required by the Statutes
						or these Articles to be made available at the meeting,
						and participate and participating in the business of a
						general meeting shall be construed accordingly;
					(l)	references to electronic facilities include, without
						limitation, website addresses, webinars, webcast, video
						or any form of conference call systems (telephone,
						video, web or otherwise); and
					(m)	where a Member is a corporation, any reference in
						these Articles to a Member shall, where the context
						requires, refer to a duly authorised representative of
						such Member.

- 22 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

3.	…		3.	…
	(2) Subject to the Law, the Company's Memorandum and		(2)	Subject to the LawAct, the Company's Memorandum
	Articles of Association and, where applicable, the rules			and Articles of Association and, where applicable, the
	of any Designated Stock Exchange and/or any competent			rules of any Designated Stock ExchangeListing Rules
	regulatory authority, any power of the Company to			and/or the rules of any competent regulatory authority,
	purchase or otherwise acquire its own shares shall be			any power ofthe Company shall have the power to
	exercisable by the Board in such manner, upon such			purchase or otherwise acquire its own shares and such
	terms and subject to such conditions as it thinks fit. The			power shall be exercisable by the Board in such manner,
	Company is hereby authorised to make payments in			upon such terms and subject to such conditions as it in its
	respect of the purchase of its shares out of capital or out			absolute discretion thinks fit and any determination by
	of any other account or fund which can be authorised for			the Board of the manner of purchase shall be deemed
	this purpose in accordance with the Law.			authorised by these Articles for purposes of the Act.
					The Company is hereby authorised to make payments in
					respect of the purchase of its shares out of capital or out
					of any other account or fund which can be authorised for
					this purpose in accordance with the LawAct.
	(3) Except as allowed by the Law and subject further		(3)	Except as allowed by the Law and subject
	to compliance with the rules and regulations of the			furtherSubject to compliance with the rules and
	Designated Stock Exchange and any other relevant			regulations of the Designated Stock ExchangeListing
	regulatory authority the Company shall not give financial			Rules and any other relevantcompetent regulatory
	assistance for the purpose of or in connection with a			authority, the Company shall notmay give financial
	purchase made or to be made by any person of any shares			assistance for the purpose of or in connection with a
	in the Company.				purchase made or to be made by any person of any shares
					in the Company.
	(4) No share shall be issued to bearer.			(4)	The Board may accept the surrender for no
					consideration of any fully paid share.
				(4)(5)	No share shall be issued to bearer.

8.	(1) Subject to the provisions of the Law and the Company's	8.	(1)	Subject to the provisions of the LawAct and the
	Memorandum and Articles of Association and to any			Company's Memorandum and Articles of Association
	special rights conferred on the	holders of any shares			and to any special rights conferred on the holders of
	or class of shares, any share in the Company (whether			any shares or class of shares, any share in the Company
	forming part of the present capital or not) may be issued			(whether forming part of the present capital or not)
	with or have attached thereto such rights or restrictions			may be issued with or have attached thereto such rights
	whether in regard to dividend, voting, return of capital			or restrictions whether in regard to dividend, voting,
	or otherwise as the Company may by ordinary resolution			return of capital or otherwise as the Company may by
	determine or, if there has not been any such determination			ordinary resolution determine or, if there has not been
	or so far as the same shall not make specific provision, as			any such determination or so far as the same shall not
	the Board may determine.				make specific provision,as the Board may determine.
	…			…

- 23 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

9.	Subject to the Law, any preference shares may be issued or	9.	Subject to the Law, any preference shares may be issued
	converted into shares that, at a determinable date or at the		or converted into shares that, at a determinable date or
	option of the Company or the holder, are liable to be redeemed		at the option of the Company or the holder, are liable to
	on such terms and in such manner as the Company before the		be redeemed on such terms and in such manner as the
	issue or conversion may by ordinary resolution of the Members		Company before the issue or conversion may by ordinary
	determine. Where the Company purchases for redemption a		resolution of the Members determine.Where the Company
	redeemable share, purchases not made through the market or by		purchases for redemption a redeemable share, purchases not
	tender shall be limited to a maximum price as may from time to		made through the market or by tender shall be limited to a
	time be determined by the Company in general meeting, either		maximum price as may from time to time be determined by the
	generally or with regard to specific purchases. If purchases are		Company in general meeting, either generally or with regard to
	by tender, tenders shall be available to all Members alike.		specific purchases. If purchases are by tender, tenders shall be
					available to all Members alike.

10.	…			10.	…
	(a)	the necessary quorum (other than at an adjourned		(a)	the necessary quorum (other than at an adjourned
		meeting) shall be two persons (or in the case of a Member			meeting) shall be two persons (or in the case of a Member
		being a corporation, its duly authorized representative)			being a corporation, its duly authorized representative)
		holding or representing by proxy not less than one-third in			holding or representing by proxy not less than one-third in
		nominal value of the issued shares of that class and at any			nominal value of the issued shares of that class and at any
		adjourned meeting of such holders, two holders present in			adjourned meeting of such holders, two holders present in
		person (or in the case of a Member being a corporation,			person (or in the case of a Member being a corporation,
		its duly authorized representative) or by proxy (whatever			its duly authorized representative) or by proxy (whatever
		the number of shares held by them) shall be a quorum;			the number of shares held by them) shall be a quorum;
						and
	(b)	every holder of shares of the class shall be entitled on a		(b)	every holder of shares of the class shall be entitled on a
		poll to one vote for every such share held by him; and			pollto one vote for every such share held by him.; and
	(c)	any holder of shares of the class present in person or by		(c)	any holder of shares of the class present in person or
		proxy or authorised representative may demand a poll.			by proxy or authorised representative may demand a
						poll.

- 24 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

12.	(1) Subject to the Law, these Articles, any direction that may	12.	(1) Subject to the LawAct, these Articles, any direction that
	be given by the Company in general meeting and, where		may be given by the Company in general meeting and,
	applicable, the rules of any Designated Stock Exchange		where applicable, the rules of any Designated Stock
	and without prejudice to any special rights or restrictions		ExchangeListing Rules and without prejudice to any
	for the time being attached to any shares or any class		special rights or restrictions for the time being attached to
	of shares, the unissued shares of the Company (whether		any shares or any class of shares, the unissued shares of
	forming part of the original or any increased capital)		the Company (whether forming part of the original or any
	shall be at the disposal of the Board, which may offer,		increased capital) shall be at the disposal of the Board,
	allot, grant options over or otherwise dispose of them to		which may offer, allot, grant options over or otherwise
	such persons, at such times and for such consideration		dispose of them to such persons, at such times and for
	and upon such terms and conditions as the Board may		such consideration and upon such terms and conditions
	in its absolute discretion determine but so that no shares		as the Board may in its absolute discretion determine
	shall be issued at a discount. Neither the Company nor		but so that no shares shall be issued at a discount to
	the Board shall be obliged, when making or granting any		their nominal value. Neither the Company nor the
	allotment of, offer of, option over or disposal of shares,		Board shall be obliged, when making or granting any
	to make, or make available, any such allotment, offer,		allotment of, offer of, option over or disposal of shares,
	option or shares to Members or others with registered		to make, or make available, any such allotment, offer,
	addresses in any particular territory or territories being		option or shares to Members or others with registered
	a territory or territories where, in the absence of a		addresses in any particular territory or territories being
	registration statement or other special formalities, this		a territory or territories where, in the absence of a
	would or might, in the opinion of the Board, be unlawful		registration statement or other special formalities, this
	or impracticable.			would or might, in the opinion of the Board, be unlawful
				or impracticable. Members affected as a result of the
	Members affected as a result of the foregoing sentence		foregoing sentence shall not be, or be deemed to be, a
	shall not be, or be deemed to be, a separate class of		separate class of membersMembers for any purpose
	members for any purpose whatsoever.		whatsoever.
	…			…

16.	Every share certificate shall be issued under the Seal or with	16.	Every share certificate shall be issued under the Seal or a
	the Seal imprinted thereon or a facsimile thereof and shall		facsimile thereof or with the Seal imprinted thereon or a
	specify the number and class and distinguishing numbers (if		facsimile thereofand shall specify the number and class
	any) of the shares to which it relates, and the amount paid up		and distinguishing numbers (if any) of the shares to which it
	thereon and may otherwise be in such form as the Directors		relates, and the amount paid up thereon and may otherwise be
	may from time to time determine. No certificate shall be issued		in such form as the Directors may from time to time determine.
	representing shares of more than one class. The Board may		The seal of the Company may only be affixed or imprinted
	by resolution determine, either generally or in any particular		to a share certificate with the authority of the Directors,
	case or cases, that any signatures on any such certificates		or be executed under the signature of appropriate officials
	(or certificates in respect of other securities) need not be		with statutory authority, unless otherwise determined by
	autographic but may be affixed to such certificates by some		the Directors. No certificate shall be issued representing
	mechanical means or may be printed thereon.		shares of more than one class. The Board may by resolution
				determine, either generally or in any particular case or cases,
				that any signatures on any such certificates (or certificates in
				respect of other securities) need not be autographic but may be
				affixed to such certificates by some mechanical means or may
				be printed thereon.

- 25 -

- 26 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

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

35.	When any share has been forfeited, notice of the forfeiture	35.	When any share has been forfeited, noticeNotice of the
	shall be served upon the person who was before forfeiture the		forfeiture shall be served upon the person who was before
	holder of the share. No forfeiture shall be invalidated by any		forfeiture the holder of the share. No forfeiture shall be
	omission or neglect to give such Notice.		invalidated by any omission or neglect to give such Notice.

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

- 27 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

45.	Notwithstanding any other provision of these Articles the	45.	Subject to the Listing Rules,
	Company or the Directors may fix any date as the record date		Notwithstandingnotwithstanding any other provision of these
	for:			Articles the Company or the Directors may fix any date as the
				record date for:
	(a) determining the Members entitled to receive any dividend,		(a)	determining the Members entitled to receive any dividend,
	distribution, allotment or issue and such record date may			distribution, allotment or issue and such record date
	be on, or at any time not more than thirty (30) days before			may be on, or at any time not more than thirty (30)
	or after, any date on which such dividend, distribution,			days before or after, any date on which such dividend,
	allotment or issue is declared, paid or made;			distribution, allotment or issue is declared, paid or
					made;
	(b) determining the Members entitled to receive notice of and		(b)	determining the Members entitled to receive noticeNotice
	to vote at any general meeting of the Company.			of and to vote at any general meeting of the Company.

46.	Subject to these Articles, any Member may transfer all or	46.	(1)	Subject to these Articles, any Member may transfer all
	any of his shares by an instrument of transfer in the usual or			or any of his shares by an instrument of transfer in the
	common form or in a form prescribed by the Designated Stock			usual or common form or in a form prescribed by the
	Exchange or in any other form approved by the Board and may			Designated Stock Exchange or in any other form approved
	be under hand or, if the transferor or transferee is a clearing			by the Board and may be under hand or, if the transferor
	house or its nominee(s), by hand or by machine imprinted			or transferee is a clearing house or its nominee(s), by
	signature or by such other manner of execution as the Board			hand or by machine imprinted signature or by such other
	may approve from time to time.				manner of execution as the Board may approve from time
					to time.
				(2)	Notwithstanding the provisions of subparagraph
					(1) above, for so long as any shares are listed on the
					Designated Stock Exchange, titles to such listed shares
					may be evidenced and transferred in accordance with
					the laws applicable to and the Listing Rules that are or
					shall be applicable to such listed shares. The register of
					members of the Company in respect of its listed shares
					(whether the Register or a branch register) may be
					kept by recording the particulars required by Section
					40 of the Act in a form otherwise than legible if such
					recording otherwise complies with the laws applicable
					to and the Listing Rules that are or shall be applicable
					to such listed shares.

51.	The registration of transfers of shares or of any class of	51.	The registration of transfers of shares or of any class of
	shares may, after notice has been given by advertisement in an		shares may, after notice has been given by announcement
	appointed newspaper or any other newspapers or by any other		or by electronic communication or by advertisement in
	means in accordance with the requirements of any Designated		an appointed newspaper orany othernewspapers or by
	Stock Exchange to that effect be suspended at such times and		any other means in accordance with the requirements of any
	for such periods (not exceeding in the whole thirty (30) days in		Designated Stock Exchange to that effect be suspended at such
	any year) as the Board may determine.			times and for such periods (not exceeding in the whole thirty
				(30) days in any year) as the Board may determine. The period
				of thirty (30) days may be extended in respect of any year if
				approved by the Members by ordinary resolution.

- 28 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

54.	A person becoming entitled to a share by reason of the death	54.	A person becoming entitled to a share by reason of the death
	or bankruptcy or winding-up of a Member shall be entitled to		or bankruptcy or winding-up of a Member shall be entitled to
	the same dividends and other advantages to which he would be		the same dividends and other advantages to which he would be
	entitled if he were the registered holder of the share. However,		entitled if he were the registered holder of the share. However,
	the Board may, if it thinks fit, withhold the payment of any		the Board may, if it thinks fit, withhold the payment of any
	dividend payable or other advantages in respect of such share		dividend payable or other advantages in respect of such share
	until such person shall become the registered holder of the		until such person shall become the registered holder of the
	share or shall have effectually transferred such share, but,		share or shall have effectually transferred such share, but,
	subject to the requirements of Article 75(2) being met, such a		subject to the requirements of Article 7572(2) being met, such
	person may vote at meetings.			a person may vote at meetings.

55.	…			55.	…
	(2)	….			(2)	….
	(a)	all cheques or warrants in respect of dividends of the		(a)	all cheques or warrants in respect of dividends of the
		shares in question, being not less than three in total			shares in question, being not less than three in total
		number, for any sum payable in cash to the holder of such			number, for any sum payable in cash to the holder of such
		shares in respect of them sent during the relevant period			shares in respect of them sent during the relevant period
		in the manner authorised by the Articles of the Company			in the manner authorised by the Articles of the Company
		have remained uncashed;				have remained uncashed;
	(b)	…			(b)	…
	(c)	the Company, if so required by the rules governing the		(c)	the Company, if so required by the rules governing the
		listing of shares on the Designated Stock Exchange, has			listing of shares on the Designated Stock Exchange,
		given notice to, and caused advertisement in newspapers			has given notice of its intention to sell such shares to,
		in accordance with the requirements of, the Designated			and caused advertisement in newspapersboth in daily
		Stock Exchange to be made of its intention to sell such			newspaper and in a newspaper circulating in the
		shares in the manner required by the Designated Stock			area of the last known address of such Member or
		Exchange, and a period of three (3) months or such			any person entitled to the share under Article 54 and
		shorter period as may be allowed by the Designated			where applicable, in each case in accordance with the
		Stock Exchange has elapsed since the date of such			requirements of, the Designated Stock Exchange to be
		advertisement.				made of its intention to sell such shares in the manner
						required bythe Designated Stock Exchange, and a period
						of three (3) months or such shorter period as may be
						allowed by the Designated Stock Exchange has elapsed
						since the date of such advertisement.
		For the purpose of the foregoing, the "relevant period"			For the purpose of the foregoing, the "relevant period"
		means the period commencing twelve years before the			means the period commencing twelve (12) years before
		date of publication of the advertisement referred to in			the date of publication of the advertisement referred to in
		paragraph (c) of this Article and ending at the expiry of			paragraph (c) of this Article and ending at the expiry of
		the period referred to in that paragraph.			the period referred to in that paragraph.
	…				…

- 29 -

- 30 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

59.	(1)	An annual general meeting shall be called by Notice of	59.	(1)	An annual general meeting shallmust be called by
		not less than twenty-one (21) clear days and not less than			Notice of not less than twenty-one (21) clear days and
		twenty (20) clear business days and any extraordinary			not less than twenty (20) clear business days and any
		general meeting at which the passing of a special			extraordinary general meeting at which the passing of
		resolution is to be considered shall be called by Notice			a special resolution is to be considered shall be called
		of not less than twenty-one (21) clear days and not less			by Notice of not less than twenty-one (21) clear days
		than ten (10) clear business days. All other extraordinary			and not less than ten (10) clear business days. All other
		general meetings may be called by Notice of not less			general meetings (including an extraordinary general
		than fourteen (14) clear days and not less than ten (10)			meetings) maymust be called by Notice of not less
		business days but a general meeting may be called by			than fourteen (14) clear days and not less than ten (10)
		shorter notice, subject to the Law and/or the rules of the			business days but if permitted by the Listing Rules, a
		Designated Stock Exchange, if it is so agreed:			general meeting may be called by shorter notice, subject
						to the LawAct and/or the rules of the Designated Stock
						Exchange, if it is so agreed:
	(a)	in the case of a meeting called as an annual general		(a)	in the case of a meeting called as an annual general
		meeting, by all the Members entitled to attend and vote			meeting, by all the Members entitled to attend and vote
		thereat; and				thereat; and
	(b)	in the case of any other meeting, by a majority in number		(b)	in the case of any other meeting, by a majority in number
		of the Members having the right to attend and vote at the			of the Members having the right to attend and vote at the
		meeting, being a majority together holding not less than			meeting, being a majority together holdingrepresenting
		ninety-five per cent. (95%) in nominal value of the issued			not less than ninety-five per cent. (95%) in nominal value
		shares giving that right.				of the total voting rights at the meeting of all the issued
						shares giving that rightMembers.
	(2)	The notice shall specify the time and place of the meeting		(2)	The noticeNotice shall specify (a) the time and placedate
		and particulars of resolutions to be considered at the			of the meeting and, (b) save for an electronic meeting,
		meeting and, in case of special business, the general			the place of the meeting and if there is more than one
		nature of the business. The notice convening an annual			meeting location as determined by the Board pursuant
		general meeting shall specify the meeting as such. Notice			to Article 64A, the principal place of the meeting (the
		of every general meeting shall be given to all Members			"Principal Meeting Place"), (c) if the general meeting
		other than to such Members as, under the provisions of			is to be a hybrid meeting or an electronic meeting,
		these Articles or the terms of issue of the shares they hold,			the Notice shall include a statement to that effect and
		are not entitled to receive such notices from the Company,			with details of the electronic facilities for attendance
		to all persons entitled to a share in consequence of the			and participation by electronic means at the meeting
		death or bankruptcy or winding-up of a Member and to			or where such details will be made available by the
		each of the Directors and the Auditors.			Company prior to the meeting, and (d) particulars of
						resolutions to be considered at the meeting and, in case
						of special business, the general nature of the business.
						The noticeNotice convening an annual general meeting
						shall specify the meeting as such. Notice of every general
						meeting shall be given to all Members other than to such
						Members as, under the provisions of these Articles or the
						terms of issue of the shares they hold, are not entitled
						to receive such noticesNotices from the Company, to all
						persons entitled to a share in consequence of the death or
						bankruptcy or winding-up of a Member and to each of the
						Directors and the Auditors.

- 31 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

61.	(1)	…		61.	(1)	…
	(d)	appointment of Auditors (where special notice of the		(d)	appointment of Auditors (where special notice of the
		intention for such appointment is not required by the Law)			intention for such appointment is not required by the
		and other officers;				LawAct) and other officers; and
	(e)	the fixing of the remuneration of the Auditors, and the		(e)	the fixing of the remuneration of the Auditors, and the
		voting of remuneration or extra remuneration to the			voting of remuneration or extra remuneration to the
		Directors;				Directors;.
	(f)	the granting of any mandate or authority to the Directors		(f)	the granting of any mandate or authority to the
		to offer, allot, grant options over or otherwise dispose			Directors to offer, allot, grant options over or
		of the unissued shares in the capital of the Company			otherwise dispose of the unissued shares in the capital
		representing not more than 20 per cent. in nominal value			of the Company representing not more than 20 per
		of its existing issued share capital; and			cent. in nominal value of its existing issued share
						capital; and
	(g)	the granting of any mandate or authority to the Directors		(g)	the granting of any mandate or authority to the
		to repurchase securities of the Company.			Directors to repurchase securities of the Company.
	R3				R3
	(2)	No business other than the appointment of a chairman of a		(2)	No business other than the appointment of a chairman
		meeting shall be transacted at any general meeting unless			of a meeting shall be transacted at any general meeting
		a quorum is present at the commencement of the business.			unless a quorum is present at the commencement of the
		Two (2) Members entitled to vote and present in person or			business. Two (2) Members entitled to vote and present in
		by proxy or (in the case of a Member being a corporation)			person or by proxy or (in the case of a Member being a
		by its duly authorised representative shall form a quorum			corporation) by its duly authorised representativeshall
		for all purposes.				form a quorum for all purposes.

62.	If within thirty (30) minutes (or such longer time not exceeding	62.	If within thirty (30) minutes (or such longer time not exceeding
	one hour as the chairman of the meeting may determine to		one hour as the chairman of the meeting may determine to
	wait) after the time appointed for the meeting a quorum is		wait) after the time appointed for the meeting a quorum is
	not present, the meeting, if convened on the requisition of		not present, the meeting, if convened on the requisition of
	Members, shall be dissolved. In any other case it shall stand		Members, shall be dissolved. In any other case it shall stand
	adjourned to the same day in the next week at the same		adjourned to the same day in the next week at the same time
	time and place or to such time and place as the Board may		and (where applicable) same place(s) or to such time and
	determine. If at such adjourned meeting a quorum is not		(where applicable) such place(s) and in such form and
	present within half an hour from the time appointed for holding		manner referred to in Articles 57 as the chairman of
	the meeting, the meeting shall be dissolved.		the meeting (or in default, asthe Board) may absolutely
					determine. If at such adjourned meeting a quorum is not
					present within half an hour from the time appointed for holding
					the meeting, the meeting shall be dissolved.

- 32 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

63.	The chairman of the Company shall preside as chairman at	63.	The chairman of the Company or if there is more than one
	every general meeting. If at any meeting the chairman, is not		chairman, any one of them as may be agreed amongst
	present within fifteen (15) minutes after the time appointed		themselves or failing such agreement, any one of them
	for holding the meeting, or is not willing to act as chairman,		elected by all the Directors present shall preside as chairman
	the Directors present shall choose one of their number to act,		at everya general meeting. If at any meeting theno chairman,
	or if one Director only is present he shall preside as chairman		is notpresent within fifteen (15) minutes after the time
	if willing to act. If no Director is present, or if each of the		appointed for holding the meeting, or is notwilling to act as
	Directors present declines to take the chair, or if the chairman		chairman, the deputy chairman of the Company or if there
	chosen shall retire from the chair, the Members present in		is more than one deputy chairman, any one of them as may
	person or (in the case of a Member being a corporation) by its		be agreed amongst themselves or failing such agreement,
	duly authorised representative or by proxy and entitled to vote		any one of them elected by all the Directors present shall
	shall elect one of their number to be chairman.		preside as chairman. If no chairman or deputy chairman
				is present or is willing to act as chairman of the meeting,
				the Directors present shall choose one of their number to act,
				or if one Director only is present he shall preside as chairman
				if willing to act. If no Director is present, or if each of the
				Directors present declines to take the chair, or if the chairman
				chosen shall retire from the chair, the Members present in
				person or (in the case of a Member being a corporation) by
				its duly authorised representative orby proxy and entitled
				to vote shall elect one of their number to be chairman of the
				meeting.

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

- 33 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

/	Nil		64A.	(1) The Board may, at its absolute discretion, arrange
				for persons entitled to attend a general meeting to
				do so by simultaneous attendance and participation
				by means of electronic facilities at such location or
				locations ("Meeting Location(s)") determined by the
				Board at its absolute discretion. Any Member or any
				proxy attending and participating in such way or any
				Member or proxy attending and participating in an
				electronic meeting or a hybrid meeting by means of
				electronic facilities is deemed to be present at and shall
				be counted in the quorum of the meeting.
				(2) All general meetings are subject to the following and,
				where appropriate, all references to a "Member" or
				"Members" in this sub-paragraph (2) shall include a
				proxy or proxies respectively:
				(a)	where a Member is attending a Meeting Location
					and/or in the case of a hybrid meeting, the
					meeting shall be treated as having commenced if
					it has commenced at the Principal Meeting Place;
				(b)	Members present in person or by proxy at a
					Meeting Location and/or Members attending
					and participating in an electronic meeting or a
					hybrid meeting by means of electronic facilities
					shall be counted in the quorum for and entitled to
					vote at the meeting in question, and that meeting
					shall be duly constituted and its proceedings
					valid provided that the chairman of the meeting
					is satisfied that adequate electronic facilities are
					available throughout the meeting to ensure that
					Members at all Meeting Locations and Members
					participating in an electronic meeting or a hybrid
					meeting by means of electronic facilities are
					able to participate in the business for which the
					meeting has been convened;
				(c)	where Members attend a meeting by being
					present at one of the Meeting Locations and/or
					where Members participating in an electronic
					meeting or a hybrid meeting by means of
					electronic facilities, a failure (for any reason)
					of the electronic facilities or communication
					equipment, or any other failure in the
					arrangements for enabling those in a Meeting
					Location other than the Principal Meeting
					Place to participate in the business for which
					the meeting has been convened or in the case of
					an electronic meeting or a hybrid meeting, the
					inability of one or more Members or proxies
					to access, or continue to access, the electronic
					facilities despite adequate electronic facilities
					having been made available by the Company,
					shall not affect the validity of the meeting or the
					resolutions passed, or any business conducted
					there or any action taken pursuant to such
					business provided that there is a quorum present
					throughout the meeting; and
				(d)	if any of the Meeting Locations is not in the same
					jurisdiction as the Principal Meeting Place and/
					or in the case of a hybrid meeting, the provisions
					of these Articles concerning the service and giving
					of Notice for the meeting, and the time for lodging
					proxies, shall apply by reference to the Principal
					Meeting Place; and in the case of an electronic
					meeting, the time for lodging proxies shall be as
					stated in the Notice for the meeting.

- 34 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

/	Nil		64B.	The Board and, at any general meeting, the chairman of
				the meeting may from time to time make arrangements
				for managing attendance and/or participation and/
				or voting at the Principal Meeting Place, any Meeting
				Location(s) and/or participation in an electronic meeting or
				a hybrid meeting by means of electronic facilities (whether
				involving the issue of tickets or some other means of
				identification, passcode, seat reservation, electronic voting
				or otherwise) as it shall in its absolute discretion consider
				appropriate, and may from time to time change any such
				arrangements, provided that a Member who, pursuant to
				such arrangements, is not entitled to attend, in person or by
				proxy, at any Meeting Location shall be entitled so to attend
				at one of the other Meeting Locations; and the entitlement
				of any Member so to attend the meeting or adjourned
				meeting or postponed meeting at such Meeting Location or
				Meeting Locations shall be subject to any such arrangement
				as may be for the time being in force and by the Notice of
				meeting or adjourned meeting or postponed meeting stated
				to apply to the meeting.

- 35 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
		THE ARTICLES OF ASSOCIATION


Currently in force	Proposed to be amended as

No.	Articles of Association	No.	Amended and Restated Articles of Association

/	Nil	64C.	If it appears to the chairman of the general meeting that:
			(a)	the electronic facilities at the Principal Meeting Place
				or at such other Meeting Location(s) at which the
				meeting may be attended have become inadequate
				for the purposes referred to in Article 64A(1) or
				are otherwise not sufficient to allow the meeting to
				be conducted substantially in accordance with the
				provisions set out in the Notice of the meeting; or
			(b)	in the case of an electronic meeting or a hybrid
				meeting, electronic facilities being made available by
				the Company have become inadequate; or
			(c)	it is not possible to ascertain the view of those present
				or to give all persons entitled to do so a reasonable
				opportunity to communicate and/or vote at the
				meeting; or
			(d)	there is violence or the threat of violence, unruly
				behaviour or other disruption occurring at the meeting
				or it is not possible to secure the proper and orderly
				conduct of the meeting;

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

- 36 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

/	Nil		64D.	The Board and, at any general meeting, the chairman of
				the meeting may make any arrangement and impose any
				requirement or restriction the Board or the chairman of
				the meeting, as the case may be, considers appropriate
				to ensure the security and orderly conduct of a meeting
				(including, without limitation, requirements for evidence of
				identity to be produced by those attending the meeting, the
				searching of their personal property and the restriction of
				items that may be taken into the meeting place, determining
				the number and frequency of and the time allowed for
				questions that may be raised at a meeting). Members shall
				also comply with all requirements or restrictions imposed
				by the owner of the premises at which the meeting is held.
				Any decision made under this Article shall be final and
				conclusive and a person who refuses to comply with any
				such arrangements, requirements or restrictions may
				be refused entry to the meeting or ejected (physically or
				electronically) from the meeting.

- 37 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

/	Nil		64E.	If, after the sending of Notice of a general meeting but
				before the meeting is held, or after the adjournment of a
				meeting but before the adjourned meeting is held (whether
				or not Notice of the adjourned meeting is required), the
				Directors, in their absolute discretion, consider that it is
				inappropriate, impracticable, unreasonable or undesirable
				for any reason to hold the general meeting on the date or
				at the time or place or by means of electronic facilities
				specified in the Notice calling the meeting, they may change
				or postpone the meeting to another date, time and/or place
				and/or change the electronic facilities and/or change the
				form of the meeting (a physical meeting, an electronic
				meeting or a hybrid meeting) without approval from
				the Members. Without prejudice to the generality of the
				foregoing, the Directors shall have the power to provide in
				every Notice calling a general meeting the circumstances
				in which a postponement of the relevant general meeting
				may occur automatically without further notice, including
				without limitation where a number 8 or higher typhoon
				signal, black rainstorm warning or other similar event is
				in force at any time on the day of the meeting. This Article
				shall be subject to the following:
				(a)	when a meeting is so postponed, the Company shall
					endeavour to post a Notice of such postponement
					on the Company's website as soon as practicable
					(provided that failure to post such a Notice shall not
					affect the automatic postponement of a meeting);
				(b)	when only the form of the meeting or electronic
					facilities specified in the Notice are changed, the Board
					shall notify the Members of details of such change in
					such manner as the Board may determine;
				(c)	when a meeting is postponed or changed in accordance
					with this Article, subject to and without prejudice
					to Article 64, unless already specified in the original
					Notice of the meeting, the Board shall fix the date,
					time, place (if applicable) and electronic facilities (if
					applicable) for the postponed or changed meeting
					and shall notify the Members of such details in such
					manner as the Board may determine; further all proxy
					forms shall be valid (unless revoked or replaced by a
					new proxy) if they are received as required by these
					Articles not less than 48 hours before the time of the
					postponed meeting; and
				(d)	Notice of the business to be transacted at the
					postponed or changed meeting shall not be required,
					nor shall any accompanying documents be required
					to be recirculated, provided that the business to be
					transacted at the postponed or changed meeting is the
					same as that set out in the original Notice of general
					meeting circulated to the Members.

- 38 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

/	Nil		64F.	All persons seeking to attend and participate in an
				electronic meeting or a hybrid meeting shall be responsible
				for maintaining adequate facilities to enable them to do so.
				Subject to Article 64C, any inability of a person or persons
				to attend or participate in a general meeting by way of
				electronic facilities shall not invalidate the proceedings of
				and/or resolutions passed at that meeting.

/	Nil		64G.	Without prejudice to other provisions in Article 64, a
				physical meeting may also be held by means of such
				telephone, electronic or other communication facilities
				as permit all persons participating in the meeting
				to communicate with each other simultaneously and
				instantaneously, and participation in such a meeting shall
				constitute presence in person at such meeting.

- 39 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

66.	(1)	Subject to any special rights or restrictions as to voting	66.	(1)	Subject to any special rights or restrictions as to voting
		for the time being attached to any shares by or in			for the time being attached to any shares by or in
		accordance with these Articles, at any general meeting			accordance with these Articles, at any general meeting
		on a poll every Member present in person or by proxy or,			on a poll every Member present in person or by proxy or,
		in the case of a Member being a corporation, by its duly			in the case of a Member being a corporation, by its
		authorised representative shall have one vote for every			duly authorised representativeshall have one vote for
		fully paid share of which he is the holder but so that			every fully paid share of which he is the holder but so that
		no amount paid up or credited as paid up on a share in			no amount paid up or credited as paid up on a share in
		advance of calls or instalments is treated for the foregoing			advance of calls or instalments is treated for the foregoing
		purposes as paid up on the share. A resolution put to			purposes as paid up on the share. A resolution put to the
		the vote of a meeting shall be decided by way of poll			vote of a meeting shall be decided by way of a poll save
		save that the chairman of the meeting may in good faith,			that in the case of a physical meeting, the chairman of
		allow a resolution which relates purely to a procedural			the meeting may in good faith, allow a resolution which
		and administrative matter to be voted on a show of hands			relates purely to a procedural andor administrative matter
		in which case every Member present in person or by			to be voted on by a show of hands in which case every
		proxy or, in the case of a Member being a corporation,			Member present in person or by proxy(ies) or, in the
		by its duly authorised representative shall have one vote			case of a Member being a corporation, by its duly
		provided that where more than one proxy is appointed by			authorised representativeshall have one vote provided
		a Member which is a clearing house (or its nominee(s)),			that where more than one proxy is appointed by a Member
		each such proxy shall have one vote on a show of			which is a clearing house (or its nominee(s)), each such
		hands. For the purposes of this Article, procedural and			proxy shall have one vote on a show of hands. For the
		administrative matters are those that (i) are not on the			purposes of this Article, procedural and administrative
		agenda of the general meeting or in any supplementary			matters are those that (i) are not on the agenda of the
		circular that may be issued by the Company to its			general meeting or in any supplementary circular that may
		Members; and (ii) relate to the chairman's duties to			be issued by the Company to its Members; and (ii) relate
		maintain the orderly conduct of the meeting and/or allow			to the chairman's duties to maintain the orderly conduct
		the business of the meeting to be properly and effectively			of the meeting and/or allow the business of the meeting to
		dealt with, whilst allowing all Members a reasonable			be properly and effectively dealt with, whilst allowing all
		opportunity to express their views.			Members a reasonable opportunity to express their views.
						Votes (whether on a show of hands or by way of poll)
						may be cast by such means, electronic or otherwise,
						as the Directors or the chairman of the meeting may
						determine.
	(2)	Where a show of hands is allowed before or on the		(2)	WhereIn the case of a physical meeting where a show
		declaration of the result of the show of hands, a poll may			of hands is allowed before or on the declaration of the
		be demanded:				result of the show of hands, a poll may be demanded:
	(a)	by at least three Members present in person or in the case		(a)	by at least three Members present in person or in the
		of a Member being a corporation by its duly authorised			case of a Member being a corporation by its duly
		representative or by proxy for the time being entitled to			authorised representativeor by proxy for the time being
		vote at the meeting; or				entitled to vote at the meeting; or
	(b)	by a Member or Members present in person or in the case		(b)	by a Member or Members present in person or in the
		of a Member being a corporation by its duly authorised			case of a Member being a corporation by its duly
		representative or by proxy and representing not less than			authorised representativeor by proxy and representing
		one-tenth of the total voting rights of all Members having			not less than one-tenth of the total voting rights of all
		the right to vote at the meeting; or				Members having the right to vote at the meeting; or
	(c)	by a Member or Members present in person or in the case		(c)	by a Member or Members present in person or in the
		of a Member being a corporation by its duly authorised			case of a Member being a corporation by its duly
		representative or by proxy and holding shares in the			authorised representativeor by proxy and holding
		Company conferring a right to vote at the meeting being			shares in the Company conferring a right to vote at the
		shares on which an aggregate sum has been paid up equal			meeting being shares on which an aggregate sum has been
		to not less than one-tenth of the total sum paid up on all			paid up equal to not less than one-tenth of the total sum
		shares conferring that right.				paid up on all shares conferring that right.
		A demand by a person as proxy for a Member or in			A demand by a person as proxy for a Member or in the
		the case of a Member being a corporation by its duly			case of a Member being a corporation by its duly
		authorised representative shall be deemed to be the same			authorised representativeshall be deemed to be the
		as a demand by a Member.				same as a demand by athe Member.

- 40 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

67.	Where a resolution is voted by a show of hands, a declaration	67.	Where a resolution is voted on by a show of hands, a
	by the chairman that a resolution has been carried, or carried		declaration by the chairman that a resolution has been carried,
	unanimously, or by a particular majority, or not carried by a		or carried unanimously, or by a particular majority, or not
	particular majority, or lost, and an entry to that effect made in		carried by a particular majority, or lost, and an entry to that
	the minute book of the Company, shall be conclusive evidence		effect made in the minute book of the Company, shall be
	of the facts without proof of the number or proportion of the		conclusive evidence of the facts without proof of the number or
	votes recorded for or against the resolution.		proportion of the votes recorded for or against the resolution.
				The result of the poll shall be deemed to be the resolution
				of the meeting. The Company shall only be required to
				disclose the voting figures on a poll if such disclosure is
				required by the Listing Rules.

68.	The result of the poll shall be deemed to be the resolution of	/	removed
	the meeting. The Company shall only be required to disclose
	the voting figures on a poll if such disclosure is required by the
	rules of the Designated Stock Exchange.

69.	Intentionally deleted.		/	removed

70.	Intentionally deleted.		/	removed

73.	All questions submitted to a meeting shall be decided by a	70.	All questions submitted to a meeting shall be decided by a
	simple majority of votes except where a greater majority is		simple majority of votes except where a greater majority is
	required by these Articles or by the Law. In the case of an		required by these Articles or by the LawAct. In the case of an
	equality of votes, whether on a show of hands or on a poll,		equality of votes, whether on a show of hands or on a poll,
	the chairman of such meeting shall be entitled to a second or		the chairman of such meeting shall be entitled to a second or
	casting vote in addition to any other vote he may have.		casting vote in addition to any other vote he may have.

74.	Where there are joint holders of any share any one of such joint	71.	Where there are joint holders of any share any one of such
	holder may vote, either in person or by proxy, in respect of		joint holders may vote, either in person or by proxy, in respect
	such share as if he were solely entitled thereto, but if more than		of such share as if he were solely entitled thereto, but if more
	one of such joint holders be present at any meeting the vote of		than one of such joint holders be present at any meeting the
	the senior who tenders a vote, whether in person or by proxy,		vote of the senior holder who tenders a vote, whether in person
	shall be accepted to the exclusion of the votes of the other joint		or by proxy, shall be accepted to the exclusion of the votes
	holders, and for this purpose seniority shall be determined by		of the other joint holders, and for this purpose seniority shall
	the order in which the names stand in the Register in respect		be determined by the order in which the names stand in the
	of the joint holding. Several executors or administrators of a		Register in respect of the joint holding. Several executors or
	deceased Member in whose name any share stands shall for the		administrators of a deceased Member in whose name any share
	purposes of this Article be deemed joint holders thereof.		stands shall for the purposes of this Article be deemed joint
				holders thereof.

- 41 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

75.	(1)	A Member who is a patient for any purpose relating to	72.	(1)	A Member who is a patient for any purpose relating to
		mental health or in respect of whom an order has been			mental health or in respect of whom an order has been
		made by any court having jurisdiction for the protection			made by any court having jurisdiction for the protection
		or management of the affairs of persons incapable of			or management of the affairs of persons incapable of
		managing their own affairs may vote, whether on a			managing their own affairs may vote, whether on a
		show of hands or on a poll, by his receiver, committee,			show of hands or on a poll, by his receiver, committee,
		curator bonis or other person in the nature of a receiver,			curator bonis or other person in the nature of a receiver,
		committee or curator bonis appointed by such court, and			committee or curator bonis appointed by such court, and
		such receiver, committee, curator bonis or other person			such receiver, committee, curator bonis or other person
		may vote on a poll by proxy, and may otherwise act and			may vote on a pollby proxy, and may otherwise act and
		be treated as if he were the registered holder of such			be treated as if he were the registered holder of such
		shares for the purposes of general meetings, provided that			shares for the purposes of general meetings, provided that
		such evidence as the Board may require of the authority			such evidence as the Board may require of the authority
		of the person claiming to vote shall have been deposited			of the person claiming to vote shall have been deposited
		at the Office, head office or Registration Office, as			at the Office, head office or Registration Office, as
		appropriate, not less than forty-eight (48) hours before			appropriate, not less than forty-eight (48) hours before
		the time appointed for holding the meeting, or adjourned			the time appointed for holding the meeting, or adjourned
		meeting or poll, as the case may be.			meeting, or pollpostponed meeting, as the case may be.
	(2)	Any person entitled under Article 53 to be registered as		(2)	Any person entitled under Article 53 to be registered as
		the holder of any shares may vote at any general meeting			the holder of any shares may vote at any general meeting
		in respect thereof in the same manner as if he were the			in respect thereof in the same manner as if he were the
		registered holder of such shares, provided that forty-			registered holder of such shares, provided that forty-eight
		eight (48) hours at least before the time of the holding			(48) hours at least before the time of the holding of the
		of the meeting or adjourned meeting, as the case may be,			meeting or adjourned meeting or postponed meeting, as
		at which he proposes to vote, he shall satisfy the Board			the case may be, at which he proposes to vote, he shall
		of his entitlement to such shares, or the Board shall have			satisfy the Board of his entitlement to such shares, or the
		previously admitted his right to vote at such meeting in			Board shall have previously admitted his right to vote at
		respect thereof.				such meeting in respect thereof.

77.	If:			74.	If:
	(a)	…			(a)	…
	(b)	…			(b)	…
	(c)	…			(c)	…
		the objection or error shall not vitiate the decision of the			the objection or error shall not vitiate the decision of the
		meeting or adjourned meeting on any resolution unless the			meeting or adjourned meeting or postponed meeting
		same is raised or pointed out at the meeting or, as the case			on any resolution unless the same is raised or pointed
		may be, the adjourned meeting at which the vote objected			out at the meeting or, as the case may be, the adjourned
		to is given or tendered or at which the error occurs. Any			meeting or postponed meeting at which the vote objected
		objection or error shall be referred to the chairman of			to is given or tendered or at which the error occurs. Any
		the meeting and shall only vitiate the decision of the			objection or error shall be referred to the chairman of
		meeting on any resolution if the chairman decides that the			the meeting and shall only vitiate the decision of the
		same may have affected the decision of the meeting. The			meeting on any resolution if the chairman decides that the
		decision of the chairman on such matters shall be final			same may have affected the decision of the meeting. The
		and conclusive.				decision of the chairman on such matters shall be final
						and conclusive.

- 42 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

80.	The instrument appointing a proxy and (if required by the	77.	(1) The Company may, at its absolute discretion, provide
	Board) the power of attorney or other authority (if any)		an electronic address for the receipt of any document
	under which it is signed, or a certified copy of such power or		or information relating to proxies for a general
	authority, shall be delivered to such place or one of such places		meeting (including any instrument of proxy or
	(if any) as may be specified for that purpose in or by way of		invitation to appoint a proxy, any document necessary
	note to or in any document accompanying the notice convening		to show the validity of, or otherwise relating to,
	the meeting (or, if no place is so specified at the Registration		an appointment of proxy (whether or not required
	Office or the Office, as may be appropriate) not less than forty-		under these Articles) and notice of termination of the
	eight (48) hours before the time appointed for holding the		authority of a proxy). If such an electronic address is
	meeting or adjourned meeting at which the person named in the		provided, the Company shall be deemed to have agreed
	instrument proposes to vote. No instrument appointing a proxy		that any such document or information (relating
	shall be valid after the expiration of twelve (12) months from		to proxies as aforesaid) may be sent by electronic
	the date named in it as the date of its execution, except at an		means to that address, subject as hereafter provided
	adjourned meeting in cases where the meeting was originally		and subject to any other limitations or conditions
	held within twelve (12) months from such date. Delivery of		specified by the Company when providing the address.
	an instrument appointing a proxy shall not preclude a Member		Without limitation, the Company may from time to
	from attending and voting in person at the meeting convened		time determine that any such electronic address may
	and in such event, the instrument appointing a proxy shall be		be used generally for such matters or specifically
	deemed to be revoked.			for particular meetings or purposes and, if so, the
				Company may provide different electronic addresses
				for different purposes. The Company may also impose
				any conditions on the transmission of and its receipt
				of such electronic communications including, for
				the avoidance of doubt, imposing any security or
				encryption arrangements as may be specified by the
				Company. If any document or information required
				to be sent to the Company under this Article is sent
				to the Company by electronic means, such document
				or information is not treated as validly delivered to or
				deposited with the Company if the same is not received
				by the Company at its designated electronic address
				provided in accordance with this Article or if no
				electronic address is so designated by the Company for
				the receipt of such document or information.
				(2) The instrument appointing a proxy and (if required by the
				Board) the power of attorney or other authority (if any)
				under which it is signed, or a certified copy of such power
				or authority, shall be delivered to such place or one of
				such places (if any) as may be specified for that purpose
				in or by way of note to or in any document accompanying
				the noticeNotice convening the meeting (or, if no place
				is so specified at the Registration Office or the Office, as
				may be appropriate), or if the Company has provided
				an electronic address in accordance with the preceding
				paragraph, shall be received at the electronic address
				specified, not less than forty-eight (48) hours before
				the time appointed for holding the meeting or adjourned
				meeting or postponed meeting at which the person
				named in the instrument proposes to vote. No instrument
				appointing a proxy shall be valid after the expiration
				of twelve (12) months from the date named in it as the
				date of its execution, except at an adjourned meeting
				or postponed meeting in cases where the meeting was
				originally held within twelve (12) months from such date.
				Delivery of an instrument appointing a proxy shall not
				preclude a Member from attending and voting in person
				at the meeting convened and in such event, the instrument
				appointing a proxy shall be deemed to be revoked.

- 43 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

81.	Instruments of proxy shall be in any common form or in such	78.	Instruments of proxy shall be in any common form or in such
	other form as the Board may approve (provided that this shall		other form as the Board may approve (provided that this shall
	not preclude the use of the two-way form) and the Board may,		not preclude the use of the two-way form) and the Board
	if it thinks fit, send out with the notice of any meeting forms		may, if it thinks fit, send out with the noticeNotice of any
	of instrument of proxy for use at the meeting. The instrument		meeting forms of instrument of proxy for use at the meeting.
	of proxy shall be deemed to confer authority to vote on any		The instrument of proxy shall be deemed to confer authority
	amendment of a resolution put to the meeting for which it is		to vote on any amendment of a resolution put to the meeting
	given as the proxy thinks fit. The instrument of proxy shall,		for which it is given as the proxy thinks fit. The instrument
	unless the contrary is stated therein, be valid as well for any		of proxy shall, unless the contrary is stated therein, be valid
	adjournment of the meeting as for the meeting to which it		as well for any adjournment of the meeting as for the meeting
	relates.			to which it relates. The Board may decide, either generally
				or in any particular case, to treat a proxy appointment as
				valid notwithstanding that the appointment or any of the
				information required under these Articles has not been
				received in accordance with the requirements of these
				Articles. Subject to aforesaid, if the proxy appointment
				and any of the information required under these Articles
				is not received in the manner set out in these Articles, the
				appointee shall not be entitled to vote in respect of the
				shares in question.

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

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

- 44 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

86.	(1) Unless otherwise determined by the Company in general	83.	(1) Unless otherwise determined by the Company in general
	meeting, the number of Directors shall not be less than		meeting, the number of Directors shall not be less than
	two (2). There shall be no maximum number of Directors		two (2). There shall be no maximum number of Directors
	unless otherwise determined from time to time by the		unless otherwise determined from time to time by the
	Members in general meeting. The Directors shall be		Members in general meeting. The Directors shall be
	elected or appointed in the first place by the subscribers to		elected or appointed in the first place by the subscribers to
	the Memorandum of Association or by a majority of them		the Memorandum of Association or by a majority of them
	and thereafter in accordance with Article 87 and shall		and thereafter in accordance with Article 8784 called for
	hold office until their successors are elected or appointed.		such purpose and who shall hold office for such terms
				as the Members may determine or, in the absence of
				such determination, in accordance with Article 84 or
				until their successors are elected or appointed or their
				office is otherwise vacated.
	…			…
	(4) Neither a Director nor an alternate Director shall be		(4) Neither a Director nor an alternate Director shall be
	required to hold any shares of the Company by way of		required to hold any shares of the Company by way of
	qualification and a Director or alternate Director (as the		qualification and a Director or alternate Director (as the
	case may be) who is not a Member shall be entitled to		case may be) who is not a Member shall be entitled to
	receive notice of and to attend and speak at any general		receive noticeNotice of and to attend and speak at any
	meeting of the Company and of all classes of shares of the		general meeting of the Company and of all classes of
	Company.			shares of the Company.
	…			…
	(6) A vacancy on the Board created by the removal of a		(6) A vacancy on the Board created by the removal of a
	Director under the provisions of subparagraph (5) above		Director under the provisions of subparagraph (5) above
	may be filled by the election or appointment by ordinary		may be filled by the election or appointment by ordinary
	resolution the Members at the meeting at which such		resolution of the Members at the meeting at which such
	Director is removed.			Director is removed.
	…			…

- 45 -

- 46 -

- 47 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

103.	(1)	A Director shall not vote (nor be counted in the quorum) on any	100.	(1)	A Director shall not vote (nor be counted in the quorum) on any
		resolution of the Board approving any contract or arrangement			resolution of the Board approving any contract or arrangement or
		or any other proposal in which he or any of his associates is			any other proposal in which he or any of his close associates is
		materially interested, but this prohibition shall not apply to any of			materially interested, but this prohibition shall not apply to any of
		the following matters namely:				the following matters namely:
	(i)	any contract or arrangement for the giving to such Director or his		(i)(a)	any contract or arrangement for the giving to such Director or
		associate(s) any security or indemnity in respect of money lent by			his close associate(s) any security or indemnity in respect of
		him or any of his associates or obligations incurred or undertaken			money lent by him or any of his associatesclose associate(s)
		by him or any of his associates at the request of or for the benefit			or obligations incurred or undertaken by him or any of his
		of the Company or any of its subsidiaries;			associatesclose associate(s) at the request of or for the benefit of
						the Company or any of its subsidiaries;
	(ii)	any contract or arrangement for the giving of any security or		(ii)(b) any contract or arrangement for the giving of any security or
		indemnity to a third party in respect of a debt or obligation of			indemnity to a third party in respect of a debt or obligation of the
		the Company or any of its subsidiaries for which the Director or			Company or any of its subsidiaries for which the Director or his
		his associate(s) has himself/themselves assumed responsibility			close associate(s) has himself/themselves assumed responsibility
		in whole or in part whether alone or jointly under a guarantee or			in whole or in part whether alone or jointly under a guarantee or
		indemnity or by the giving of security;				indemnity or by the giving of security;
	(iii)	any contract or arrangement concerning an offer of shares or		(iii)(c)any contract or arrangement concerning an offer of shares or
		debentures or other securities of or by the Company or any other			debentures or other securities of or by the Company or any other
		company which the Company may promote or be interested in for			company which the Company may promote or be interested in
		subscription or purchase, where the Director or his associate(s) is/			for subscription or purchase, where the Director or his close
		are or is/are to be interested as a participant in the underwriting or			associate(s) is/are or is/are to be interested as a participant in the
		sub-underwriting of the offer;				underwriting or sub-underwriting of the offer;
	(iv)	any contract or arrangement in which the Director or his		(iv)(d)any contract or arrangement in which the Director or his close
		associate(s) is/are interested in the same manner as other holders			associate(s) is/are interested in the same manner as other holders
		of shares or debentures or other securities of the Company by			of shares or debentures or other securities of the Company by
		virtue only of his/their interest in shares or debentures or other			virtue only of his/their interest in shares or debentures or other
		securities of the Company;				securities of the Company;
	(v)	Intentionally deleted; or			(v)	Intentionally deleted;or
	(vi)	any proposal or arrangement concerning the adoption,		(vi)(e) any proposal or arrangement concerning the adoption,
		modification or operation of a share option scheme, a pension			modification or operation of a share option scheme, a pension
		fund or retirement, death or disability benefits scheme or other			fund or retirement, death or disability benefits scheme or
		arrangement which relates both to Directors, his associates and			other arrangement which relates both to Directors,or his
		employees of the Company or of any of its subsidiaries and does			associatesclose associate(s) and to employees of the Company
		not provide in respect of any Director, or his associate(s), as such			or of any of its subsidiaries and does not provide in respect of
		any privilege or advantage not accorded generally to the class of			any Director, or his close associate(s), as such any privilege or
		persons to which such scheme or fund relates.			advantage not accorded generally to the class of persons to which
	(2)	Intentionally deleted.				such scheme or fund relates.
			(2)	Intentionally deleted.
	(3)	Intentionally deleted.
			(3)	Intentionally deleted.
	(4)	If any question shall arise at any meeting of the Board as to the
		(4)(2)
		materiality of the interest of a Director (other than the chairman		If any question shall arise at any meeting of the Board as to the
		of the meeting) or as to the entitlement of any Director (other			materiality of the interest of a Director (other than the chairman
		than such chairman) to vote and such question is not resolved			of the meeting) or as to the entitlement of any Director (other
		by his voluntarily agreeing to abstain from voting, such question			than such chairman) to vote and such question is not resolved
		shall be referred to the chairman of the meeting and his ruling in			by his voluntarily agreeing to abstain from voting, such question
		relation to such other Director shall be final and conclusive except			shall be referred to the chairman of the meeting and his ruling in
		in a case where the nature or extent of the interest of the Director			relation to such other Director shall be final and conclusive except
		concerned as known to such Director has not been fairly disclosed			in a case where the nature or extent of the interest of the Director
		to the Board. If any question as aforesaid shall arise in respect of			concerned as known to such Director has not been fairly disclosed
		the chairman of the meeting such question shall be decided by a			to the Board. If any question as aforesaid shall arise in respect of
		resolution of the Board (for which purpose such chairman shall			the chairman of the meeting such question shall be decided by a
		not vote thereon) and such resolution shall be final and conclusive			resolution of the Board (for which purpose such chairman shall
		except in a case where the nature or extent of the interest of such			not vote thereon) and such resolution shall be final and conclusive
		chairman as known to such chairman has not been fairly disclosed			except in a case where the nature or extent of the interest of such
		to the Board.				chairman as known to such chairman has not been fairly disclosed
						to the Board.

- 48 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

104.	…			101.	…
	(3)	Without prejudice to the general powers conferred by		(3)	Without prejudice to the general powers conferred by
		these Articles it is hereby expressly declared that the			these Articles it is hereby expressly declared that the
		Board shall have the following powers:			Board shall have the following powers:
	(a)	To give to any person the right or option of requiring at a		(a)	Toto give to any person the right or option of requiring at
		future date that an allotment shall be made to him of any			a future date that an allotment shall be made to him of any
		share at par or at such premium as may be agreed.			share at par or at such premium as may be agreed.;
	(b)	To give to any Directors, officers or servants of the		(b)	Toto give to any Directors, officers or servants of
		Company an interest in any particular business or			the Company an interest in any particular business or
		transaction or participation in the profits thereof or in the			transaction or participation in the profits thereof or in the
		general profits of the Company either in addition to or in			general profits of the Company either in addition to or in
		substitution for a salary or other remuneration.			substitution for a salary or other remuneration.	.	; and
	(c)	To resolve that the Company be deregistered in the		(c)	Toto resolve that the Company be deregistered in the
		Cayman Islands and continued in a named jurisdiction			Cayman Islands and continued in a named jurisdiction
		outside the Cayman Islands subject to the provisions of			outside the Cayman Islands subject to the provisions of
		the Law.				the LawAct.
	(4)	Except as would, if the Company were a company		(4)	The Company shall not make any loan, directly or
		incorporated in Hong Kong, be permitted by Section			indirectly, to a Director or his close associate(s) if and
		157H of the Companies Ordinance (Chapter 32 of the			to the extent it would be prohibited by the Companies
		Laws of Hong Kong) as in force at the date of adoption of			Ordinance (Chapter 622 of the laws of Hong Kong)
		these Articles, and except as permitted under the Law, the			as if the Company were a company incorporated in
		Company shall not directly or indirectly:			Hong Kong.Except as would, if the Company were a
						company incorporated in Hong Kong, be permitted by
						Section 157H of the Companies Ordinance (Chapter
						32 of the Laws of Hong Kong) as in force at the date
						of adoption of these Articles, and except as permitted
						under the Law, the Company shall not directly or
						indirectly:
	(i)	make a loan to a Director or a director of any holding		(i)	make a loan to a Director or a director of any holding
		company of the Company or to any of their respective			company of the Company or to any of their respective
		associates (as defined by the rules, where applicable, of			associates (as defined by the rules, where applicable, of
		the Designated Stock Exchange);				the Designated Stock Exchange);
	(ii)	enter into any guarantee or provide any security in		(ii)	enter into any guarantee or provide any security
		connection with a loan made by any person to a Director			in connection with a loan made by any person to a
		or such a director; or				Director or such a director; or
	(iii)	if any one or more of the Directors hold (jointly or		(iii)	if any one or more of the Directors hold (jointly
		severally or directly or indirectly) a controlling interest			or severally or directly or indirectly) a controlling
		in another company, make a loan to that other company			interest in another company, make a loan to that other
		or enter into any guarantee or provide any security in			company or enter into any guarantee or provide any
		connection with a loan made by any person to that other			security in connection with a loan made by any person
		company.				to that other company.
	Article 104(4) shall only have effect for so long as the shares		Article 104101(4) shall only have effect for so long as the
	of the Company are listed on The Stock Exchange of Hong		shares of the Company are listed on The Stock Exchange of
	Kong Limited.			Hong Kong Limited.

- 49 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

114.	The Board may meet for the despatch of business, adjourn and	111.	The Board may meet for the despatch of business, adjourn or
	otherwise regulate its meetings as it considers appropriate.		postpone and otherwise regulate its meetings as it considers
	Questions arising at any meeting shall be determined by a		appropriate. Questions arising at any meeting shall be
	majority of votes. In the case of any equality of votes the		determined by a majority of votes. In the case of any equality
	chairman of the meeting shall have an additional or casting		of votes the chairman of the meeting shall have an additional or
	vote.			casting vote.

115.	A meeting of the Board may be convened by the Secretary on	112.	A meeting of the Board may be convened by the Secretary on
	request of a Director or by any Director. The Secretary shall		request of a Director or by any Director. The Secretary shall
	convene a meeting of the Board of which notice may be given		convene a meeting of the Board of which notice maywhenever
	in writing or by telephone or in such other manner as the Board		he shall be required so to do by any Director. Notice of a
	may from time to time determine whenever he shall be required		meeting of the Board shall be deemed to be duly given to a
	so to do by the president or chairman, as the case may be, or		Director if it is given to such Director in writing or verbally
	any Director.			(including in person or by telephone) or by electronic
				means to an electronic address from time to time notified
				to the Company by such Director or (if the recipient
				consents to it being made available on a website) by
				making it available on a website or by telephone or in such
				other manner as the Board may from time to time determine
				whenever he shall be required so to do by the president or
				chairman, as the case may be, or any Director.

116.	…		113.	…
	(2) Directors may participate in any meeting of the Board by		(2) Directors may participate in any meeting of the Board
	means of a conference telephone or other communications		by means of a conference telephone, electronic or other
	equipment through which all persons participating in the		communications equipment through which all persons
	meeting can communicate with each other simultaneously		participating in the meeting can communicate with each
	and instantaneously and, for the purpose of counting a		other simultaneously and instantaneously and, for the
	quorum, such participation shall constitute presence at a		purpose of counting a quorum, such participation shall
	meeting as if those participating were present in person.		constitute presence at a meeting as if those participating
				were present in person.
	…			…

118.	The Board may elect a chairman and one or more deputy	115.	The Board may elect aone or more chairman and one or more
	chairman of its meetings and determine the period for which		deputy chairman of its meetings and determine the period for
	they are respectively to hold such office. If no chairman or		which they are respectively to hold such office. If no chairman
	deputy chairman is elected, or if at any meeting neither the		or deputy chairman is elected, or if at any meeting neither
	chairman nor any deputy chairman is present within five		theno chairman nor anyor deputy chairman is present within
	(5) minutes after the time appointed for holding the same,		five (5) minutes after the time appointed for holding the same,
	the Directors present may choose one of their number to be		the Directors present may choose one of their number to be
	chairman of the meeting.			chairman of the meeting.

- 50 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

122.	A resolution in writing signed by all the Directors except such	119.	A resolution in writing signed by all the Directors except such
	as are temporarily unable to act through ill-health or disability,		as are temporarily unable to act through ill-health or disability,
	and all the alternate Directors, if appropriate, whose appointors		and all the alternate Directors, if appropriate, whose appointors
	are temporarily unable to act as aforesaid shall (provided that		are temporarily unable to act as aforesaid shall (provided that
	such number is sufficient to constitute a quorum and further		such number is sufficient to constitute a quorum and further
	provided that a copy of such resolution has been given or the		provided that a copy of such resolution has been given or the
	contents thereof communicated to all the Directors for the		contents thereof communicated to all the Directors for the
	time being entitled to receive notices of Board meetings in the		time being entitled to receive notices of Board meetings in the
	same manner as notices of meetings are required to be given		same manner as notices of meetings are required to be given
	by these Articles) be as valid and effectual as if a resolution		by these Articles) be as valid and effectual as if a resolution
	had been passed at a meeting of the Board duly convened and		had been passed at a meeting of the Board duly convened and
	held. Such resolution may be contained in one document or		held. A notification of consent to such resolution given by
	in several documents in like form each signed by one or more		a Director in writing to the Board by any means (including
	of the Directors or alternate Directors and for this purpose a		by means of electronic communication) shall be deemed to
	facsimile signature of a Director or an alternate Director shall		be his/her signature to such resolution in writing for the
	be treated as valid. Notwithstanding the foregoing, a resolution		purpose of this Article. Such resolution may be contained
	in writing shall not be passed in lieu of a meeting of the Board		in one document or in several documents in like form each
	for the purposes of considering any matter or business in which		signed by one or more of the Directors or alternate Directors
	a substantial shareholder of the Company or a Director has		and for this purpose a facsimile signature of a Director or an
	a conflict of interest and the Board has determined that such		alternate Director shall be treated as valid. Notwithstanding the
	conflict of interest to be material.			foregoing, a resolution in writing shall not be passed in lieu
				of a meeting of the Board for the purposes of considering any
				matter or business in which a substantial shareholder of the
				Company or a Director has a conflict of interest and the Board
				has determined that such conflict of interest to be material.

127.	(1) The officers of the Company shall consist of a chairman,	124.	(1) The officers of the Company shall consist of aat least one
	the Directors and Secretary and such additional officers		chairman, the Directors and Secretary and such additional
	(who may or may not be Directors) as the Board may		officers (who may or may not be Directors) as the Board
	from time to time determine, all of whom shall be deemed		may from time to time determine, all of whom shall be
	to be officers for the purposes of the Law and these		deemed to be officers for the purposes of the LawAct and
	Articles.			these Articles.
	(2) The Directors shall, as soon as may be after each		(2) The Directors shall, as soon as may be after each
	appointment or election of Directors, elect amongst the		appointment or election of Directors, elect amongst the
	Directors a chairman and if more than one (1) Director is		Directors a chairman and if more than one (1) Director is
	proposed for this office, the election to such office shall		proposed for this office, the election to such office shall
	take place in such manner as the Directors may determine.		take placeDirectors may elect more than one chairman
				in such manner as the Directors may determine.
	…			…

- 51 -

- 52 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

145.	(1)	…		142.	(1)	…
	(a)	…			(a)	…
	(iv)	the dividend (or that part of the dividend to be satisfied by the		(iv)	the dividend (or that part of the dividend to be satisfied by the
		allotment of shares as aforesaid) shall not be payable in cash on			allotment of shares as aforesaid) shall not be payable in cash on
		shares in respect whereof the cash election has not been duly			shares in respect whereof the cash election has not been duly
		exercised ("the non-elected shares") and in satisfaction thereof			exercised ("the non-elected shares") and in satisfaction thereof
		shares of the relevant class shall be allotted credited as fully			shares of the relevant class shall be allotted credited as fully
		paid up to the holders of the non-elected shares on the basis of			paid up to the holders of the non-elected shares on the basis of
		allotment determined as aforesaid and for such purpose the Board			allotment determined as aforesaid and for such purpose the Board
		shall capitalise and apply out of any part of the undivided profits			shall capitalise and apply out of any part of the undivided profits
		of the Company (including profits carried and standing to the			of the Company (including profits carried and standing to the
		credit of any reserves or other special account, share premium			credit of any reserves or other special account, share premium
		account, capital redemption reserve other than the Subscription			account, capital redemption reserve other than the Subscription
		Rights Reserve) as the Board may determine, such sum as may be			Rights Reserve (as defined below)) as the Board may determine,
		required to pay up in full the appropriate number of shares of the			such sum as may be required to pay up in full the appropriate
		relevant class for allotment and distribution to and amongst the			number of shares of the relevant class for allotment and
		holders of the non-elected shares on such basis; or			distribution to and amongst the holders of the non-elected shares
						on such basis; or
	…				…
	(b)	…			(b)	…
	(iv)	the dividend (or that part of the dividend in respect of which a		(iv)	the dividend (or that part of the dividend in respect of which a
		right of election has been accorded) shall not be payable in cash			right of election has been accorded) shall not be payable in cash
		on shares in respect whereof the share election has been duly			on shares in respect whereof the share election has been duly
		exercised ("the elected shares") and in lieu thereof shares of the			exercised ("the elected shares") and in lieu thereof shares of the
		relevant class shall be allotted credited as fully paid up to the			relevant class shall be allotted credited as fully paid up to the
		holders of the elected shares on the basis of allotment determined			holders of the elected shares on the basis of allotment determined
		as aforesaid and for such purpose the Board shall capitalise and			as aforesaid and for such purpose the Board shall capitalise and
		apply out of any part of the undivided profits of the Company			apply out of any part of the undivided profits of the Company
		(including profits carried and standing to the credit of any			(including profits carried and standing to the credit of any
		reserves or other special account, share premium account, capital			reserves or other special account, share premium account, capital
		redemption reserve other than the Subscription Rights Reserve)			redemption reserve other than the Subscription Rights Reserve (as
		as the Board may determine, such sum as may be required to pay			defined below)) as the Board may determine, such sum as may be
		up in full the appropriate number of shares of the relevant class			required to pay up in full the appropriate number of shares of the
		for allotment and distribution to and amongst the holders of the			relevant class for allotment and distribution to and amongst the
		elected shares on such basis.				holders of the elected shares on such basis.
	…				…
	(2)	(a) The shares allotted pursuant to the provisions of paragraph		(2)	(a) The shares allotted pursuant to the provisions of paragraph
		(1) of this Article shall rank pari passu in all respects			(1) of this Article shall rank pari passu in all respects
		with shares of the same class (if any) then in issue save			with shares of the same class (if any) then in issue save
		only as regards participation in the relevant dividend or			only as regards participation in the relevant dividend or
		in any other distributions, bonuses or rights paid, made,			in any other distributions, bonuses or rights paid, made,
		declared or announced prior to or contemporaneously			declared or announced prior to or contemporaneously
		with the payment or declaration of the relevant dividend			with the payment or declaration of the relevant dividend
		unless, contemporaneously with the announcement by the			unless, contemporaneously with the announcement by the
		Board of their proposal to apply the provisions of sub-			Board of their proposal to apply the provisions of sub-
		paragraph (a) or (b) of paragraph (2) of this Article in			paragraph (a) or (b) of paragraph (21) of this Article in
		relation to the relevant dividend or contemporaneously			relation to the relevant dividend or contemporaneously
		with their announcement of the distribution, bonus or rights			with their announcement of the distribution, bonus or rights
		in question, the Board shall specify that the shares to be			in question, the Board shall specify that the shares to be
		allotted pursuant to the provisions of paragraph (1) of this			allotted pursuant to the provisions of paragraph (1) of this
		Article shall rank for participation in such distribution,			Article shall rank for participation in such distribution,
		bonus or rights.				bonus or rights.
	…				…

- 53 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

147.	The Company may, upon the recommendation of the Board,	144.	(1) The Company may, upon the recommendation of the
	at any time and from time to time pass an ordinary resolution		Board, at any time and from time to time pass an ordinary
	to the effect that it is desirable to capitalise all or any part of		resolution to the effect that it is desirable to capitalise
	any amount for the time being standing to the credit of any		all or any part of any amount for the time being standing
	reserve or fund (including a share premium account and capital		to the credit of any reserve or fund (including a share
	redemption reserve and the profit and loss account) whether or		premium account and capital redemption reserve and
	not the same is available for distribution and accordingly that		the profit and loss account) whether or not the same
	such amount be set free for distribution among the Members or		is available for distribution and accordingly that such
	any class of Members who would be entitled thereto if it were		amount be set free for distribution among the Members
	distributed by way of dividend and in the same proportions,		or any class of Members who would be entitled thereto
	on the footing that the same is not paid in cash but is applied		if it were distributed by way of dividend and in the same
	either in or towards paying up the amounts for the time being		proportions, on the footing that the same is not paid in
	unpaid on any shares in the Company held by such Members		cash but is applied either in or towards paying up the
	respectively or in paying up in full unissued shares, debentures		amounts for the time being unpaid on any shares in the
	or other obligations of the Company, to be allotted and		Company held by such Members respectively or in paying
	distributed credited as fully paid up among such Members, or		up in full unissued shares, debentures or other obligations
	partly in one way and partly in the other, and the Board shall		of the Company, to be allotted and distributed credited
	give effect to such resolution provided that, for the purposes		as fully paid up among such Members, or partly in one
	of this Article, a share premium account and any capital		way and partly in the other, and the Board shall give
	redemption reserve or fund representing unrealised profits,		effect to such resolution provided that, for the purposes
	may be applied only in paying up in full unissued shares of the		of this Article, a share premium account and any capital
	Company to be allotted to such Members credited as fully paid.		redemption reserve or fund representing unrealised
				profits, may be applied only in paying up in full unissued
				shares of the Company to be allotted to such Members
				credited as fully paid.
				(2) Notwithstanding any provisions in these Articles, the
				Board may resolve to capitalise all or any part of any
				amount for the time being standing to the credit of any
				reserve or fund (including a share premium account
				and the profit and loss account) whether or not the
				same is available for distribution by applying such
				sum in paying up unissued shares to be allotted to (i)
				employees (including directors) of the Company and/
				or its affiliates (meaning any individual, corporation,
				partnership, association, joint-stock company, trust,
				unincorporated association or other entity (other than
				the Company) that directly, or indirectly through one
				or more intermediaries, controls, is controlled by or
				is under common control with, the Company) upon
				exercise or vesting of any options or awards granted
				under any share incentive scheme or employee benefit
				scheme or other arrangement which relates to such
				persons that has been adopted or approved by the
				Members at a general meeting, or (ii) any trustee of
				any trust to whom shares are to be allotted and issued
				by the Company in connection with the operation of
				any share incentive scheme or employee benefit scheme
				or other arrangement which relates to such persons
				that has been adopted or approved by the Members at
				a general meeting.

- 54 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

152.	Subject to Article 153, a printed copy of the Directors' report,	149.	Subject to Article 153150, a printed copy of the Directors'
	accompanied by the balance sheet and profit and loss account,		report, accompanied by the balance sheet and profit and loss
	including every document required by law to be annexed		account, including every document required by law to be
	thereto, made up to the end of the applicable financial year		annexed thereto, made up to the end of the applicable financial
	and containing a summary of the assets and liabilities of the		year and containing a summary of the assets and liabilities
	Company under convenient heads and a statement of income		of the Company under convenient heads and a statement of
	and expenditure, together with a copy of the Auditors' report,		income and expenditure, together with a copy of the Auditors'
	shall be sent to each person entitled thereto at least twenty-		report, shall be sent to each person entitled thereto at least
	one (21) days before the date of the general meeting and at		twenty-one (21) days before the date of the general meeting
	the same time as the notice of annual general meeting and		and at the same time as the notice of annual general meeting
	laid before the Company at the annual general meeting held		and laid before the Company at the annual general meeting
	in accordance with Article 56 provided that this Article shall		held in accordance with Article 56 provided that this Article
	not require a copy of those documents to be sent to any person		shall not require a copy of those documents to be sent to any
	whose address the Company is not aware or to more than one		person whose address the Company is not aware or to more
	of the joint holders of any shares or debentures.		than one of the joint holders of any shares or debentures.

153.	Subject to due compliance with all applicable Statutes, rules	150.	Subject to due compliance with all applicable Statutes, rules
	and regulations, including, without limitation, the rules of the		and regulations, including, without limitation, the rules
	Designated Stock Exchange, and to obtaining all necessary		of the Designated Stock ExchangeListing Rules, and to
	consents, if any, required thereunder, the requirements of		obtaining all necessary consents, if any, required thereunder,
	Article 152 shall be deemed satisfied in relation to any person		the requirements of Article 152149 shall be deemed satisfied
	by sending to the person in any manner not prohibited by the		in relation to any person by sending to the person in any
	Statutes, summarised financial statements derived from the		manner not prohibited by the Statutes, summarised financial
	Company's annual accounts and the directors' report which		statements derived from the Company's annual accounts and
	shall be in the form and containing the information required		the directors' report which shall be in the form and containing
	by applicable laws and regulations, provided that any person		the information required by applicable laws and regulations,
	who is otherwise entitled to the annual financial statements of		provided that any person who is otherwise entitled to the
	the Company and the directors' report thereon may, if he so		annual financial statements of the Company and the directors'
	requires by notice in writing served on the Company, demand		report thereon may, if he so requires by notice in writing served
	that the Company sends to him, in addition to summarised		on the Company, demand that the Company sends to him,
	financial statements, a complete printed copy of the Company's		in addition to summarised financial statements, a complete
	annual financial statement and the directors' report thereon.		printed copy of the Company's annual financial statement and
				the directors' report thereon.

154.	The requirement to send to a person referred to in Article 152	151.	The requirement to send to a person referred to in Article
	the documents referred to in that article or a summary financial		152149 the documents referred to in that article or a summary
	report in accordance with Article 153 shall be deemed satisfied		financial report in accordance with Article 153150 shall be
	where, in accordance with all applicable Statutes, rules and		deemed satisfied where, in accordance with all applicable
	regulations, including, without limitation, the rules of the		Statutes, rules and regulations, including, without limitation,
	Designated Stock Exchange, the Company publishes copies of		the rules of the Designated Stock ExchangeListing Rules,
	the documents referred to in Article 152 and, if applicable, a		the Company publishes copies of the documents referred to
	summary financial report complying with Article 153, on the		in Article 152149 and, if applicable, a summary financial
	Company's computer network or in any other permitted manner		report complying with Article 153150, on the Company's
	(including by sending any form of electronic communication),		computer network or in any other permitted manner (including
	and that person has agreed or is deemed to have agreed to treat		by sending any form of electronic communication), and that
	the publication or receipt of such documents in such manner as		person has agreed or is deemed to have agreed to treat the
	discharging the Company's obligation to send to him a copy of		publication or receipt of such documents in such manner as
	such documents.			discharging the Company's obligation to send to him a copy of
				such documents.

- 55 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

161.	Any Notice or document (including any "corporate communication"	158.	(1) Any Notice or document (including any "corporate
	within the meaning ascribed thereto under the rules of the Designated		communication" within the meaning ascribed thereto under
	Stock Exchange), whether or not, to be given or issued under these		the Listing Rules), whether or not, to be given or issued under
	Articles from the Company to a Member shall be in writing or by cable,		these Articles from the Company shall be in writing or by
	telex or facsimile transmission message or other form of electronic		cable, telex or facsimile transmission message or other form
	transmission or communication and any such Notice and document may		of electronic transmission or electronic communication and
	be served or delivered by the Company on or to any Member either		any such Notice and document may be given or issued by the
	personally or by sending it through the post in a prepaid envelope		following means:
	addressed to such Member at his registered address as appearing in
	the Register or at any other address supplied by him to the Company		(a)	by serving it personally on the relevant person;
	for the purpose or, as the case may be, by transmitting it to any
	such address or transmitting it to any telex or facsimile transmission		(b)	by sending it through the post in a prepaid envelope
	number or electronic number or address or website supplied by him			addressed to such Member at his registered address
	to the Company for the giving of Notice to him or which the person			as appearing in the Register or at any other address
	transmitting the notice reasonably and bona fide believes at the relevant			supplied by him to the Company for the purpose;
	time will result in the Notice being duly received by the Member or
	may also be served by advertisement in appropriate newspapers in		(c)	by delivering or leaving it at such address as aforesaid;
	accordance with the requirements of the Designated Stock Exchange
	or, to the extent permitted by the applicable laws, by placing it on the		(d)	by placing an advertisement in appropriate newspapers
	Company's website or the website of the Designated Stock Exchange,			or other publication and where applicable, in accordance
	and giving to the member a notice stating that the notice or other			with the requirements of the Designated Stock Exchange;
	document is available there (a "notice of availability"). The notice of
	availability may be given to the Member by any of the means set out		(e)	by sending or transmitting it as an electronic
	above. In the case of joint holders of a share all notices shall be given to			communication to the relevant person at such electronic
	that one of the joint holders whose name stands first in the Register and			address as he may provide under Article 158(5), subject
	notice so given shall be deemed a sufficient service on or delivery to all			to the Company complying with the Statutes and any
	the joint holders.				other applicable laws, rules and regulations from time
					to time in force with regard to any requirements for
					the obtaining of consent (or deemed consent) from such
					person;
				(f)	by publishing it on the Company's website to which the
					relevant person may have access, subject to the Company
					complying with the Statutes and any other applicable
					laws, rules and regulations from time to time in force
					with regard to any requirements for the obtaining of
					consent (or deemed consent) from such person and/or
					for giving notification to any such person stating that
					the notice, document or publication is available on the
					Company's computer network website (a "notice of
					availability"); or
				(g)	by sending or otherwise making it available to such
					person through such other means to the extent permitted
					by and in accordance with the Statutes and other
					applicable laws, rules and regulations.

- 56 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

				(2) The notice of availability may be given by any of the means set
				out above other than by posting it on a website.
				(3) In the case of joint holders of a share all notices shall be given
				to that one of the joint holders whose name stands first in
				the Register and notice so given shall be deemed a sufficient
				service on or delivery to all the joint holders.
				(4) Every person who, by operation of law, transfer, transmission,
				or other means whatsoever, shall become entitled to any share,
				shall be bound by every notice in respect of such share, which,
				previously to his name and address (including electronic
				address) being entered in the Register as the registered holder
				of such share, shall have been duly given to the person from
				whom he derives title to such share.
				(5) Every Member or a person who is entitled to receive notice
				from the Company under the provisions of the Statutes or
				these Articles may register with the Company an electronic
				address to which notices can be served upon him.
				(6) Subject to any applicable laws, rules and regulations and the
				terms of these Articles, any notice, document or publication,
				including but not limited to the documents referred to in
				Articles, 149, 150 and 158 may be given in the English
				language only or in both the English language and the Chinese
				language. Any Notice or document (including any "corporate
				communication" within the meaning ascribed thereto under
				the rules of the Designated Stock Exchange), whether or not,
				to be given or issued under these Articles from the Company
				to a Member shall be in writing or by cable, telex or facsimile
				transmission message or other form of electronic transmission
				or communication and any such Notice and document may
				be served or delivered by the Company on or to any Member
				either personally or by sending it through the post in a prepaid
				envelope addressed to such Member at his registered address
				as appearing in the Register or at any other address supplied
				by him to the Company for the purpose or, as the case may be,
				by transmitting it to any such address or transmitting it to any
				telex or facsimile transmission number or electronic number
				or address or website supplied by him to the Company for the
				giving of Notice to him or which the person transmitting the
				notice reasonably and bona fide believes at the relevant time
				will result in the Notice being duly received by the Member
				or may also be served by advertisement in appropriate
				newspapers in accordance with the requirements of the
				Designated Stock Exchange or, to the extent permitted by the
				applicable laws, by placing it on the Company's website or
				the website of the Designated Stock Exchange, and giving to
				the member a notice stating that the notice or other document
				is available there (a "notice of availability"). The notice of
				availability may be given to the Member by any of the means
				set out above. In the case of joint holders of a share all notices
				shall be given to that one of the joint holders whose name
				stands first in the Register and notice so given shall be deemed
				a sufficient service on or delivery to all the joint holders.

- 57 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

162.	Any Notice or other document:		159.	Any Notice or other document:
	(a)	if served or delivered by post, shall where appropriate		(a)	if served or delivered by post, shall where appropriate
		be sent by airmail and shall be deemed to have been			be sent by airmail and shall be deemed to have been
		served or delivered on the day following that on which			served or delivered on the day following that on which
		the envelope containing the same, properly prepaid and			the envelope containing the same, properly prepaid and
		addressed, is put into the post; in proving such service or			addressed, is put into the post; in proving such service or
		delivery it shall be sufficient to prove that the envelope or			delivery it shall be sufficient to prove that the envelope or
		wrapper containing the notice or document was properly			wrapper containing the notice or document was properly
		addressed and put into the post and a certificate in writing			addressed and put into the post and a certificate in writing
		signed by the Secretary or other officer of the Company			signed by the Secretary or other officer of the Company
		or other person appointed by the Board that the envelope			or other person appointed by the Board that the envelope
		or wrapper containing the notice or other document was			or wrapper containing the noticeNotice or other document
		so addressed and put into the post shall be conclusive			was so addressed and put into the post shall be conclusive
		evidence thereof;				evidence thereof;
	(b)	if sent by electronic communication, shall be deemed to		(b)	if sent by electronic communication, shall be deemed
		be given on the day on which it is transmitted from the			to be given on the day on which it is transmitted from
		server of the Company or its agent. A notice placed on			the server of the Company or its agent. A noticeNotice
		the Company's website or the website of the Designated			placed on the Company's website or the website of the
		Stock Exchange, is deemed given by the Company to a			Designated Stock Exchange, is deemed given by the
		Member on the day following that on which a notice of			Company to a Member on the day following that on which
		availability is deemed served on the Member;			a notice of availability is deemed served on the Member;
	(c)	if served or delivered in any other manner contemplated		(c)	if published on the Company's website, shall be
		by these Articles, shall be deemed to have been served or			deemed to have been served on the day on which the
		delivered at the time of personal service or delivery or,			notice, document or publication first so appears on
		as the case may be, at the time of the relevant despatch			the Company's website to which the relevant person
		or transmission; and in proving such service or delivery			may have access or the day on which the notice of
		a certificate in writing signed by the Secretary or other			availability is deemed to have been served or delivered
		officer of the Company or other person appointed by the			to such person under these Articles, whichever is later;
		Board as to the act and time of such service, delivery,
		despatch or transmission shall be conclusive evidence
		thereof; and
	(d)	may be given to a Member either in the English language		(c)(d) if served or delivered in any other manner contemplated
		or the Chinese language, subject to due compliance with			by these Articles, shall be deemed to have been served or
		all applicable Statutes, rules and regulations.			delivered at the time of personal service or delivery or,
						as the case may be, at the time of the relevant despatch
						or transmission; and in proving such service or delivery
						a certificate in writing signed by the Secretary or other
						officer of the Company or other person appointed by the
						Board as to the act and time of such service, delivery,
						despatch or transmission shall be conclusive evidence
						thereof; and
					(e)	if published as an advertisement in a newspaper or
						other publication permitted under these Articles, shall
						be deemed to have been served on the day on which the
						advertisement first so appears.
					(d)	may be given to a Member either in the English
						language or the Chinese language, subject to due
						compliance with all applicable Statutes, rules and
						regulations.

- 58 -

- 59 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

166.	(1) Subject to any special rights, privileges or restrictions	163.	(1) Subject to any special rights, privileges or restrictions
	as to the distribution of available surplus assets on		as to the distribution of available surplus assets on
	liquidation for the time being attached to any class or		liquidation for the time being attached to any class or
	classes of shares (i) (if the Company shall be wound		classes of shares (i) (if the Company shall be wound
	up and the assets available for distribution amongst		up and the assets available for distribution amongst
	the Members shall be more than sufficient to repay the		theMembers shall be more than sufficient to repay the
	whole of the capital paid up at the commencement of the		whole of the capital paid up at the commencement of the
	winding up, the excess shall be distributed pari passu		winding up, the excess shall be distributed pari passu
	amongst such members in proportion to the amount paid		amongst such membersMembers in proportion to the
	up on the shares held by t hem respectively and (ii) if		amount paid up on the shares held by t hem respectively
	the Company shall be wound up and the assets available		and (ii) if the Company shall be wound up and the assets
	for distribution amongst the Members as such shall be		available for distribution amongst the Members as such
	insufficient to repay the whole of the paid-up capital such		shall be insufficient to repay the whole of the paid-up
	assets shall be distributed so that, as nearly as may be, the		capital such assets shall be distributed so that, as nearly
	losses shall be borne by the Members in proportion to the		as may be, the losses shall be borne by the Members in
	capital paid up, or which ought to have been paid up, at		proportion to the capital paid up, or which ought to have
	the commencement of the winding up on the shares held		been paid up, at the commencement of the winding up on
	by them respectively.			the shares held by them respectively.
	…			…
	(3) In the event of winding-up of the Company in Hong		(3) In the event of winding-up of the Company in Hong
	Kong, every Member who is not for the time being		Kong, every Member who is not for the time being
	in Hong Kong shall be bound, within 14 days after		in Hong Kong shall be bound, within 14 days after
	the passing of an effective resolution to wind up the		the passing of an effective resolution to wind up the
	Company voluntarily, or the making of an order for the		Company voluntarily, or the making of an order for
	winding -up of the Company, to serve notice in writing		the winding -up of the Company, to serve notice in
	on the Company appointing some person resident in		writing on the Company appointing some person
	Hong Kong and stating that person's full name, address		resident in Hong Kong and stating that person's
	and occupation upon whom all summonses, notices,		full name, address and occupation upon whom all
	process, orders and judgements in relation to or under		summonses, notices, process, orders and judgements in
	the winding -up of the Company may be served, and in		relation to or under the winding -up of the Company
	default of such nomination the liquidator of the Company		may be served, and in default of such nomination the
	shall be at liberty on behalf of such Member to appoint		liquidator of the Company shall be at liberty on behalf
	some such person, and service upon any such appointee,		of such Member to appoint some such person, and
	whether appointed by the Member or the liquidator, shall		service upon any such appointee, whether appointed
	be deemed to be good personal service on such Member		by the Member or the liquidator, shall be deemed
	for all purposes, and, where the liquidator makes any		to be good personal service on such Member for all
	such appointment, he shall with all convenient speed		purposes, and, where the liquidator makes any such
	give notice thereof to such Member by advertisement		appointment, he shall with all convenient speed give
	as he shall deem appropriate or by a registered letter		notice thereof to such Member by advertisement as he
	sent through the post and addressed to such Member at		shall deem appropriate or by a registered letter sent
	his address as appearing in the register, and such notice		through the post and addressed to such Member at his
	shall be deemed to be service on the day following that		address as appearing in the register, and such notice
	on which the advertisement first appears or the letter is		shall be deemed to be service on the day following that
	posted.			on which the advertisement first appears or the letter
				is posted.

- 60 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
			THE ARTICLES OF ASSOCIATION


Currently in force		Proposed to be amended as

No.	Articles of Association		No.	Amended and Restated Articles of Association

167.	(1) The Directors, Secretary and other officers and every	164.	(1) The Directors, Secretary and other officers and every
	Auditor for the time being of the Company and the		Auditor	for the time being	of the Company at any time,
	liquidator or trustees (if any) for the time being acting in		whether at present or in the past, and the liquidator or
	relation to any of the affairs of the Company and everyone		trustees (if any) for the time beingacting or who have
	of them, and everyone of their heirs, executors and		acted in relation to any of the affairs of the Company and
	administrators, shall be indemnified and secured harmless		everyone of them, and everyone of their heirs, executors
	out of the assets and profits of the Company from and		and administrators, shall be indemnified and secured
	against all actions, costs, charges, losses, damages and		harmless out of the assets and profits of the Company
	expenses which they or any of them, their or any of their		from and against all actions, costs, charges, losses,
	heirs, executors or administrators, shall or may incur		damages and expenses which they or any of them, their
	or sustain by or by reason of any act done, concurred		or any of their heirs, executors or administrators, shall
	in or omitted in or about the execution of their duty, or		or may incur or sustain by or by reason of any act done,
	supposed duty, in their respective offices or trusts; and		concurred in or omitted in or about the execution of
	none of them shall be answerable for the acts, receipts,		their duty, or supposed duty, in their respective offices
	neglects or defaults of the other or others of them or for		or trusts; and none of them shall be answerable for the
	joining in any receipts for the sake of conformity, or for		acts, receipts, neglects or defaults of the other or others
	any bankers or other persons with whom any moneys		of them or for joining in any receipts for the sake of
	or effects belonging to the Company shall or may be		conformity, or for any bankers or other persons with
	lodged or deposited for safe custody, or for insufficiency		whom any moneys or effects belonging to the Company
	or deficiency of any security upon which any moneys		shall or may be lodged or deposited for safe custody,
	of or belonging to the Company shall be placed out on		or for insufficiency or deficiency of any security upon
	or invested, or for any other loss, misfortune or damage		which any moneys of or belonging to the Company
	which may happen in the execution of their respective		shall be placed out on or invested, or for any other loss,
	offices or trusts, or in relation thereto; PROVIDED THAT		misfortune or damage which may happen in the execution
	this indemnity shall not extend to any matter in respect of		of their respective offices or trusts, or in relation thereto;
	any fraud or dishonesty which may attach to any of said		PROVIDED THAT this indemnity shall not extend to any
	persons.			matter in respect of any fraud or dishonesty which may
				attach to any of said persons.

169.	No Member shall be entitled to require discovery of or any	166.	No Member shall be entitled to require discovery of or any
	information respecting any detail of the Company's trading or		information respecting any detail of the Company's trading or
	any matter which is or may be in the nature of a trade secret or		any matter which is or may be in the nature of a trade secret or
	secret process which may relate to the conduct of the business		secret process which may relate to the conduct of the business
	of the Company and which in the opinion of the Directors		of the Company and which in the opinion of the Directors it
	it will be inexpedient in the interests of the members of the		will be inexpedient in the interests of the members of the
	Company to communicate to the public.		CompanyMembers to communicate to the public.

As a result of the proposed new articles and/or deleted articles above, the numbering of the respective subsequent articles of the Articles of Association shall be adjusted accordingly.

- 61 -

NOTICE OF ANNUAL GENERAL MEETING

(Stock Code: 0832)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the shareholders of Central China Real Estate Limited (the "Company") will be held at 7701B-7702A, Level 77, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Wednesday, 12 May 2021 at 3:00 p.m. for the following purposes:

1. To consider and approve the audited consolidated financial statements and the reports of the directors of the Company (the "Directors" and each a "Director") and the independent auditors for the financial year ended 31 December 2020.
2. To declare a final dividend of HK$26.80 cents per Share of the Company for the year ended 31 December 2020.
3. (A) To re-elect Mr. Wang Jun as an executive Director.
4. 1. To re-elect Mr. Cheung Shek Lun as an independent non-executive Director.
  2. To re-elect Mr. Xin Luo Lin as an independent non-executive Director.
  3. To re-elect Ms. Chen Ying as a non-executive Director.
  4. To authorise the board (the "Board") of Directors to fix the remuneration of the respective Directors.
5. To re-appoint KPMG as the Company's auditor and authorise the Board to fix their remuneration for the year ending 31 December 2021.
For identification purpose only

- 62 -

NOTICE OF ANNUAL GENERAL MEETING

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

"THAT:
1. subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (as amended from time to time) (the "Listing Rules"), be and is hereby generally and unconditionally approved;
2. the approval in paragraph (i) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined), or (b) the exercise of options under any share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees and Directors of the Company and/ or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire Shares, or (c) an issue of Shares upon the exercise of the subscription rights attaching to any warrants which may be issued by the Company; or (d) an issue of Shares as scrip dividend or similar arrangement in accordance with the memorandum and articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

- 63 -

NOTICE OF ANNUAL GENERAL MEETING

for the purpose of this resolution:
"Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
1. the conclusion of the next annual general meeting of the Company;
2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or
3. the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.

"Rights Issue" means an offer of Shares open for a period fixed by the Directors to Shareholders on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any legal restrictions under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange, in any territory outside Hong Kong, applicable to the Company)."

"THAT:
1. subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period of all powers of the Company to purchase or otherwise acquire shares in the capital of the Company on the Stock Exchange or on any other stock exchange on which the Shares may be listed and recognised by the Stock Exchange and the Hong Kong Securities and Futures Commission (the "SFC") for this purpose, subject to and in accordance with all applicable rules and regulations of the SFC, the Stock Exchange or of any other stock exchange as amended from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;

- 64 -

NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate nominal amount of shares of the Company which are authorised to be purchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
2. for the purpose of this resolution: "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
  2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or
  3. the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting."
"THAT:
conditional upon the passing of the resolutions set out in paragraphs 5(A) and 5(B) of the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the resolution set out in paragraph 5(A) of the notice convening this meeting be and is hereby extended by the addition thereto an amount of shares representing the aggregate nominal amount of shares of the Company purchased or otherwise acquired by the Company pursuant to the authority granted to the directors of the Company under the resolution set out in paragraph 5(B) above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution."

- 65 -

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

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

"THAT:

the proposed amendments to the articles of association of the Company (the "Proposed Amendments"), the details of which are set out in Appendix III to the circular of the Company dated 12 April 2021, be and are hereby approved;
the amended and restated articles of association of the Company (the "Amended and Restated Articles of Association"), which contains all the Proposed Amendments and a copy of which has been produced to this meeting and marked "A" and initialled by the chairman of the meeting, be and is hereby approved and adopted in substitution for and to the exclusion of the existing articles of association of the Company with immediate effect; and
any Director or company secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the Amended and Restated Articles of Association, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands and Hong Kong."

By Order of the Board

CENTRAL CHINA REAL ESTATE LIMITED

WU PO SUM

Chairman

Hong Kong, 12 April 2021

Notes:

The register of members of the Company will be closed from Friday, 7 May 2021 to Wednesday, 12 May 2021 (both days inclusive), during which period no transfer of shares in the Company can be registered. In order to qualify for attending the Meeting, all properly completed share transfer forms, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 6 May 2021.

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NOTICE OF ANNUAL GENERAL MEETING

Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not be a shareholder of the Company. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or any adjourned meeting.
Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the Meeting or any adjournment thereof if he/she so desires and, in such event, the form of proxy shall be deemed to have been revoked.
In the case of joint registered holders of any Shares, any one of such persons may vote at the Meeting (or at any adjournment thereof), either personally or by proxy, in respect of such Share(s) as if he or she were solely entitled thereto; but if more than one joint registered holder is present at the Meeting, whether in person or by proxy, that one of the joint registered holders whose name stands first on the register of members in respect of the relevant joint holding shall, to the exclusion of other joint holders, be entitled to vote in respect thereof.
The Board has recommended a final dividend of HK$26.80 cents per Share for the year ended 31 December 2020. Subject to the Shareholders' approval on the payment of the final dividend at the Meeting, the register of members of the Company will be closed for the purpose of determining the identity of members who are entitled to receive the said final dividend on Monday, 17 May 2021, during that day no transfer of Shares will be registered. In order to qualify for the proposed final dividend, all properly completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Friday, 14 May 2021.
In relation to proposed resolutions numbered 3(A) to (D) above, Mr. Wang Jun, Mr. Cheung Shek Lun and Mr. Xin Luo Lin and Ms. Chen Ying will retire from their offices as Directors at the Meeting and, being eligible, they will offer themselves for re-election. Particulars of the retiring Directors to be offered for re-election are set out in Appendix II to the circular.
In relation to proposed resolutions numbered 5(A) and 5(C) above, approval is being sought from the shareholders for the granting to the Directors of a general mandate to authorise the allotment and issue of shares under the Listing Rules. The Board has no immediate plans to issue any new shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.
In relation to proposed resolution numbered 5(B) above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules are set out in Appendix I to the circular.

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Central China Real Estate Ltd. published this content on 12 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2021 08:40:05 UTC.

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Chart Central China Real Estate Limited

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Company Profile

Central China Real Estate Limited is a Hong Kong-based investment holding company principally engaged in property businesses. The Companyâs main businesses include the development of properties projects for sales and rental, as well as hotel operation. Its properties include Zhengzhou Tianzhu, Zhengzhou Triumph Plaza, Pingdingshan Eighteen Cities and Jiaozuo Xiuwu Forest Peninsula, among others. Its hotels include Le Meridien Zhengzhou, Aloft Zhengzhou Shangjie and Holiday Inn Nanyang, among others. The Company is also involved in the businesses of cultural tourism projects and light-asset model projects. The Company mainly operates businesses in Henan, China.

Sector

Real Estate Development & Operations

Calendar

2024-05-29 - Annual General Meeting

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Sell

Buy

Mean consensus

HOLD

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Last Close Price

0.1419 CNY

Average target price

0.48 CNY

Spread / Average Target

+238.26%

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Sector Other Real Estate Development & Operations

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