THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Overseas Property Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
CHINA OVERSEAS PROPERTY HOLDINGS LIMITED
中 海 物 業 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2669)
PROPOSALS FOR
GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of China Overseas Property Holdings Limited to be held at 28/F, Sunshine Plaza, 353 Lockhart Road, Wanchai, Hong Kong on Thursday, 3 June 2021 at 2 : 30 p.m. is set out on pages 118 to 122 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.copl.com.hk).
Whether or not you are able to attend the AGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Branch Share Registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case may be) if you so wish.
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
In light of the continuing risks posed by the COVID-19 pandemic, for the interests of the health and safety of our shareholders, investors, directors, staff and other participants of the AGM, the following precautionary measures will be implemented at the AGM which include without limitation:
- mandatory use of face masks
- compulsory body temperature screening
- mandatory health declaration
- no serving of refreshment and distribution of souvenirs
Any person who does not comply with the precautionary measures may be denied entry to the AGM venue at the absolute discretion of the Company as permitted by law. The Company also strongly encourages Shareholders NOT to attend the AGM in person, and advises Shareholders to appoint the Chairman of the AGM or any Director or Company Secretary of the Company as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person.
28 April 2021
CONTENTS
Page | ||
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 | |
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | |
1. | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
2. | Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . | 4 |
3. | Proposed Granting of General Mandate to Buy Back Shares . . . . . . . . . . | 4 |
4. | Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . | 5 |
5. Amendments to the Articles and Adoption of the Amended
and Restated Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | |
6. | AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
7. | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
8. | General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
9. | Documents Available for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
10. | Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
Appendix I - Explanatory Statement on Buy-back Mandate . . . . . . . . . . . . . . . . . . . . . | 9 | |
Appendix II - Details of the Retiring Directors Proposed | ||
to be Re-elected at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 12 | |
Appendix III - Proposed Amendments to the Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 17 | |
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 118 |
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
''AGM'' | an annual general meeting of the Company to be held at 28/F, |
Sunshine Plaza, 353 Lockhart Road, Wanchai, Hong Kong on | |
Thursday, 3 June 2021 at 2 : 30 p.m. | |
''Amended and | the amended and restated Articles, to be adopted by the |
Restated Articles'' | Company upon the approval of the Shareholders at the AGM, |
all the proposed amendments to the Articles are set out in | |
Appendix III | |
''Articles'' | Articles of Association of the Company as may be amended from |
time to time | |
''Board'' | the board of Directors |
''Buy-back Mandate'' | a general and unconditional mandate to be granted to the |
Directors to buy-back Shares of not exceeding 10% of the | |
number of Shares in issue as at the date of passing of the relevant | |
resolution | |
''COHL'' | China Overseas Holdings Limited, a company incorporated in |
Hong Kong with limited liability | |
''Companies Act'' | the Companies Act of the Cayman Islands for the time being in |
force | |
''Company'' | China Overseas Property Holdings Limited, a company |
incorporated in the Cayman Islands with limited liability, the | |
shares of which are listed on the Main Board of the Stock | |
Exchange | |
''CSC'' | China State Construction International Holding Limited, a |
company incorporated in the Cayman Islands with limited | |
liability, whose shares are listed on the Main Board of the | |
Stock Exchange (stock code: 3311) | |
''CSCEC'' | China State Construction Engineering Corporation (中國建築集 |
團有限公司), a state-owned corporation organised and existing | |
under the laws of the PRC, and the ultimate holding company of | |
the Company | |
''CSCECL'' | China State Construction Engineering Corporation Limited |
(中國建築股份有限公司), a company incorporated in the PRC | |
with limited liability, whose shares are listed on the SSE (stock | |
code: 601668) and the controlling shareholder of the Company |
- 1 -
DEFINITIONS
''Director(s)'' | the director(s) of the Company |
''Group'' | the Company and its subsidiaries |
''HK$'' | Hong Kong dollars, the lawful currency of Hong Kong |
''Hong Kong'' | the Hong Kong Special Administrative Region of the PRC |
''Issuance Mandate'' | a general and unconditional mandate proposed to be granted to |
the Directors to allot, issue and deal with additional Shares not | |
exceeding 20% of the number of Shares in issue as at the date of | |
passing the relevant resolution | |
''Latest Practicable | 16 April 2021, being the latest practicable date prior to the |
Date'' | printing of this circular for ascertaining certain information in |
this circular | |
''Listing Rules'' | Rules Governing the Listing of Securities on the Stock Exchange |
''PRC'' | The People's Republic of China |
''RMB'' | Renminbi, the lawful currency of the PRC |
''SFO'' | the Securities and Futures Ordinance, Chapter 571 of the Laws |
of Hong Kong | |
''Share(s)'' | ordinary share(s) of HK$0.001 each in the share capital of the |
Company | |
''Shareholder(s)'' | holder(s) of Share(s) |
''SSE'' | Shanghai Stock Exchange |
''Stock Exchange'' | The Stock Exchange of Hong Kong Limited |
''Takeovers Code'' | The Code on Takeovers and Mergers issued by the Securities and |
Futures Commission of Hong Kong | |
''%'' | per cent. |
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LETTER FROM THE BOARD
CHINA OVERSEAS PROPERTY HOLDINGS LIMITED
中 海 物 業 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2669)
Executive Directors: | Registered Office: |
Mr. Zhang Guiqing (Chairman) | Cricket Square |
Dr. Yang Ou (Chief Executive Officer) | Hutchins Drive |
Mr. Pang Jinying (Vice President) | PO Box 2681 |
Mr. Kam Yuk Fai (Chief Financial Officer) | Grand Cayman KY1-1111 |
Cayman Islands | |
Independent Non-executive Directors: | |
Mr. Yung, Wing Ki Samuel | Headquarter and Principal Place of |
Mr. So, Gregory Kam Leung | Business in Hong Kong: |
Mr. Lim, Wan Fung Bernard Vincent | Suite 703, 7/F, Three Pacific Place |
1 Queen's Road East | |
Hong Kong | |
28 April 2021 | |
To the Shareholders | |
Dear Sir/Madam, |
PROPOSALS FOR
GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM regarding (i) the granting of the Issuance Mandate and the Buy-back Mandate; (ii) the re-election of retiring Directors; (iii) the amendments to the Articles; and (iv) to give you notice of the AGM at which the resolutions as set out in the Notice of AGM will be proposed.
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LETTER FROM THE BOARD
2. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
At the annual general meeting of the Company held on 19 June 2020, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of Shares in issue as at the date of passing of the proposed ordinary resolution contained in item 6 of the Notice of the AGM as set out on pages 118 to 122 of this circular. An ordinary resolution to extend the Issuance Mandate by adding the number of Shares bought-back by the Company pursuant to the Buy-back Mandate will also be proposed at the AGM.
Based on the number of Shares in issue (i.e. 3,286,860,460 Shares) as at the Latest Practicable Date, subject to the passing of the relevant resolution, the Company will be allowed to issue a maximum of 657,372,092 Shares (which represent 20% of the number of Shares in issue as at the Latest Practicable Date) on the assumption that there will be no change in the number of Shares in issue prior to the AGM.
3. PROPOSED GRANTING OF GENERAL MANDATE TO BUY BACK SHARES
At the annual general meeting of the Company held on 19 June 2020, a general mandate was granted to the Directors to buy-back Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company the flexibility to buy-back Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Buy-back Mandate to the Directors to buy-back Shares of not exceeding 10% of the total number of Shares in issue as at the date of passing of the proposed ordinary resolution contained in item 7 of the Notice of the AGM as set out on pages 118 to 122 of this circular.
Based on the number of Shares in issue (i.e. 3,286,860,460 Shares) as at the Latest Practicable Date, subject to the passing of the relevant resolution, the Company will be allowed to buy-back a maximum of 328,686,046 Shares (which represent 10% of the number of Shares in issue as at the Latest Practicable Date) on the assumption that there will be no change in the number of Shares in issue prior to the AGM.
An explanatory statement required by the Listing Rules to provide you with requisite information reasonably necessary for you to make an informed decision on whether to vote for or against the granting of the Buy-back Mandate is set out in Appendix I to this circular.
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LETTER FROM THE BOARD
4. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
Pursuant to the articles 84(1) & 84(2) of the Articles, not less than one-third of the directors for the time being shall retire from office by rotation at an annual general meeting. The Directors to retire every year shall be those who have been longest in office since their last re-election. As such, Mr. Pang Jinying, Mr. Yung, Wing Ki Samuel and Mr. Lim, Wan Fung Bernard Vincent (collectively the ''Retiring Directors'') will retire by rotation at the AGM. All of them, being eligible, will offer themselves for re-election at the AGM.
The biographical details of the Retiring Directors as required to be disclosed under the Listing Rules are set out in Appendix II to this circular.
The Nomination Committee has reviewed the Board's composition and recommended to the Board that Mr. Pang Jinying, Mr. Yung, Wing Ki Samuel and Mr. Lim, Wan Fung Bernard Vincent should retire and re-elect at the AGM. The recommendation made by the Nomination Committee is made reference to the Articles, criteria and qualifications set out in the Nomination Policy and the Board Diversity Policy.
Mr. Yung, Wing Ki Samuel and Mr. Lim, Wan Fung Bernard Vincent, both are the independent non-executive Directors, has extensive experience in the insurance industry and architecture industry respectively. Mr. Yung and Mr. Lim are giving independent strategic advice and guidance on the business and operations of the Group over the years. Mr. Yung and Mr. Lim have met the independence guidelines set out in Rule 3.13 of the Listing Rules and have given an annual confirmation of independence to the Company. The Board is of the opinion that they have the required character, integrity, independence and experience to fulfill the role of an independent non-executive director and believes that the experience and knowledge of Mr. Yung and Mr. Lim will continue to benefit to the Board.
5. AMENDMENTS TO THE ARTICLES AND ADOPTION OF THE AMENDED AND RESTATED ARTICLES
The reasons for the proposed amendments are principally, to modernise and update the Articles which were adopted on 9 October 2015 and to reflect and align with changes to the Companies Act and the Listing Rules. The proposed amendments are briefly summarised below:
- to allow the Company to give financial assistance for the purchase of its Shares which is permitted by Cayman law;
- to allow Shares to be surrendered by a Shareholder for no consideration as permitted by Cayman law;
- to clarify that Shares cannot be issued at a discount to their nominal value;
- to allow the seal of the Company to be affixed to share certificates by any means, whether in the form of printing or affixed electronically;
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LETTER FROM THE BOARD
- to remove restrictions on the record date to determine members entitled to receive dividend;
- to permit a transfer without an instrument of transfer if made in accordance with the Listing Rules;
- to allow a book close notice to be given by additional means, i.e. electronic communication and to empower the Board to extend the book close period;
- to allow general meetings to be held physically and/or electronically (i.e. physical meeting, hybrid meeting and electronic meeting);
- to add provisions to allow and facilitate hybrid and electronic meetings;
- to empower the chairman of the meeting to take certain actions in various circumstances in order to ensure an orderly meeting;
- to allow the Board to postpone a meeting where notice of a general meeting has been sent but before the meeting is held;
- to follow the Listing Rules that require all resolutions to be voted by poll other than procedural and administrative matters and to expressly provide that voting can be by electronic means;
- to clarify that voting can be by electronic means;
- to allow proxy instruments to be returned to the Company by electronic means;
- to allow written resolutions to include notification of consent given by a Director in writing to the Company;
- to allow the Company to capitalise its reserves to pay up in full Shares to be allotted pursuant to employees share schemes;
- to tidy the section on notices to Shareholders; and
- to clarify that a former Director can also be indemnified for his/her actions in relation to the affairs of the Company during the time he/she was a Director.
Other changes are for clarification purposes and corresponding changes to reflect the above and/or to facilitate them.
The Board proposes to put forward to the Shareholders for approval at the AGM a special resolution to amend the Articles and to adopt the Amended and Restated Articles in the form to be tabled at the AGM in substitution for, and to the exclusion of, the Articles. For details of the proposed amendments to the Articles, please refer to Appendix III to this circular.
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LETTER FROM THE BOARD
6. AGM AND PROXY ARRANGEMENT
The Notice of the AGM is set out on pages 118 to 122 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Issuance Mandate and the Buy-back Mandate, the extension of the Issuance Mandate, the re-election of the Retiring Directors and the amendments of the Articles.
Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.copl.com.hk). Whether or not you are able to attend the AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Branch Share Registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish and in such event, your proxy form shall be deemed to be revoked.
7. RECOMMENDATION
The Directors consider that the granting of the Issuance Mandate and the Buy-back Mandate, the extension of the Issuance Mandate, the re-election of the Retiring Directors and the amendments to the Articles are in the interests of the Company, the Group and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the AGM.
8. GENERAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I - Explanatory Statement on the Buy-back Mandate; Appendix II - Details of the Retiring Directors Proposed to be Re-elected at the AGM; and Appendix III - Proposed Amendments to the Articles.
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LETTER FROM THE BOARD
9. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection at the principal place of business of the Company at Suite 703, 7/F., Three Pacific Place, 1 Queen's Road East, Hong Kong, during normal business hours from the date hereof and up to and including Thursday, 3 June 2021 :
- Memorandum of association of the Company and the Articles;
- The Amended and Restated Articles; and
- The 2020 Annual Report.
10. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Company. The information contained herein relating to the Company has been supplied by the Directors, who collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other facts or matters not contained in this circular the omission of which would make any statement herein misleading.
Yours faithfully,
For and on behalf of the Board
CHINA OVERSEAS PROPERTY HOLDINGS LIMITED
Zhang Guiqing
Chairman and Executive Director
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APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK MANDATE
The following is an explanatory statement required by the Listing Rules to be sent to Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the granting of the Buy-back Mandate to be proposed at the AGM.
1. SHARE CAPITAL
As at the Latest Practicable Date, the number of Shares in issue was 3,286,860,460 Shares.
Subject to the passing of the ordinary resolution set out in item 7 of the Notice of the AGM in respect of the granting of the Buy-back Mandate and on the basis that the number of Shares in issue remains unchanged as at the date of the AGM (i.e. being 3,286,860,460 Shares), the Directors would be authorized under the Buy-back Mandate to buy-back, during the period in which the Buy-back Mandate remains in force, up to 328,686,046 Shares, representing 10% of the total number of Shares in issue as at the date of the AGM.
2. REASONS FOR SHARES BUY-BACK
The Directors believe that the granting of the Buy-back Mandate is in the interests of the Company and the Shareholders.
Buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such buy-back will benefit the Company and the Shareholders. The Directors are seeking the granting of the Buy-back Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be bought-back on any occasion and the price and other terms upon which the same are bought-back will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
3. FUNDING OF BUY-BACK
Buy-back must be funded out of funds legally available for such purpose in accordance with the Articles and the applicable laws of the Cayman Islands. The Company may make buy-back out of profits of the Company or the proceeds of a fresh issue of Shares made for the purposes or, if authorized subject to the provisions of the laws of the Cayman Islands, out of capital. Any premium payable on a buy-back over the par value of the Shares to be purchased must be provided out of profits of the Company or out of the Company's share premium account, or if so authorized by the Articles and subject to the provisions of the laws of the Cayman Islands, out of capital.
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APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK MANDATE
On the basis of the consolidated financial position of the Company as at 31 December 2020 (being the date to which the latest published audited financial statements of the Company have been made up) and in particular the working capital position of the Company at that time and the number of Shares now in issue, the Directors consider that there might be a material adverse impact on the working capital position of the Company in the event that purchases of all the Shares subject to the Buy-back Mandate were to be carried out in full. No buy-back would be made in circumstances that would have a material adverse impact on the working capital position or the gearing position of the Company (as compared with the position disclosed in the latest published audited financial statements).
4. TAKEOVERS CODES
If, on the exercise of the power to buy-back Shares pursuant to the Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Codes. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes for all the Shares not already owned by such Shareholder or a group of Shareholders.
As at the Latest Practicable Date, COHL was interested in 2,011,041,060 Shares, representing approximately 61.18% of the total number of Shares in issue. Out of these Shares, 169,712,309 Shares (being approximately 5.16% of the total number of Shares in issue) were held by Silver Lot Development Limited, a direct wholly-owned subsidiary of COHL. COHL is a wholly-owned subsidiary of CSCECL, which, in turn, is a non-wholly owned subsidiary of CSCEC.
On the basis that (i) the total number of Shares in issue (being 3,286,860,460 Shares) remains unchanged as at the date of the AGM, and (ii) the shareholding of COHL (being 2,011,041,060 issued Shares) in the Company remains unchanged immediately after the full exercise of the Buy-back Mandate, in the event that the Buy-back Mandate is exercised in full in accordance with the terms of the relevant ordinary resolution to be proposed at the AGM (presuming that apart from the decrease of the number of Shares in issue arising from the said full exercise of the Buy-back Mandate, there is no other change in the Company's issued share capital), the shareholding of COHL in the issued Shares would be increased to approximately 67.98% of the total number of Shares in issue. Accordingly, such increase would not give rise to an obligation to make a mandatory offer under the Takeover Codes.
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APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK MANDATE
5. DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Buy-back Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so in the event that the granting of the Buy-back Mandate is approved by the Shareholders.
6. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy-back Shares pursuant to the Buy-back Mandate and in accordance with the Listing Rules and the laws of the Cayman Islands.
7. SHARE PRICES
The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange during each of the previous 12 months and the period from 1 April 2021 up to the Latest Practicable Date were as follows:
Month | Highest | Lowest |
HK$ | HK$ | |
2020 | ||
April | 8.93 | 7.00 |
May | 9.36 | 7.96 |
June | 9.04 | 7.50 |
July | 9.22 | 7.94 |
August | 8.40 | 6.66 |
September | 7.03 | 6.15 |
October | 6.54 | 5.42 |
November | 5.79 | 4.54 |
December | 5.20 | 3.90 |
2021 | ||
January | 5.78 | 3.93 |
February | 5.45 | 4.79 |
March | 7.69 | 4.90 |
April (up to the Latest Practicable Date) | 7.54 | 6.73 |
8. SHARE BUY-BACK MADE BY THE COMPANY
The Company had not bought-back any Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.
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APPENDIX II | DETAILS OF THE RETIRING DIRECTORS |
PROPOSED TO BE RE-ELECTED AT THE AGM | |
Pursuant to the Listing Rules, the details of the Directors who will offer himself for re-election at the 2021 AGM according to the Articles are provided below.
-
MR. PANG JINYING
Executive Director and Vice President
Aged 53, was appointed as Executive Director and Vice President of the Company on 22 August 2018. He is also a director of certain subsidiaries of the Group. Mr. Pang graduated from the Economics and Management School of Wuhan University in July 1989, where he received his bachelor's degree in Economics. In 2001, he enrolled in the Business Administration Programme in the School of Business of Renmin University of China, and obtained a master's degree in Business Administration (MBA) in June 2004. He holds the title of senior accountant. In 1989, Mr. Pang joined Seventh Engineering Division of CSCEC. Subsequently, he joined COHL in September 2004 and served various positions in the subsidiaries of COHL. Mr. Pang also served as the assistant general manager of Finance and Treasury Department of CSC. He had respectively, served as the assistant general manager, deputy general manager and general manager of Finance and Treasury Department of COHL since 2007. Mr. Pang has 31 years of experience in financial management in the fields of construction contracting and real estate investment. Currently, Mr. Pang also serves as the director of Anhui Guoyuan Trust Co., Ltd., while Shenzhen China Overseas Investment Management Co., Ltd., wholly-owned by CSCEC, is the second largest shareholder of Anhui Guoyuan Trust Co., Ltd.
Length of service
Mr. Pang entered into a director service agreement with the Company and it can be terminated by either party giving to other not less than three months' prior written notice. Mr. Pang is not appointed for a specific term of office. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.
Relationships
Mr. Pang does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr. Pang has personal interests in (i) 480,000 A shares (ordinary shares) in CSCECL (SSE Stock Code: 601668) and (ii) 300,000 shares in China State Construction Development Holdings Limited (Stock Exchange Stock Code: 830), both are associated corporations of the Company (within the meaning of Part XV of the SFO). Saved as disclosed above, Mr. Pang does not have, and is not deemed to have, any personal interest in the Shares of the Company within the meaning of Part XV of the SFO.
Director's remuneration
The director's remuneration for Mr. Pang is RMB72,000 per month and discretionary bonuses, such amount being determined by the Board with reference to his job performance, the overall performance of the Company, the remuneration benchmark in the industry and market conditions.
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APPENDIX II | DETAILS OF THE RETIRING DIRECTORS |
PROPOSED TO BE RE-ELECTED AT THE AGM | |
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
There is no information of Mr. Pang to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Pang that need to be brought to the attention of the Shareholders.
-
MR. YUNG, WING KI SAMUEL
SBS, MH, JP, Independent Non-executive Director
Aged 62, was appointed as Independent Non-executive Director of the Company on 9 October 2015. Mr. Yung also serves as chairman of audit committee and a member of remuneration committee, nomination committee and sustainability steering committee of the Company. He is responsible for giving independent strategic advice and guidance on the business and operations of the Group. Mr. Yung is currently an executive district director and honorable advisor of AIA International Limited as well as an honourable adviser of China South City Holdings Limited (a company listed on the Main Board of the Stock Exchange, Stock Code: 1668) (appointed after his retirement from the post of independent non-executive director on 22 September 2020). He is also presently a member of the National Committee of the Chinese People's Political Consultative Conference, the vice chairman of the Committee for Economic Affair of the National Committee of the Chinese People's Political Consultative Conference, the founding president of Hong Kong Professionals and Senior Executives Association, a member cum chairperson of Finance Committee of the Board of Management of the Chinese Permanent Cemeteries, a member of Council of Hong Kong University of Science and Technology, a member of Court of the Open University of Hong Kong and the chairman of the Hong Kong Examinations and Assessment Authority. Mr. Yung was elected the ''Ten Outstanding Young Persons Award'' in 1994. He was awarded the Medal of Honor in 2001, appointed as a Justice of the Peace in 2007 and awarded the Silver Bauhinia Star in 2011 by the Government of the HKSAR respectively. Mr. Yung was also a Standing member of the Chinese People's Political Consultative Conference of Jilin (中國人民政治協商會議吉林省委員會常務委員), Standing Committee member of All-China Youth Federation, member of Commission on Strategic Development of Hong Kong, member of Central Policy Unit, the chairman of Betting and Lotteries Commission of Home Affairs Bureau, chairman of Hong Kong United Youth Association, chairman of Top Outstanding Young Persons Association, board member of General Agents and Managers Association International and chairman of its International Committee, president of The Life Underwriters Association of Hong Kong, chairman of General Agents and Managers Association of Hong Kong and an independent non-executive director and a member of the audit committee of China Overseas Insurance Limited, a wholly-owned subsidiary of CSC for the period from 14 October 2014 to 31 August 2020. Mr. Yung was awarded an Executive Master degree in Business Administration from the Hong Kong University of Science and Technology and has attained certain professional qualifications, including Certified Financial Planner, Registered Financial Consultant, Fellow Chartered Financial Practitioner, Chartered Life Practitioner, Certified Manager of Financial Advisor and Chartered Insurance Agency Manager. He has over 38 years of experience in the insurance sector.
- 13 -
APPENDIX II | DETAILS OF THE RETIRING DIRECTORS |
PROPOSED TO BE RE-ELECTED AT THE AGM | |
Length of service
Pursuant to the appointment letter entered into between the Company and Mr. Yung, the term of appointment of Mr. Yung is 3 years commencing on 9 October 2018 and he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.
Relationships
Mr. Yung does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr. Yung does not have any interests in Shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Director's remuneration
The director's remuneration for Mr. Yung is HK$400,000 per annum, such amount being determined by the Board with reference to his job performance, the overall performance of the Company, the remuneration benchmark in the industry and market conditions.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
There is no information of Mr. Yung to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Yung that need to be brought to the attention of the Shareholders.
- 14 -
APPENDIX II | DETAILS OF THE RETIRING DIRECTORS |
PROPOSED TO BE RE-ELECTED AT THE AGM | |
- MR. LIM, WAN FUNG BERNARD VINCENT
BBS, JP, PPHKIA, MHKIUD, Independent Non-executive Director
Aged 63, was appointed as Independent Non-executive Director of the Company on 9 October 2015. Mr. Lim also serves as chairman of sustainability steering committee and a member of audit committee, remuneration committee and nomination committee of the Company. He is responsible for giving independent strategic advice and guidance on the business and operations of the Group. Mr. Lim has been a principal of AD+RG Architecture Design and Research Group Ltd. since February 2001. He is also a committee member of the Chinese General Chamber of Commerce since November 2014 and an adviser to the Guangdong Registered Architects Association (廣東省註冊建築師協會) since 2008. Mr. Lim obtained a Bachelor of Arts in Architectural Studies (1st Hons) from The University of Hong Kong in November 1979, a Bachelor degree in Architecture (Distinction) from The University of Hong Kong in November 1981 and a Master of Science in Urban Planning from The University of Hong Kong in November 1985. He is a Registered Architect (Hong Kong) and has been a member of The Hong Kong Institute of Architects (HKIA) since November 1984, Authorized Person (List of Architects) (Hong Kong) since May 1985, a member of Royal Institute of British Architects since March 1985, Asia Pacific Economic Cooperation (APEC) Architect since December 2005, PRC Class 1 Registered Architect Qualification (中華人民共和國一級註冊建築師) since August 2007 and member of Shenzhen Registered Architects Association (深圳市註冊建築師 協會) in September 2012. Mr. Lim was appointed as a Justice of the Peace in 2008 and conferred Bronze Bauhinia Star in 2018 by the Government of HKSAR. He has been a National Committee member of the 12th Chinese People's Political Consultative Conference of the PRC (中國人民政治協商會議第十二屆全國委員會委員), committee member of the 3rd Chinese People's Political Consultative Conference of Chongqing City (中國人民政治協商會議重慶市第三屆委員會委員), an Adjunct Professor of the School of Architecture of The Chinese University of Hong Kong, chairman of Advisory Board of Nan Lian Garden of Home Affairs Bureau, a president of The Hong Kong Institute of Architects, a president of The Hong Kong Institute of Urban Design, a member of Town Planning Board, a member of Antiquities Advisory Board of Development Bureau, a member of the Energy Advisory Committee of Environment Bureau and a member of the Advisory Committee on Education Development Fund of Education Bureau.
Length of service
Pursuant to the appointment letter entered into between the Company and Mr. Lim, the term of appointment of Mr. Lim is 3 years commencing on 9 October 2018 and he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.
- 15 -
APPENDIX II | DETAILS OF THE RETIRING DIRECTORS |
PROPOSED TO BE RE-ELECTED AT THE AGM | |
Relationships
Mr. Lim does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr. Lim does not have any interests in Shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Director's remuneration
The director's remuneration for Mr. Lim is HK$400,000 per annum, such amount being determined by the Board with reference to his job performance, the overall performance of the Company, the remuneration benchmark in the industry and market conditions.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
There is no information of Mr. Lim to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Yung that need to be brought to the attention of the Shareholders.
- 16 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES |
The proposed amendments to the Articles are detailed as follows:
Article provisions before amendments | Article provisions after amendments |
Article 1 | Article 1 (Amended in English version |
only) |
1. The regulations in Table A in the 1. The regulations in Table A in the
Schedule to the Companies Law | Schedule to the Companies ActLaw | ||||||||||||||
(Revised) do not apply to the | (AsRevised) do not | apply | to | the | |||||||||||
Company. | Company. | ||||||||||||||
Article 2.(1) INTERPRETATION | Article 2.(1) INTERPRETATION | ||||||||||||||
''Articles'' | these | Articles | in | their | (a) By revising the following definitions: | ||||||||||
present | form | or | as | ||||||||||||
supplemented | or | ''Articles'' or | these | Articles in their | |||||||||||
amended | or | ''Articles of | present | form | or | as | |||||||||
substituted | from | time | Association'' | supplemented | or | ||||||||||
to time. | amended | or | |||||||||||||
substituted | from time | ||||||||||||||
to time. | |||||||||||||||
''business day'' | shall | mean a | day | on | ''business day'' | shall | mean a day | on | |||||||
which | the | Designated | (Amended | which | the | Designated | |||||||||
Stock | Exchange | in English | Stock | Exchange | |||||||||||
generally | is open | for | version only) | generally | is open | for | |||||||||
the business of dealing | the business of dealing | ||||||||||||||
in securities in | Hong | in securities in | Hong | ||||||||||||
Kong. | For | the | Kong. | For | the | ||||||||||
avoidance | of | doubt, | avoidance | of | doubt, | ||||||||||
where | the | Designated | where | the | Designated | ||||||||||
Stock | Exchange | is | Stock | Exchange | is | ||||||||||
closed | for | the | closed | for | the | ||||||||||
business of dealing in | business of dealing in | ||||||||||||||
securities | in | Hong | securities | in | Hong | ||||||||||
Kong | on | a | business | Kong | on | a business | |||||||||
day for the reason of | day for the reason of | ||||||||||||||
a Number 8 or higher | a Nnumber 8 or higher | ||||||||||||||
Typhoon | Signal, | Ttyphoon | sSignal, | ||||||||||||
Black | Rainstorm | ||||||||||||||
Bblack | Rrainstorm | ||||||||||||||
Warning | or | other | Wwarning or other | ||||||||||||
similar | event, | such | similar | event, | such | ||||||||||
day | shall | for | the | day | shall | for | the | ||||||||
purposes | of | these | purposes | of | these | ||||||||||
Articles be counted as | Articles be counted as | ||||||||||||||
a business day. | a business day. |
- 17 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||||||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||||||||||||
''clear days'' | in | relation | to | the | ''clear days'' | in | relation | to | the | ||||||||||
period | of | a | notice | (Amended in | period | of | a | notice | |||||||||||
that | period | excluding | Chinese version | that | period | excluding | |||||||||||||
the | day | when | the | only) | the | day | when | the | |||||||||||
notice | is | given | or | notice | is | given | or | ||||||||||||
deemed | to | be | given | deemed | to | be | given | ||||||||||||
and the day for which | and the day for which | ||||||||||||||||||
it is given or on which | it is given or on which | ||||||||||||||||||
it is to take effect. | it is to take effect. | ||||||||||||||||||
''close associate'' | in | relation | to | any | ''close associate'' | in | relation | to | any | ||||||||||
Director, | shall | have | Director, | shall | have | ||||||||||||||
the | same | meaning | as | the | same | meaning | as | ||||||||||||
defined in the rules of | defined in the rules of | ||||||||||||||||||
the | Designated | Stock | the | Designated | Stock | ||||||||||||||
Exchange | (''Listing | Exchange | (''Listing | ||||||||||||||||
Rules'') | as | modified | Rules'') | as | modified | ||||||||||||||
from | time | to | time, | from | time | to | time, | ||||||||||||
except | that | for | except | that | for | ||||||||||||||
purposes | of | Article | purposes | of | Article | ||||||||||||||
100 | where | the | 100 | where | the | ||||||||||||||
transaction | or | transaction | or | ||||||||||||||||
arrangement | to | be | arrangement | to | be | ||||||||||||||
approved | by | the | approved | by | the | ||||||||||||||
Board | is | a | connected | Board | is | a | connected | ||||||||||||
transaction referred to | transaction referred to | ||||||||||||||||||
in the Listing Rules, it | in the Listing Rules, it | ||||||||||||||||||
shall | have | the | same | shall | have | the | same | ||||||||||||
meaning | as | that | meaning | as | that | ||||||||||||||
ascribed | to | ascribed | to | ||||||||||||||||
''associate'' | in | the | ''associate'' | in | the | ||||||||||||||
Listing Rules. | Listing Rules. | ||||||||||||||||||
''Notice'' | written | notice | unless | ''Notice'' | written | notice | unless | ||||||||||||
otherwise | specifically | (Amended in | otherwise | specifically | |||||||||||||||
stated | and | as | further | Chinese version | stated | and | as | further | |||||||||||
defined | in | these | only) | defined | in | these | |||||||||||||
Articles. | Articles. | ||||||||||||||||||
- 18 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||||||||
''ordinary | a resolution | shall | be | ''ordinary | a resolution | shall | be | ||||||||
resolution'' | an ordinary resolution | resolution'' | an ordinary resolution | ||||||||||||
when | it | has | been | (Amended in | when | it | has | been | |||||||
passed | by | a | simple | Chinese version | passed | by | a | simple | |||||||
majority of votes cast | only) | majority of votes cast | |||||||||||||
by such | Members | as, | by such | Members | as, | ||||||||||
being entitled so to do, | being entitled so to do, | ||||||||||||||
vote in person or, in | vote in person or, in | ||||||||||||||
the | case | of | any | the | case | of | any | ||||||||
Member | being | a | Member | being | a | ||||||||||
corporation, | by | its | corporation, | by | its | ||||||||||
duly | authorised | duly | authorised | ||||||||||||
representative | or, | representative | or, | ||||||||||||
where | proxies | are | where | proxies | are | ||||||||||
allowed, | by | proxy at | allowed, | by | proxy at | ||||||||||
a general | meeting | of | a general | meeting | of | ||||||||||
which Notice has been | which Notice has been | ||||||||||||||
duly | given | in | duly | given | in | ||||||||||
accordance | with | accordance | with | ||||||||||||
Article 59 | Article 59 | ||||||||||||||
- 19 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||||||||||||||
Article provisions before amendments | Article provisions after amendments | |||||||||||||||||
''special | a resolution shall be a | ''special | a resolution shall be a | |||||||||||||||
resolution'' | special | resolution | resolution'' | special | resolution | |||||||||||||
when | it | has | been | (Amended in | when | it | has | been | ||||||||||
passed | by | a | majority | Chinese version | passed | by | a majority | |||||||||||
of | not | less | than | only) | of | not | less | than | ||||||||||
three-fourths of votes | three-fourths of votes | |||||||||||||||||
cast by such Members | cast by such Members | |||||||||||||||||
as, being entitled so to | as, being entitled so to | |||||||||||||||||
do, vote in person or, | do, vote in person or, | |||||||||||||||||
in the case of such | in the case of such | |||||||||||||||||
Members | as | are | Members | as | are | |||||||||||||
corporations, | by | their | corporations, | by | their | |||||||||||||
respective | duly | respective | duly | |||||||||||||||
authorised representative | authorised representative | |||||||||||||||||
or, | where | proxies | are | or, | where | proxies | are | |||||||||||
allowed, by proxy at a | allowed, by proxy at a | |||||||||||||||||
general | meeting | of | general | meeting | of | |||||||||||||
which | Notice | has | which | Notice | has | |||||||||||||
been | duly | given | in | been | duly | given | in | |||||||||||
accordance | with | accordance | with | |||||||||||||||
Article 59. | Article 59. | |||||||||||||||||
a | special | resolution | a | special | resolution | |||||||||||||
shall | be effective | for | shall be | effective | for | |||||||||||||
any purpose for which | any purpose for which | |||||||||||||||||
an ordinary resolution | an ordinary resolution | |||||||||||||||||
is | expressed | to | be | is | expressed | to | be | |||||||||||
required | under | any | required | under | any | |||||||||||||
provision | of | these | provision | of | these | |||||||||||||
Articles | or | the | Articles | or | the | |||||||||||||
Statutes. | Statutes. | |||||||||||||||||
- 20 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||||||||
''Statutes'' | the | Law | and | every | ''Statutes'' | the ActLawand every | |||||||||
other | law | of | the | other | law | of | the | ||||||||
Legislature | of | the | Legislature | of | the | ||||||||||
Cayman | Islands | for | Cayman | Islands | for | ||||||||||
the | time | being | in | the | time | being | in | ||||||||
force applying | to | or | force | applying to | or | ||||||||||
affecting | the | affecting | the | ||||||||||||
Company, | its | Company, | its | ||||||||||||
memorandum | of | Mmemorandum | of | ||||||||||||
association | and/or | association | and/or | ||||||||||||
these Articles. | these Articles. | ||||||||||||||
''substantial | a | person | who | is | ''substantial | a | person | who | is | ||||||
shareholder'' | entitled to exercise, or | shareholder'' | entitled to exercise, or | ||||||||||||
to control the exercise | to control the exercise | ||||||||||||||
of, 10% or more (or | of, 10% or more (or | ||||||||||||||
such other percentage | such other percentage | ||||||||||||||
as | may | be | prescribed | as | may | be | prescribed | ||||||||
by the rules of the | by the Listing rRules | ||||||||||||||
Designated | Stock | of | the | Designated | |||||||||||
Exchange | from | time | Stock | Exchangefrom | |||||||||||
to time) of the voting | time to time) of the | ||||||||||||||
power at any | general | voting | power at | any | |||||||||||
meeting | of | the | general meeting of the | ||||||||||||
Company. | Company. | ||||||||||||||
- 21 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||||||
Article provisions before amendments | Article provisions after amendments | |||||||||
(b) By inserting the following definitions | ||||||||||
alphabetically: | ||||||||||
''Act'' | the | Companies | Act, | |||||||
Cap. 22 (Act 3 of | ||||||||||
1961, | as | consolidated | ||||||||
and | revised) | of | the | |||||||
Cayman Islands. | ||||||||||
''announcement'' | an official publication | |||||||||
of | a | Notice | or | |||||||
document | of | the | ||||||||
Company, including a | ||||||||||
publication, subject to | ||||||||||
and | to | such | extent | |||||||
permitted | by | the | ||||||||
Listing | Rules, | by | ||||||||
electronic | ||||||||||
communication | or | by | ||||||||
advertisement | ||||||||||
published | in | the | ||||||||
newspapers or in such | ||||||||||
manner | or | means | ||||||||
ascribed | and | |||||||||
permitted | by | the | ||||||||
Listing | Rules | and | ||||||||
applicable laws. | ||||||||||
''electronic | a communication sent, | |||||||||
communication'' | transmitted, | conveyed | ||||||||
and | received by | wire, | ||||||||
by | radio, | by | optical | |||||||
means | or | by | other | |||||||
electromagnetic | ||||||||||
means | in | any | form | |||||||
through any medium. | ||||||||||
- 22 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||||
Article provisions before amendments | Article provisions after amendments | |||||||
''electronic | a general meeting held | |||||||
meeting'' | and conducted wholly | |||||||
and | exclusively | by | ||||||
virtual | attendance | |||||||
and | participation | by | ||||||
Members | and/or | |||||||
proxies | by | means | of | |||||
electronic facilities. | ||||||||
''hybrid meeting'' | a | general | meeting | |||||
convened for | the | (i) | ||||||
physical | attendance | |||||||
by | Members | and/or | ||||||
proxies | at | the | ||||||
Principal | Meeting | |||||||
Place | and | where | ||||||
applicable, | one | or | ||||||
more | Meeting | |||||||
Locations | and | (ii) | ||||||
virtual | attendance | |||||||
and | participation | by | ||||||
Members | and/or | |||||||
proxies | by | means | of | |||||
electronic facilities. | ||||||||
''Listing Rules'' | rules | of | the | |||||
Designated | Stock | |||||||
Exchange. | ||||||||
''Meeting | has the meaning given | |||||||
Location(s)'' | to it in Article 64A. | |||||||
''Memorandum'' | memorandum | of | ||||||
association | of | the | ||||||
Company. | ||||||||
- 23 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments |
''physical meeting'' a general meeting held and conducted by physical attendance and participation by
Members and/or
proxies at the
Principal Meeting Place and/or where applicable, one or
more Meeting Locations.
''Principal Meeting shall have the meaning
Place'' given to it in Article 59(2).
(c) By deleting the following definitions:
''Law'' | The Companies Law, | ||||
Cap. 22 (Law 3 of | |||||
1961, | as consolidated | ||||
and | revised) | of | the | ||
Cayman Islands. | |||||
''Subsidiary and | has | the | meanings | ||
Holding | attributed | to | them | in | |
Company'' | the | rules | of | the | |
Designated | Stock | ||||
Exchange. |
- 24 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 2.(2)(e) | Article 2.(2)(e) |
- expressions referring to writing shall, (e) expressions referring to writing shall,
unless the contrary intention appears, | unless the contrary intention appears, | ||||||||
be construed as including printing, | be construed as including printing, | ||||||||
lithography, photography and other | lithography, | photography | and | other | |||||
modes of representing words or figures | modes of representing words or figures | ||||||||
in a visible form, and including where | in aor reproducing words or figures in | ||||||||
the representation takes the form of | a legible and non-transitory form or, | ||||||||
electronic display, provided that both | to the extent permitted by and in | ||||||||
the mode of service of the relevant | accordance with the Statutes and | ||||||||
document or notice and the Member's | other applicable laws, rules and | ||||||||
election comply with all applicable | regulations, any visible substitute for | ||||||||
Statutes, rules and regulations; | writing | (including | an | electronic | |||||
communication), | or | modes | of | ||||||
representing | or | reproducing words | |||||||
partly in one visible form and partly | |||||||||
in anothervisible form, and including | |||||||||
where the representation takes the | |||||||||
form of electronic display, provided | |||||||||
that both the mode of service of the | |||||||||
relevant document or Nnotice and the | |||||||||
Member's election comply with all | |||||||||
applicable | Statutes, | rules | and | ||||||
regulations; | |||||||||
Article 2.(2)(h) | Article 2.(2)(h) | ||||||||
(h) references to a document being | (h) references | to | a document | (including, | |||||
executed include references to it being | but without limitation, a resolution in | ||||||||
executed under hand or under seal or | writing) being signed orbeingexecuted | ||||||||
by electronic signature or by any other | include references to it being signed or | ||||||||
method and references to a notice or | executed under hand or under seal or | ||||||||
document include a notice or | by electronic signature or by electronic | ||||||||
document recorded or stored in any | communication or byany other | ||||||||
digital, electronic, electrical, magnetic | method and references to a Nnotice | ||||||||
or other retrievable form or medium | or document include a Nnotice or | ||||||||
and information in visible form | document recorded or stored in any | ||||||||
whether having physical substance or | digital, electronic, electrical, magnetic | ||||||||
not; | or other retrievable form or medium | ||||||||
and information in visible form | |||||||||
whether having physical substance or | |||||||||
not; |
- 25 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 2.(2)(i) | Article 2.(2)(i) |
- Section 8 of the Electronic (i) Section 8 and Section 19of the
Transactions Law (2003) of the | Electronic | Transactions | LawAct |
Cayman Islands, as amended from | (2003) of the Cayman Islands, as | ||
time to time, shall not apply to these | amended from time to time, shall not | ||
Articles to the extent it imposes | apply to these Articles to the extent it | ||
obligations or requirements in | imposes obligations or requirements in | ||
addition to those set out in these | addition to those set out in these | ||
Articles. | Articles.; | ||
Article 2.(2) (newly added) |
(j) a reference to a meeting shall mean a meeting convened and held in any manner permitted by these Articles and any Member or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Statutes and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly;
- 26 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments |
(k) references to a person's participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly;
(l) references to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise); and
(m) where a Member is a corporation, any reference in these Articles to a Member shall, where the context requires, refer to a duly authorised representative of such Member.
- 27 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||||||||||
Article provisions before amendments | Article provisions after amendments | |||||||||||||
Article 3 | Article 3 | |||||||||||||
… | … | |||||||||||||
(2) | Subject | to | the | Law, | the | Company's | (2) Subject to the LawAct, the Company's | |||||||
Memorandum | and | Articles | of | Memorandum and Articles | of | |||||||||
Association | and, where | applicable, | Association | and, where | applicable, | |||||||||
the rules of any Designated Stock | the Listing Rules and/or therules of | |||||||||||||
Exchange | and/or | any | competent | any Designated Stock Exchange and/ | ||||||||||
regulatory | authority, | the | Company | or | any | competent | regulatory | |||||||
shall have the power to purchase or | authority, the Company shall have | |||||||||||||
otherwise acquire its own shares and | the power to purchase or otherwise | |||||||||||||
such power shall be exercisable by the | acquire its own shares and such power | |||||||||||||
Board in such manner, upon such | shall be exercisable by the Board in | |||||||||||||
terms and subject to such conditions | such manner, upon such terms and | |||||||||||||
as it in its absolute discretion thinks fit | subject to such conditions as it in its | |||||||||||||
and any determination by the Board of | absolute discretion thinks fit and any | |||||||||||||
the manner of purchase shall be | determination by the Board of the | |||||||||||||
deemed authorised by these Articles | manner of purchase shall be deemed | |||||||||||||
for purposes of the Law. The | authorised by these Articles for | |||||||||||||
Company is hereby authorised to | purposes of the LawAct. The | |||||||||||||
make payments in respect of the | Company is hereby authorised to | |||||||||||||
purchase of its shares out of capital | make payments in respect of the | |||||||||||||
or out of any other account or fund | purchase of its shares out of capital | |||||||||||||
which can be authorised for this | or out of any other account or fund | |||||||||||||
purpose in accordance with the Law. | which can be authorised for this | |||||||||||||
purpose in | accordance | with | the | |||||||||||
LawAct. | ||||||||||||||
(3) | Subject | to | compliance | with the | rules | (3) Subject to compliance with the Listing | ||||||||
and regulations of the Designated | Rrules | and regulations of the | ||||||||||||
Stock Exchange and any other | Designated Stock Exchangeand any | |||||||||||||
relevant | regulatory | authority, | the | other | competentrelevant | regulatory | ||||||||
Company | may | give | financial | authority, the Company may give | ||||||||||
assistance for the purpose of or in | financial assistance for the purpose of | |||||||||||||
connection with a purchase made or to | or in connection with a purchase made | |||||||||||||
be made by any person of any shares in | or to be made by any person of any | |||||||||||||
the Company. | shares in the Company. | |||||||||||||
(4) No share shall be issued to bearer. | (4) The Board may accept the surrender | |||||||||||||
for no consideration of any fully paid | ||||||||||||||
share. | ||||||||||||||
(5)No share shall be issued to bearer. |
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 4. | Article 4. |
4. The Company may from time to time 4. The Company may from time to time
by ordinary resolution in accordance | by ordinary resolution in accordance | ||||||
with the Law alter the conditions of its | with the | Law | Actalter the conditions | ||||
Memorandum of Association to: | of its Memorandum of Associationto: | ||||||
… | … | ||||||
(d) sub-divide its | shares, | or any | of | (d) sub-divide its | shares, or any | of | |
them, into shares of smaller | them, into shares of smaller | ||||||
amount than is fixed by the | amount than is fixed by the | ||||||
Company's | Memorandum | of | Company's | Memorandum | of | ||
Association | (subject, | Association | (subject, | ||||
nevertheless, to the Law), and | nevertheless, to the ActLaw), | ||||||
may | by | such | resolution | and may by such resolution | |||
determine that, as between the | determine that, as between the | ||||||
holders of the shares resulting | holders of the shares resulting | ||||||
from such sub-division, one or | from such sub-division, one or | ||||||
more of the shares may have any | more of the shares may have any | ||||||
such preferred, deferred or other | such preferred, deferred or other | ||||||
rights or be subject to any such | rights or be subject to any such | ||||||
restrictions as compared with the | restrictions as compared with the | ||||||
other or others as the Company | other or others as the Company | ||||||
has power to attach to unissued | has power to attach to unissued | ||||||
or new shares; | or new shares; | ||||||
… | … | ||||||
Article 6. | Article 6. (Amended in English version | ||||||
only) |
6. The Company may from time to time 6. The Company may from time to time
by special resolution, subject to any | by special resolution, subject to any |
confirmation or consent required by | confirmation or consent required by |
the Law, reduce its share capital or | the LawAct, reduce its share capital or |
any capital redemption reserve or | any capital redemption reserve or |
other undistributable reserve in any | other undistributable reserve in any |
manner permitted by law. | manner permitted by law. |
- 29 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 8. | Article 8. |
8. (1) Subject to the provisions of the 8. (1) Subject to the provisions of the
Law | and | the | Company's | LawActand the Company's | |||
Memorandum | and | Articles | of | Memorandum | and | Articles | of |
Association and to any special | Association and to any special | ||||||
rights conferred on the holders of | rights conferred on the holders of | ||||||
any shares or class of shares, any | any shares or class of shares, any | ||||||
share in the Company (whether | share in the Company (whether | ||||||
forming part of the present | forming part of the present | ||||||
capital or not) may be issued | capital or not) may be issued | ||||||
with or have attached thereto | with or have attached thereto | ||||||
such | rights | or | restrictions | such rights | or | restrictions | |
whether in regard to dividend, | whether in regard to dividend, | ||||||
voting, return of capital or | voting, return of capital or | ||||||
otherwise as the Board may | otherwise as the Board may | ||||||
determine. | determine. | ||||||
(2) Subject to the provisions of the | (2) Subject to the provisions of the | ||||||
Law, the rules of any Designated | LawAct, the rules of any | ||||||
Stock | Exchange | and | the | Designated | Stock | ||
Memorandum | and | Articles | of | ExchangeListing Rulesand the | |||
Association of the | Company, | Memorandum | and | Articles | of | ||
and to any special rights | Association of | the | Company, | ||||
conferred on the holders of any | and to any special rights | ||||||
shares or attaching to any class of | conferred on the holders of any | ||||||
shares, shares may be issued on | shares or attaching to any class of | ||||||
the terms that they may be, or at | shares, shares may be issued on | ||||||
the option of the Company or the | the terms that they may be, or at | ||||||
holder are, liable to be redeemed | the option of the Company or the | ||||||
on such terms and in such | holder are, liable to be redeemed | ||||||
manner, including out of capital, | on such terms and in such | ||||||
as the Board may deem fit. | manner, including out of capital, | ||||||
as the Board may deem fit. |
- 30 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||
Article provisions before amendments | Article provisions after amendments | |||||
Article 10. | Article 10. | |||||
10. Subject to the Law and without | 10. Subject to the | LawAct | and without | |||
prejudice to Article 8, all or any of | prejudice to Article 8, all or any of the | |||||
the special rights for the time being | special rights for the time being | |||||
attached to the shares or any class of | attached to the shares or any class of | |||||
shares may, unless otherwise provided | shares may, unless otherwise provided | |||||
by the terms of issue of the shares of | by the terms of issue of the shares of | |||||
that class, from time to time (whether | that class, from time to time (whether | |||||
or not the Company is being wound | or not the Company is being wound | |||||
up) be varied, modified or abrogated | up) be varied, modified or abrogated | |||||
either with the consent in writing of | either with the consent in writing of | |||||
the holders of | not | less | than | the holders | of not | less than |
three-fourths in nominal value of the | three-fourths in nominal value of the | |||||
issued shares of that class or with the | issued shares of that class or with the | |||||
sanction of a special resolution passed | sanction of a special resolution passed | |||||
at a separate general meeting of the | at a separate general meeting of the | |||||
holders of the shares of that class. To | holders of the shares of that class. To | |||||
every such separate general meeting all | every such separate general meeting all | |||||
the provisions of these Articles | the provisions of these Articles | |||||
relating to general meetings of the | relating to general meetings of the | |||||
Company shall, mutatis mutandis, | Company shall, mutatis mutandis, | |||||
apply, but so that: | apply, but so that: | |||||
(a) the necessary quorum (other than | (a) the necessary quorum (other than | |||||
at an adjourned meeting) shall be | at an adjourned meeting or | |||||
two persons (or in the case of a | postponedmeeting) shall be two | |||||
Member being a corporation, its | persons (or in the case of a | |||||
duly authorized representative) | Member being a corporation, its | |||||
holding or representing by proxy | duly authoriszed representative) | |||||
not less than one-third in nominal | holding or representing by proxy | |||||
value of the issued shares of that | not less than one-third in nominal | |||||
class and at any adjourned | value of the issued shares of that | |||||
meeting of such holders, two | class and at any adjourned | |||||
holders present in person or (in | meeting or postponedmeeting of | |||||
the case of a Member being a | such holders, two holders present | |||||
corporation) its | duly | authorized | in person or (in the case of a | |||
representative | or | by | proxy | Member being a corporation) its | ||
(whatever the number of shares | duly authoriszed representative | |||||
held by them) shall be a quorum; | or by proxy (whatever the | |||||
and | number of shares held by them) | |||||
shall be a quorum; and | ||||||
… | ||||||
… |
- 31 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||||||||
Article 12. | Article 12. | ||||||||||||||
12. (1) Subject | to | the | Law, | these | 12. (1) Subject to | the | ActLaw, | these | |||||||
Articles, any direction that may | Articles, any direction that may | ||||||||||||||
be given by the Company in | be given by the Company in | ||||||||||||||
general | meeting | and, | where | general | meeting | and, | where | ||||||||
applicable, the rules of any | applicable, the Listing Rrules | of | |||||||||||||
Designated Stock Exchange and | any Designated Stock Exchange | ||||||||||||||
without prejudice to any special | and without prejudice to any | ||||||||||||||
rights or restrictions for the time | special rights or restrictions for | ||||||||||||||
being attached to any shares or | the time being attached to any | ||||||||||||||
any class of shares, the unissued | shares or any class of shares, the | ||||||||||||||
shares of the Company (whether | unissued shares of the Company | ||||||||||||||
forming part of the original or | (whether forming part of the | ||||||||||||||
any increased capital) shall be at | original or any increased capital) | ||||||||||||||
the disposal of the Board, which | shall be at the disposal of the | ||||||||||||||
may offer, allot, grant options | Board, which may offer, allot, | ||||||||||||||
over or otherwise dispose of | grant options over or otherwise | ||||||||||||||
them to such persons, at such | dispose of them to such persons, | ||||||||||||||
times and for such consideration | at such times and for such | ||||||||||||||
and upon such terms and | consideration and | upon | such | ||||||||||||
conditions as the Board may in | terms and conditions as the | ||||||||||||||
its absolute | discretion determine | Board may in its absolute | |||||||||||||
but so that no shares shall be | discretion determine but so that | ||||||||||||||
issued at a discount. Neither the | no shares shall be issued at a | ||||||||||||||
Company nor the Board shall be | discount to their nominal value. | ||||||||||||||
obliged, when making or granting | Neither the Company nor the | ||||||||||||||
any allotment of, offer of, option | Board shall be obliged, when | ||||||||||||||
over or disposal of shares, to | making | or | granting | any | |||||||||||
make, or make available, any | allotment of, offer of, option | ||||||||||||||
such allotment, offer, option or | over or disposal of shares, to | ||||||||||||||
shares to Members or others with | make, or make available, any | ||||||||||||||
registered | addresses | in | any | such allotment, offer, option or | |||||||||||
particular | territory or territories | shares to Members or others with | |||||||||||||
being a territory or territories | registered | addresses | in | any | |||||||||||
where, in the absence of a | particular | territory | or territories | ||||||||||||
registration | statement | or | other | being a territory or territories | |||||||||||
special formalities, this would or | where, in the absence of a | ||||||||||||||
might, in the opinion of the | registration | statement | or | other | |||||||||||
Board, | be | unlawful | or | special formalities, this would or | |||||||||||
impracticable. Members | affected | might, in the opinion of the | |||||||||||||
as a result of the foregoing | Board, | be | unlawful | or | |||||||||||
sentence shall not be, or be | impracticable. Members | affected | |||||||||||||
deemed to be, a separate class of | as a result of the foregoing | ||||||||||||||
members | for | any | purpose | sentence shall not be, or be | |||||||||||
whatsoever. | deemed to be, a separate class of | ||||||||||||||
mMembers for any purpose | |||||||||||||||
whatsoever. |
- 32 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 13. | Article 13. (Amended in English version | |
only) | ||
13. The Company may in connection with | 13. The Company may in connection with | |
the issue of any shares exercise all | the issue of any shares exercise all | |
powers of paying commission and | powers of paying commission and | |
brokerage conferred or permitted by | brokerage conferred or permitted by | |
the Law. Subject to the Law, the | the LawAct. Subject to the LawAct, | |
commission may be satisfied by the | the commission may be satisfied by the | |
payment of cash or by the allotment of | payment of cash or by the allotment of | |
fully or partly paid shares or partly in | fully or partly paid shares or partly in | |
one and partly in the other. | one and partly in the other. | |
Article 15. | Article 15. (Amended in English version | |
only) | ||
15. Subject to the Law and these Articles, | 15. Subject to the LawActand these | |
the Board may at any time after the | Articles, the Board may at any time | |
allotment of shares but before any | after the allotment of shares but | |
person has been entered in the | before any person has been entered in | |
Register as the holder, recognise a | the Register as the holder, recognise a | |
renunciation thereof by the allottee in | renunciation thereof by the allottee in | |
favour of some other person and may | favour of some other person and may | |
accord to any allottee of a share a | accord to any allottee of a share a | |
right to effect such renunciation upon | right to effect such renunciation upon | |
and subject to such terms and | and subject to such terms and | |
conditions as the Board considers fit | conditions as the Board considers fit | |
to impose. | to impose. |
- 33 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||
Article provisions before amendments | Article provisions after amendments | ||||||
Article 16. | Article 16. | ||||||
16. Every share certificate shall be issued | 16. Every share certificate shall be issued | ||||||
under the Seal or a facsimile thereof or | under the Seal or a facsimile thereof or | ||||||
with the Seal printed thereon and shall | with the Seal printed thereon and shall | ||||||
specify the number and class and | specify the number and class and | ||||||
distinguishing numbers (if any) of the | distinguishing numbers (if any) of the | ||||||
shares to which it relates, and the | shares to which it relates, and the | ||||||
amount paid up thereon and may | amount paid up thereon and may | ||||||
otherwise be in such form as the | otherwise be in such form as the | ||||||
Directors may from time to time | Directors may from time to time | ||||||
determine. The seal of the Company | determine. The Sseal | of the Company | |||||
may only be affixed to a share | may only be affixed or imprintedto a | ||||||
certificate with the authority of the | share certificate with the authority of | ||||||
Directors, or be executed under the | the Directors, or be executed under the | ||||||
signature of appropriate officials with | signature of appropriate officials with | ||||||
statutory authority, | unless | otherwise | statutory authority, | unless | otherwise | ||
determined by the Directors. No | determined by the Directors. No | ||||||
certificate shall be issued representing | certificate shall be issued representing | ||||||
shares of more than one class. The | shares of more than one class. The | ||||||
Board may by resolution determine, | Board may by resolution determine, | ||||||
either generally or in any particular | either generally or in any particular | ||||||
case or cases, that any signatures on | case or cases, that any signatures on | ||||||
any such certificates (or certificates in | any such certificates (or certificates in | ||||||
respect of other securities) need not be | respect of other securities) need not be | ||||||
autographic but may be affixed to such | autographic but may be affixed to | ||||||
certificates by some mechanical means | such certificates by some mechanical | ||||||
or may be printed thereon. | means or may be printed thereon. | ||||||
Article 17.(2) | Article 17.(2) | ||||||
17. (2) Where a share stands in the names | 17. (2) Where a share stands in the names | ||||||
of two or more persons, the person | of two or more persons, the person | ||||||
first named in the Register shall as | first named in the Register shall as | ||||||
regards service of notices and, | regards service of nNotices and, | ||||||
subject to the provisions of these | subject to the provisions of these | ||||||
Articles, all or any other matters | Articles, all or any other matters | ||||||
connected with | the | Company, | connected with | the | Company, | ||
except the transfer of the shares, | except the transfer of the shares, | ||||||
be deemed the sole holder thereof. | be deemed the sole holder thereof. |
- 34 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 19. | Article 19. (Amended in English version | |
only) | ||
19. Share certificates shall be issued within | 19. Share certificates shall be issued | |
the relevant time limit as prescribed by | within the relevant time limit as | |
the Law or as the Designated Stock | prescribed by the LawActor as the | |
Exchange may from time to time | Designated Stock Exchange may from | |
determine, whichever is the shorter, | time to time determine, whichever is | |
after allotment or, except in the case of | the shorter, after allotment or, except | |
a transfer which the Company is for | in the case of a transfer which the | |
the time being entitled to refuse to | Company is for the time being entitled | |
register and does not register, after | to refuse to register and does not | |
lodgment of a transfer with the | register, after lodgment of a transfer | |
Company. | with the Company. | |
Article 22. | Article 22. (Amended in English version | |
only) | ||
22. The Company shall have a first and | 22. The Company shall have a first and | |
paramount lien on every share (not | paramount lien on every share (not | |
being a fully paid share) for all moneys | being a fully paid share) for all moneys | |
(whether presently payable or not) | (whether presently payable or not) | |
called or payable at a fixed time in | called or payable at a fixed time in | |
respect of that share. The Company | respect of that share. The Company | |
shall also have a first and paramount | shall also have a first and paramount | |
lien on every share (not being a fully | lien on every share (not being a fully | |
paid share) registered in the name of a | paid share) registered in the name of a | |
Member (whether or not jointly with | Member (whether or not jointly with | |
other Members) for all amounts of | other Members) for all amounts of | |
money presently payable by such | money presently payable by such | |
Member or his estate to the Company | Member or his estate to the | |
whether the same shall have been | Company whether the same shall | |
incurred before or after notice to the | have been incurred before or after | |
Company of any equitable or other | notice to the Company of any | |
interest of any person other than such | equitable or other interest of any | |
member, and whether the period for | person other than such mMember, | |
the payment or discharge of the same | and whether the period for the | |
shall have actually arrived or not, and | payment or discharge of the same | |
notwithstanding that the same are | shall have actually arrived or not, | |
joint debts or liabilities of such | and notwithstanding that the same | |
Member or his estate and any other | are joint debts or liabilities of such | |
person, whether a Member or not. The | Member or his estate and any other | |
Company's lien on a share shall extend | person, whether a Member or not. The | |
to all dividends or other moneys | Company's lien on a share shall extend | |
payable thereon or in respect thereof. | to all dividends or other moneys | |
The Board may at any time, generally | payable thereon or in respect thereof. | |
or in any particular case, waive any | The Board may at any time, generally | |
lien that has arisen or declare any | or in any particular case, waive any | |
share exempt in whole or in part, from | lien that has arisen or declare any | |
the provisions of this Article. | share exempt in whole or in part, from | |
the provisions of this Article. |
- 35 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||
Article 23. | Article 23. | ||||||||
23. Subject to these Articles, the Company | 23. Subject to these Articles, the Company | ||||||||
may sell in such manner as the Board | may sell in such manner as the Board | ||||||||
determines any share on which the | determines any share on which the | ||||||||
Company has a lien, but no sale shall | Company has a lien, but no sale shall | ||||||||
be made unless some sum in respect of | be made unless some sum in respect of | ||||||||
which the lien exists is presently | which the lien exists is presently | ||||||||
payable, | or | the | liability | or | payable, | or | the | liability | or |
engagement in respect of which such | engagement in respect of which such | ||||||||
lien exists is liable to be presently | lien exists is liable to be presently | ||||||||
fulfilled or discharged nor until the | fulfilled or discharged nor until the | ||||||||
expiration of fourteen (14) clear days | expiration of fourteen (14) clear days | ||||||||
after a notice in writing, stating and | after a nNotice in writing, stating and | ||||||||
demanding payment of the sum | demanding payment of the sum | ||||||||
presently payable, or specifying the | presently payable, or specifying the | ||||||||
liability or engagement and demanding | liability | or | engagement | and | |||||
fulfilment or discharge thereof and | demanding | fulfilment | or discharge | ||||||
giving notice of the intention to sell | thereof and giving nNotice of the | ||||||||
in default, has been served on the | intention to sell in default, has been | ||||||||
registered holder for the time being | served on the registered holder for the | ||||||||
of the share or the person entitled | time being of the share or the person | ||||||||
thereto by reason of his death or | entitled thereto by reason of his death | ||||||||
bankruptcy. | or bankruptcy. | ||||||||
Article 25. | Article 25. | ||||||||
25. Subject to | these | Articles and to | the | 25. Subject to | these Articles and to the | ||||
terms of allotment, the Board may | terms of allotment, the Board may | ||||||||
from time to time make calls upon the | from time to time make calls upon the | ||||||||
Members in respect of any moneys | Members in respect of any moneys | ||||||||
unpaid on their shares (whether on | unpaid on their shares (whether on | ||||||||
account of the nominal value of the | account of the nominal value of the | ||||||||
shares or by way of premium), and | shares or by way of premium), and | ||||||||
each Member shall (subject to being | each Member shall (subject to being | ||||||||
given at least fourteen (14) clear days' | given at least fourteen (14) clear days' | ||||||||
Notice specifying the time and place of | Notice specifying the time and place of | ||||||||
payment) pay to the Company as | payment) pay to the Company as | ||||||||
required by such notice the amount | required by such nNotice the amount | ||||||||
called on his shares. A call may be | called on his shares. A call may be | ||||||||
extended, postponed or revoked in | extended, postponed or revoked in | ||||||||
whole or in part as the Board | whole or in part as the Board | ||||||||
determines but no Member shall be | determines but no Member shall be | ||||||||
entitled to any such extension, | entitled to any such extension, | ||||||||
postponement or revocation except as | postponement or revocation except as | ||||||||
a matter of grace and favour. | a matter of grace and favour. |
- 36 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 30. | Article 30. | |
30. On the trial or hearing of any action or | 30. On the trial or hearing of any action or | |
other proceedings for the recovery of | other proceedings for the recovery of | |
any money due for any call, it shall be | any money due for any call, it shall be | |
sufficient to prove that the name of the | sufficient to prove that the name of the | |
Member sued is entered in the Register | Member sued is entered in the Register | |
as the holder, or one of the holders, of | as the holder, or one of the holders, of | |
the shares in respect of which such | the shares in respect of which such | |
debt accrued, that the resolution | debt accrued, that the resolution | |
making the call is duly recorded in | making the call is duly recorded in | |
the minute book, and that notice of | the minute book, and that nNotice of | |
such call was duly given to the | such call was duly given to the | |
Member sued, in pursuance of these | Member sued, in pursuance of these | |
Articles; and it shall not be necessary | Articles; and it shall not be necessary | |
to prove the appointment of the | to prove the appointment of the | |
Directors who made such call, nor | Directors who made such call, nor | |
any other matters whatsoever, but the | any other matters whatsoever, but the | |
proof of the matters aforesaid shall be | proof of the matters aforesaid shall be | |
conclusive evidence of the debt. | conclusive evidence of the debt. |
- 37 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 33. | Article 33. (Amended in Chinese version | |
only) | ||
33. The Board may, if it thinks fit, receive | 33. The Board may, if it thinks fit, receive | |
from any Member willing to advance | from any Member willing to advance | |
the same, and either in money or | the same, and either in money or | |
money's worth, all or any part of the | money's worth, all or any part of the | |
moneys uncalled and unpaid or | moneys uncalled and unpaid or | |
instalments payable upon any shares | instalments payable upon any shares | |
held by him and upon all or any of the | held by him and upon all or any of the | |
moneys so advanced (until the same | moneys so advanced (until the same | |
would, but for such advance, become | would, but for such advance, become | |
presently payable) pay interest at such | presently payable) pay interest at such | |
rate (if any) as the Board may decide. | rate (if any) as the Board may decide. | |
The Board may at any time repay the | The Board may at any time repay the | |
amount so advanced upon giving to | amount so advanced upon giving to | |
such Member not less than one (1) | such Member not less than one (1) | |
month's Notice of its intention in that | month's Notice of its intention in that | |
behalf, unless before the expiration of | behalf, unless before the expiration of | |
such notice the amount so advanced | such notice the amount so advanced | |
shall have been called up on the shares | shall have been called up on the shares | |
in respect of which it was advanced. | in respect of which it was advanced. | |
Such payment in advance shall not | Such payment in advance shall not | |
entitle the holder of such share or | entitle the holder of such share or | |
shares to participate in respect thereof | shares to participate in respect thereof | |
in a dividend subsequently declared. | in a dividend subsequently declared. |
- 38 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||||||
Article 34. | Article 34. (Amended in Chinese version | ||||||||||||
only) | |||||||||||||
34. | (1) | If a call remains | unpaid after it | 34. | (1) | If a call remains | unpaid after it | ||||||
has become due and payable the | has become due and payable the | ||||||||||||
Board may give to the person | Board may give to the person | ||||||||||||
from whom it is due not less than | from whom it is due not less than | ||||||||||||
fourteen (14) clear days' Notice: | fourteen (14) clear days' Notice: | ||||||||||||
(a) requiring payment of the | (a) requiring payment of the | ||||||||||||
amount | unpaid | together | amount | unpaid | together | ||||||||
with any interest which may | with any interest which may | ||||||||||||
have accrued and which may | have accrued and which may | ||||||||||||
still accrue up to the date of | still accrue up to the date of | ||||||||||||
actual payment; and | actual payment; and | ||||||||||||
(b) stating that if the Notice is | (b) stating that if the Notice is | ||||||||||||
not complied with the shares | not complied with the shares | ||||||||||||
on which the call was made | on which the call was made | ||||||||||||
will be liable to be forfeited. | will be liable to be forfeited. | ||||||||||||
(2) | If the requirements of | any | such | (2) | If the requirements of | any | such | ||||||
Notice are not complied with, any | Notice are not complied with, any | ||||||||||||
share in respect of which such | share in respect of which such | ||||||||||||
Notice has been given may at any | Notice has been given may at any | ||||||||||||
time thereafter, | before | payment | time thereafter, | before | payment | ||||||||
of all calls and interest due in | of all calls and interest due in | ||||||||||||
respect thereof has been made, be | respect thereof has been made, be | ||||||||||||
forfeited by a resolution of the | forfeited by a resolution of the | ||||||||||||
Board to that effect, and such | Board to that effect, and such | ||||||||||||
forfeiture | shall | include | all | forfeiture | shall | include | all | ||||||
dividends and bonuses | declared | dividends and bonuses | declared | ||||||||||
in respect of the forfeited share | in respect of the forfeited share | ||||||||||||
but not actually paid before the | but not actually paid before the | ||||||||||||
forfeiture. | forfeiture. | ||||||||||||
Article 35. | Article 35. | ||||||||||||
35. | When any share | has | been | forfeited, | 35. | When any share | has | been | forfeited, | ||||
notice of the forfeiture shall be served | nNotice of the forfeiture shall be | ||||||||||||
upon the person who was before | served upon the person who was | ||||||||||||
forfeiture the holder of the share. No | before forfeiture the holder of the | ||||||||||||
forfeiture shall be invalidated by any | share. No forfeiture shall be | ||||||||||||
omission or neglect to give such | invalidated by any omission or | ||||||||||||
Notice. | neglect to give such Notice. |
- 39 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 39. | Article 39. | |
39. A declaration by a | Director or the | 39. A declaration by a Director or the |
Secretary that a share has been | Secretary that a share has been | |
forfeited on a specified date shall be | forfeited on a specified date shall be | |
conclusive evidence of the facts therein | conclusive evidence of the facts therein | |
stated as against all persons claiming | stated as against all persons claiming | |
to be entitled to the share, and such | to be entitled to the share, and such | |
declaration shall (subject to the | declaration shall (subject to the | |
execution of an instrument of transfer | execution of an instrument of | |
by the Company if necessary) | transfer by the Company if necessary) | |
constitute a good title to the share, | constitute a good title to the share, | |
and the person to whom the share is | and the person to whom the share is | |
disposed of shall be registered as the | disposed of shall be registered as the | |
holder of the share and shall not be | holder of the share and shall not be | |
bound to see to the application of the | bound to see to the application of the | |
consideration (if any), nor shall his | consideration (if any), nor shall his | |
title to the share be affected by any | title to the share be affected by any | |
irregularity in or invalidity of the | irregularity in or invalidity of the | |
proceedings in reference to the | proceedings in reference to the | |
forfeiture, sale or disposal of the | forfeiture, sale or disposal of the | |
share. When any share shall have | share. When any share shall have | |
been forfeited, notice of the | been forfeited, nNotice of the | |
declaration shall be given to the | declaration shall be given to the | |
Member in whose name it stood | Member in whose name it stood | |
immediately prior to the forfeiture, | immediately prior to the forfeiture, | |
and an entry of the forfeiture, with | and an entry of the forfeiture, with | |
the date thereof, shall forthwith be | the date thereof, shall forthwith be | |
made in the register, but no forfeiture | made in the register, but no forfeiture | |
shall be in any manner invalidated by | shall be in any manner invalidated by | |
any omission or neglect to give such | any omission or neglect to give such | |
notice or make any such entry. | nNotice or make any such entry. |
- 40 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||
Article provisions before amendments | Article provisions after amendments | ||||||
Article 44. | Article 44. (Amended in English version | ||||||
only) | |||||||
44. The Register | and branch | register of | 44. The Register | and | branch | register of | |
Members, as the case may be, shall be | Members, as the case may be, shall be | ||||||
open to inspection for at least two (2) | open to inspection for at least two (2) | ||||||
hours during business hours by | hours during business hours by | ||||||
Members without charge or by any | Members without charge or by any | ||||||
other person, upon a maximum | other person, upon a maximum | ||||||
payment of $2.50 or such lesser sum | payment of $2.50 or such lesser sum | ||||||
specified by the Board, at the Office or | specified by the Board, at the Office or | ||||||
such other place at which the Register | such other place at which the Register | ||||||
is kept in accordance with the Law or, | is kept in accordance with the LawAct | ||||||
if appropriate, upon a maximum | or, if appropriate, upon a maximum | ||||||
payment of $1.00 or such lesser sum | payment of $1.00 or such lesser sum | ||||||
specified by the Board at the | specified by the Board at the | ||||||
Registration | Office. | The | Register | Registration | Office. The | Register | |
including any overseas or local or | including any overseas or local or | ||||||
other branch register of Members | other branch register of Members | ||||||
may, after notice has been given by | may, after notice has been given by | ||||||
advertisement | in | an | appointed | advertisement | in | an | appointed |
newspaper or any other newspapers | newspaper or any other newspapers | ||||||
in accordance with the requirements of | in accordance with the requirements of | ||||||
any Designated Stock Exchange or by | any Designated Stock Exchange or by | ||||||
any electronic means in such manner | any electronic means in such manner | ||||||
as may be accepted by the Designated | as may be accepted by the Designated | ||||||
Stock Exchange to that effect, be | Stock Exchange to that effect, be | ||||||
closed at such times or for such | closed at such times or for such | ||||||
periods not exceeding in the whole | periods not exceeding in the whole | ||||||
thirty (30) days in each year as the | thirty (30) days in each year as the | ||||||
Board may determine and either | Board may determine and either | ||||||
generally or in respect of any class of | generally or in respect of any class of | ||||||
shares. | shares. |
- 41 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||
Article 45. | Article 45. | ||||||||
45. Subject to the rules of any Designated | 45. Subject to the rules of any Designated | ||||||||
Stock Exchange, notwithstanding any | Stock | ExchangeListing | Rules, | ||||||
other provision of these Articles the | notwithstanding any | other | provision | ||||||
Company or the Directors may fix any | of these Articles,the Company or the | ||||||||
date as the record date for: | Directors may fix any date as the | ||||||||
record date for: | |||||||||
(a) determining the Members entitled | (a) determining the Members entitled | ||||||||
to | receive | any | dividend, | to | receive | any | dividend, | ||
distribution, | allotment | or issue | distribution, allotment or issue; | ||||||
and such record date may be on, | and | such record date may be on, | |||||||
or at any time not more than | or at any time not more than | ||||||||
thirty (30) days before or after, | thirty (30) days before or after, | ||||||||
any date on which such dividend, | any date on which such dividend, | ||||||||
distribution, allotment or issue is | distribution, allotment or issue is | ||||||||
declared, paid or made; | declared, paid or made; | ||||||||
(b) determining the Members entitled | (b) determining the Members entitled | ||||||||
to receive notice of and to vote at | to receive nNotice of and to vote | ||||||||
any general meeting of the | at any general meeting of the | ||||||||
Company. | Company. |
- 42 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||||
Article provisions before amendments | Article provisions after amendments | |||||||
Article 46. | Article 46. | |||||||
46. Subject to these Articles, any Member | 46. (1) | Subject | to | these | Articles, | any | ||
may transfer all or any of his shares by | Member may transfer all or any | |||||||
an instrument of transfer in the usual | of his shares by an instrument of | |||||||
or common form or in a form | transfer in the usual or common | |||||||
prescribed by the Designated Stock | form or in a form prescribed by | |||||||
Exchange or in any other form | the Designated Stock | Exchange | ||||||
approved by the Board and may be | or in any other form approved by | |||||||
under hand or, if the transferor or | the Board and may be under hand | |||||||
transferee is a clearing house or its | or, if the transferor or transferee | |||||||
nominee(s), by hand or by machine | is a clearing house or its | |||||||
imprinted signature or by such other | nominee(s), by hand or by | |||||||
manner of execution as the Board may | machine | imprinted signature or | ||||||
approve from time to time. | by such other manner of | |||||||
execution as the Board may | ||||||||
approve from time to time. | ||||||||
(2) | Notwithstanding | the | provisions | |||||
of subparagraph (1) above, for | ||||||||
so long as any shares are listed on | ||||||||
the Designated Stock | Exchange, | |||||||
titles to such listed shares may be | ||||||||
evidenced | and | transferred | in | |||||
accordance | with | the | laws | |||||
applicable to and the Listing | ||||||||
Rules that are or shall be | ||||||||
applicable to such listed shares. | ||||||||
The register of members of the | ||||||||
Company in respect of its listed | ||||||||
shares (whether the Register or a | ||||||||
branch register) may be kept by | ||||||||
recording the particulars required | ||||||||
by Section 40 of the Act in a form | ||||||||
otherwise than legible if such | ||||||||
recording | otherwise | complies | ||||||
with the applicable laws and the | ||||||||
Listing Rules that are or shall be | ||||||||
applicable to such listed shares. |
- 43 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 48.(4) | Article 48.(4) (Amended in English version | |
only) | ||
(4) Unless the Board otherwise agrees | (4) Unless the Board otherwise agrees | |
(which agreement may be on such | (which agreement may be on such | |
terms and subject to such conditions | terms and subject to such conditions | |
as the Board in its absolute discretion | as the Board in its absolute discretion | |
may from time to time determine, and | may from time to time determine, and | |
which agreement the Board shall, | which agreement the Board shall, | |
without giving any reason therefor, | without giving any reason therefor, | |
be entitled in its absolute discretion to | be entitled in its absolute discretion to | |
give or withhold), no shares upon the | give or withhold), no shares upon the | |
Register shall be transferred to any | Register shall be transferred to any | |
branch register nor shall shares on any | branch register nor shall shares on any | |
branch register be transferred to the | branch register be transferred to the | |
Register or any other branch register | Register or any other branch register | |
and all transfers and other documents | and all transfers and other documents | |
of title shall be lodged for registration, | of title shall be lodged for registration, | |
and registered, in the case of any | and registered, in the case of any | |
shares on a branch register, at the | shares on a branch register, at the | |
relevant Registration Office, and, in | relevant Registration Office, and, in | |
the case of any shares on the Register, | the case of any shares on the Register, | |
at the Office or such other place at | at the Office or such other place at | |
which the Register is kept in | which the Register is kept in | |
accordance with the Law. | accordance with the LawAct. |
- 44 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||
Article provisions before amendments | Article provisions after amendments | |||
Article 49. | Article 49. (Amended in English version | |||
only) | ||||
… | … | |||
(c) | the instrument of transfer is lodged at | (c) | the instrument of transfer is lodged at | |
the Office or such other place at which | the Office or such other place at which | |||
the Register is kept in accordance with | the Register is kept in accordance with | |||
the Law or the Registration Office (as | the LawActor the Registration Office | |||
the case may be) accompanied by the | (as the case may be) accompanied by | |||
relevant share certificate(s) and such | the relevant share certificate(s) and | |||
other evidence as the Board may | such other evidence as the Board may | |||
reasonably require to show the right | reasonably require to show the right of | |||
of the transferor to make the transfer | the transferor to make the transfer | |||
(and, if the instrument of transfer is | (and, if the instrument of transfer is | |||
executed by some other person on his | executed by some other person on his | |||
behalf, the authority of that person so | behalf, the authority of that person so | |||
to do); and | to do); and | |||
… | … | |||
Article 50. | Article 50. | |||
50. | If the Board refuses to register a | 50. | If the Board refuses to register a | |
transfer of any share, it shall, within | transfer of any share, it shall, within | |||
two (2) months after the date on which | two (2) months after the date on which | |||
the transfer was lodged with the | the transfer was lodged with the | |||
Company, send to each of the | Company, send to each of the | |||
transferor and transferee notice of the | transferor and transferee nNotice of | |||
refusal | the refusal. |
- 45 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||
Article 51. | Article 51. | ||||||||
51. The registration of transfers of shares | 51. The registration of transfers of shares | ||||||||
or of any class of shares may, after | or of any class of shares may, after | ||||||||
notice has been given by advertisement | notice | has | been | given | by | ||||
in any newspapers or by any other | announcement | or | by | electronic | |||||
means in accordance with the | communication | or | byadvertisement | ||||||
requirements of any Designated Stock | in any newspapers or by any other | ||||||||
Exchange to that effect be suspended | means in accordance with the | ||||||||
at such times and for such periods (not | requirements | of | any | Designated | |||||
exceeding in the whole thirty (30) days | Stock Exchange to that effect be | ||||||||
in any year) as the Board may | suspended at such times and for such | ||||||||
determine. | periods (not exceeding in the whole | ||||||||
thirty (30) days in any year) as the | |||||||||
Board may determine. The period of | |||||||||
thirty (30) days may be extended in | |||||||||
respect of any year if approved by the | |||||||||
Board in its absolute discretion. | |||||||||
Article 55.(2) | Article 55.(2) | ||||||||
… | … |
- the Company, if so required by the (c) the Company, if so required by the
rules governing the listing of shares on | rules governing the listing of shares on | |||||||||
the Designated Stock Exchange, has | the Designated Stock Exchange,has | |||||||||
given | notice | to, | and | caused | given nNotice of its intention to sell | |||||
advertisement | in | newspapers in | such | shares | to, | and | caused | |||
accordance with the requirements of, | advertisement in newspapersboth in | |||||||||
the Designated Stock Exchange to be | daily newspaper and in a newspaper | |||||||||
made of its intention to sell such | circulating in the area of the last | |||||||||
shares in the manner required by the | known address of such Member or | |||||||||
Designated Stock Exchange, and a | any person entitled to the share under | |||||||||
period of three (3) months or such | Article 54 and where applicable, in | |||||||||
shorter period as may be allowed by | each casein accordance with the | |||||||||
the Designated Stock Exchange has | requirements | of, | the Designated | |||||||
elapsed since the date of such | Stock Exchange | to be made of its | ||||||||
advertisement. | intention to sell such shares in the | |||||||||
manner required by the Designated | ||||||||||
… | Stock Exchange, and a period of three | |||||||||
(3) months or such shorter period as | ||||||||||
may be allowed by the Designated | ||||||||||
Stock Exchange has elapsed since the | ||||||||||
date of such advertisement. | ||||||||||
… |
- 46 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||||||
Article provisions before amendments | Article provisions after amendments | |||||||||
Article 56. | Article 56. | |||||||||
56. An annual general meeting of the | 56. An annual general meeting of the | |||||||||
Company shall be held in each year | Company shall be held in each year | |||||||||
other than the year of the Company's | other than the year of the Company's | |||||||||
adoption of these Articles (within a | adoption of these Articles (within a | |||||||||
period of not more than fifteen (15) | period of not more than fifteen (15) | |||||||||
months after the holding of the last | months after the holding of the last | |||||||||
preceding annual general meeting or | preceding annual general meeting or | |||||||||
not more than eighteen (18) months | not more than eighteen (18) months | |||||||||
after the date of adoption of these | after the date of adoption of these | |||||||||
Articles, unless a longer period would | Articles, unless a longer period would | |||||||||
not infringe the rules of the | not infringe the rules of the | |||||||||
Designated Stock Exchange, if any) | Designated | Stock | ExchangeListing | |||||||
at such time and place as may be | Rules, if any) | at such time and place | ||||||||
determined by the Board. | as may be determined by the Board. | |||||||||
Article 57. | Article 57. | |||||||||
57. Each general meeting, other | than an | 57. Each general meeting, other than an | ||||||||
annual general meeting, shall be called | annual general meeting, shall be called | |||||||||
an extraordinary | general | meeting. | an extraordinary | general | meeting. | |||||
General meetings may be held in any | AllGgeneral meetings (including an | |||||||||
part of the world as may be | annual | general | meeting, | any | ||||||
determined by the Board. | adjourned | meeting | or | postponed | ||||||
meeting)may be held as a physical | ||||||||||
meetingin any part of the world and at | ||||||||||
one or more Meeting Locations as | ||||||||||
provided in Article 64A, as a hybrid | ||||||||||
meeting or as an electronic meeting,as | ||||||||||
may be determined by the Board in its | ||||||||||
absolute discretion. |
- 47 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||
Article 58. | Article 58. | ||||||||
58. The Board may whenever it thinks fit | 58. The Board may whenever it thinks fit | ||||||||
call | extraordinary general meetings. | call extraordinary | general meetings. | ||||||
Any one or more Members holding at | Any one or more Members holding at | ||||||||
the date of deposit of the requisition | the date of deposit of the requisition | ||||||||
not less than one-tenth of the paid up | not less than one-tenth of the paid up | ||||||||
capital of the Company carrying the | capital of the Company carrying the | ||||||||
right of voting at general meetings of | right of voting at general meetings of | ||||||||
the Company shall at all times have | the Company shall at all times have | ||||||||
the right, by written requisition to the | the right, by written requisition to the | ||||||||
Board or the Secretary of the | Board or the Secretary of the | ||||||||
Company, | to | require | an | Company, | to | require | an | ||
extraordinary general meeting to be | extraordinary general meeting to be | ||||||||
called by the Board for the transaction | called by the Board for the transaction | ||||||||
of any business specified in such | of any business specified in such | ||||||||
requisition; and such meeting shall be | requisition; and such meeting shall be | ||||||||
held within two (2) months after the | held within two (2) months after the | ||||||||
deposit of such requisition. If within | deposit of such requisition. If within | ||||||||
twenty-one (21) days of such deposit | twenty-one (21) days of such deposit | ||||||||
the Board fails to proceed to convene | the Board fails to proceed to convene | ||||||||
such | meeting | the | requisitionist(s) | such meeting,the requisitionist(s) | |||||
himself (themselves) may do so in the | himself (themselves) may do so in the | ||||||||
same manner, and all reasonable | same mannerconvene a physical | ||||||||
expenses | incurred | by | the | meeting at only one location which | |||||
requisitionist(s) as a result of the | will be the Principal Meeting Place, | ||||||||
failure of the Board shall be | and all reasonable expenses incurred | ||||||||
reimbursed to the requisitionist(s) by | by the requisitionist(s) as a result of | ||||||||
the Company. | the failure of the Board shall be | ||||||||
reimbursed to the requisitionist(s) by | |||||||||
the Company. |
- 48 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 59. | Article 59. | |
59. (1) An annual general meeting must | 59. (1) An annual general meeting must | |
be called by Notice of not less | be called by Notice of not less | |
than twenty-one (21) clear days | than twenty-one (21) clear days | |
and not less than twenty (20) | and not less than twenty (20) | |
clear business days. All other | clear business days. All other | |
general meetings (including an | general meetings (including an | |
extraordinary | general meeting) | extraordinary general meeting) |
must be called by Notice of not | must be called by Notice of not | |
less than fourteen (14) clear days | less than fourteen (14) clear days | |
and not less than ten (10) clear | and not less than ten (10) clear | |
business days but if permitted by | business days but if permitted by | |
the rules of the Designated Stock | the rules of the Designated Stock | |
Exchange, a general meeting may | ExchangeListing Rules, a general | |
be called by shorter notice, | meeting may be called by shorter | |
subject to the Law, if it is so | notice, subject to the LawAct, if | |
agreed: | it is so agreed: | |
… | … |
- 49 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||
Article provisions before amendments | Article provisions after amendments | ||||||
(2) The notice shall specify the time | (2) The nNotice shall specify (a) the | ||||||
and place of the meeting and | time and place of the meeting and | ||||||
particulars of resolutions to be | date of the meeting, (b) save for | ||||||
considered at the meeting and, in | an electronic meeting, the place of | ||||||
case of special business, the | the meeting and if there is more | ||||||
general nature of the business. | than one Meeting Location as | ||||||
The notice convening an annual | determined | by | the | Board | |||
general meeting shall specify the | pursuant to Article 64A, the | ||||||
meeting as such. Notice of every | principal place of the meeting | ||||||
general meeting shall be given to | (the ''Principal Meeting Place''), | ||||||
all Members other than to such | (c) if the general meeting is to be a | ||||||
Members as, under the provisions | hybrid meeting or an electronic | ||||||
of these Articles or the terms of | meeting, the Notice shall include | ||||||
issue of the shares they hold, are | a statement to that effect and | ||||||
not entitled to receive such | with details of the electronic | ||||||
notices from the Company, to all | facilities for | attendance | and | ||||
persons entitled to a share in | participation by electronic means | ||||||
consequence of the death or | at the meeting or where such | ||||||
bankruptcy or winding-up of a | details will be made available by | ||||||
Member and to each of the | the Company prior to the | ||||||
Directors and the Auditors. | meeting, and (d)particulars of | ||||||
resolutions to be considered at | |||||||
the meeting and, in case of special | |||||||
business, the general nature of the | |||||||
business. The nNotice convening | |||||||
an annual general meeting shall | |||||||
specify the meeting as such. | |||||||
Notice of every general meeting | |||||||
shall be given to all Members | |||||||
other than to such Members as, | |||||||
under the provisions of these | |||||||
Articles or the terms of issue of | |||||||
the shares they hold, are not | |||||||
entitled to receive such nNotices | |||||||
from the Company, to all persons | |||||||
entitled to a share in consequence | |||||||
of the death or bankruptcy or | |||||||
winding-up of a Member and to | |||||||
each of the Directors and the | |||||||
Auditors. | |||||||
- 50 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||||||||
Article 60. | Article 60. (Amended in Chinese version | ||||||||||||||
only) | |||||||||||||||
60. The accidental omission to give Notice | 60. The accidental omission to give Notice | ||||||||||||||
of a meeting or (in cases where | of a meeting or (in cases where | ||||||||||||||
instruments of proxy are sent out | instruments of proxy are sent out | ||||||||||||||
with the Notice) to send such | with the Notice) to send such | ||||||||||||||
instrument of | proxy | to, | or | the | instrument | of | proxy | to, | or | the | |||||
non-receipt of such Notice or such | non-receipt of such Notice or such | ||||||||||||||
instrument of proxy by, any person | instrument of proxy by, any person | ||||||||||||||
entitled to receive such Notice shall | entitled to receive such Notice shall | ||||||||||||||
not invalidate any resolution passed or | not invalidate any resolution passed or | ||||||||||||||
the proceedings at that meeting. | the proceedings at that meeting. | ||||||||||||||
Article 61. | Article 61. | ||||||||||||||
61. (1) All business shall be deemed | 61. (1) All business shall be deemed | ||||||||||||||
special that is transacted at an | special that is transacted at an | ||||||||||||||
extraordinary general | meeting, | extraordinary | general | meeting, | |||||||||||
and also all business that is | and also all business that is | ||||||||||||||
transacted at an annual general | transacted at an annual general | ||||||||||||||
meeting, with the exception of: | meeting, with the exception of: | ||||||||||||||
… | … | ||||||||||||||
(d) | appointment | of | Auditors | (d) appointment of Auditors | |||||||||||
(where special notice of the | (where special notice of the | ||||||||||||||
intention | for | such | intention | for | such | ||||||||||
appointment is not required | appointment is not required | ||||||||||||||
by the Law) and other | by the | Law | Act) and other | ||||||||||||
officers; | officers; | ||||||||||||||
(e) | the | fixing | of | the | (e) the | fixing | of | the | |||||||
remuneration | of | the | remuneration | of | the | ||||||||||
Auditors, and the voting of | Auditors, and the voting of | ||||||||||||||
remuneration | or | extra | remuneration | or | extra | ||||||||||
remuneration | to | the | remuneration | to | the | ||||||||||
Directors; | Directors; | ||||||||||||||
(f) the granting of any mandate | (f) the granting of any mandate | ||||||||||||||
or authority to the Directors | or authority to the Directors | ||||||||||||||
to offer, allot, grant options | to offer, allot, grant options | ||||||||||||||
over or otherwise dispose of | over or otherwise dispose of | ||||||||||||||
the unissued shares in the | the unissued shares in the | ||||||||||||||
capital | of | the | Company | capital | of | the | Company | ||||||||
representing | not more | than | representing | not | more | ||||||||||
twenty per cent. (20%) in | thantwenty20 per cent. | ||||||||||||||
nominal value of its existing | |||||||||||||||
(20%)in nominal value of | |||||||||||||||
issued share capital; and | its | existing | issued | share | |||||||||||
capital; and | |||||||||||||||
… | … |
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||
Article provisions before amendments | Article provisions after amendments | |||
(2) | No business other than the | (2) | No business other than the | |
appointment of a chairman of a | appointment of a chairman of a | |||
meeting shall be transacted at any | meeting shall be transacted at any | |||
general meeting unless a quorum is | general meeting unless a quorum is | |||
present at the commencement of the | present at the commencement of the | |||
business. Two (2) Members entitled to | business. Two (2) Members entitled to | |||
vote and present in person or by proxy | vote and present in person or by proxy | |||
or (in the case of a Member being a | or (in the case of a Member being a | |||
corporation) by its duly authorised | corporation) by its duly authorised | |||
representative shall form a quorum | representativeshall form a quorum | |||
for all purposes. | for all purposes. | |||
Article 62. | Article 62. | |||
62. | If within thirty (30) minutes (or such | 62. | If within thirty (30) minutes (or such | |
longer time not exceeding one hour as | longer time not exceeding one hour as | |||
the chairman of the meeting may | the chairman of the meeting may | |||
determine to wait) after the time | determine to wait) after the time | |||
appointed for the meeting a quorum | appointed for the meeting a quorum | |||
is not present, the meeting, if convened | is not present, the meeting, if convened | |||
on the requisition of Members, shall | on the requisition of Members, shall | |||
be dissolved. In any other case it shall | be dissolved. In any other case it shall | |||
stand adjourned to the same day in the | stand adjourned to the same day in the | |||
next week at the same time and place | next week at the same time and (where | |||
or to such time and place as the Board | applicable) sameplace(s)or to such | |||
may determine. If at such adjourned | time and place as(where applicable) | |||
meeting a quorum is not present within | such place(s) and in such form and | |||
half an hour from the time appointed | manner referred to in Article 57 as the | |||
for holding the meeting, the meeting | chairman of the meeting (or in default, | |||
shall be dissolved. | the Board)may absolutelydetermine. | |||
If at such adjourned meeting a quorum | ||||
is not present within half an hour from | ||||
the time appointed for holding the | ||||
meeting, the meeting shall be | ||||
dissolved. |
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||
Article 63. | Article 63. | ||||||||
63. The chairman of the Company shall | 63. The chairman of the Company present | ||||||||
preside as chairman at every general | shall preside as chairman at everya | ||||||||
meeting. If at any meeting the | general meeting. If at any meeting | ||||||||
chairman, is not present within | thenochairman,is | not | present within | ||||||
fifteen (15) minutes after the time | fifteen (15) minutes after the time | ||||||||
appointed for holding the meeting, or | appointed for holding the meeting, or | ||||||||
is not willing to act as chairman, the | is | not | willing to act as chairman, the | ||||||
Directors present shall choose one of | Directors present shall choose one of | ||||||||
their number to act, or if one Director | their number to act, or if one Director | ||||||||
only is present he shall preside as | only is present he shall preside as | ||||||||
chairman if willing to act. If no | chairman if willing to act. If no | ||||||||
Director is present, or if each of the | Director is present, or if each of the | ||||||||
Directors present declines to take the | Directors present declines to take the | ||||||||
chair, or if the chairman chosen shall | chair, or if the chairman chosen shall | ||||||||
retire from the chair, the Members | retire from the chair, the Members | ||||||||
present in person or (in the case of a | present in person | or (in the case of a | |||||||
Member being a corporation) by its | Member being a corporation) by its | ||||||||
duly authorised representative or by | duly authorised representativeor by | ||||||||
proxy and entitled to vote shall elect | proxy and entitled to vote shall elect | ||||||||
one of their number to be chairman. | one of their number to be chairman of | ||||||||
the meeting. |
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||
Article provisions before amendments | Article provisions after amendments | |||
Article 64. | Article 64. | |||
64. The chairman may, with the consent of | 64. TheSubject to Article 64C, the | |||
any meeting at which a quorum is | chairman may, with the consent of | |||
present (and shall if so directed by the | any meeting at which a quorum is | |||
meeting), adjourn the meeting from | present (and shall if so directed by the | |||
time to time and/from place to place as | meeting), adjourn the meeting from | |||
the meeting shall determine, but no | time to time (or indefinitely) and/or | |||
business shall be transacted at any | from place to place(s) and/or from one | |||
adjourned meeting other than the | form to another (a physical meeting, a | |||
business which might lawfully have | hybrid meeting or an electronic | |||
been transacted at the meeting had | meeting)as the meeting shall | |||
the adjournment not taken place. | determine, but no business shall be | |||
When a meeting is adjourned for | transacted at any adjourned meeting | |||
fourteen (14) days or more, at least | other than the business which might | |||
seven (7) clear days' notice of the | lawfully have been transacted at the | |||
adjourned meeting shall be given | meeting had the adjournment not | |||
specifying the time and place of the | taken place. When a meeting is | |||
adjourned meeting but it shall not be | adjourned for fourteen (14) days or | |||
necessary to specify in such notice the | more, at least seven (7) clear days' | |||
nature of the business to be transacted | nNotice of the adjourned meeting shall | |||
at the adjourned meeting and the | be given specifying the time and place | |||
general nature of the business to be | of the adjourned meetingdetails set out | |||
transacted. Save as aforesaid, it shall | in Article 59(2)but it shall not be | |||
be unnecessary to give notice of an | necessary to specify in such NNotice | |||
adjournment. | the nature of the business to be | |||
transacted at the adjourned meeting | ||||
and the general nature of the business | ||||
to be transacted. Save as aforesaid, it | ||||
shall be unnecessary to give Nnotice of | ||||
an adjournment. |
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 64A. (Newly added) |
64A (1) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (''Meeting Location(s)'') determined by the Board at its absolute discretion. Any Member or any proxy attending and participating in such way or any Member or
proxy attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.
(2) All general meetings are subject to the following and, where appropriate, all references to a ''Member'' or ''Members'' in this sub-paragraph (2) shall include a proxy or proxies respectively:
(a) where a Member is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments |
(b) Members present in person or by proxy at a Meeting Location and/or Members attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly
constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that Members at all Meeting Locations and Members
participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments |
(c) where Members attend a meeting by being present at one of the Meeting Locations and/or where Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more Members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments |
(d) if any of the Meeting Locations is not in the same jurisdiction as the Principal Meeting Place and/or in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of Notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place; and in the case of an electronic meeting, the time for lodging proxies shall be as stated in the Notice for the meeting.
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 64B. (Newly added) |
64B. The Board and, at any general meeting, the chairman of the meeting may from time to time make
arrangements for managing attendance and/or participation and/ or voting at the Principal Meeting Place, any Meeting Location(s) and/ or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its
absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Member who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 64C. (Newly added) | ||
64C.If it appears to the chairman of the | ||
general meeting that: |
(a) the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be
attended have become inadequate for the purposes referred to in Article 64A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the Notice of the meeting; or
(b) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or
(c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or
(d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting; or
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments |
(e) in his/her absolute discretion, it is
inappropriate, impracticable, unreasonable or undesirable for any reason to allow the meeting to be conducted;
then, without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 64D. (Newly added) |
64D.The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a
meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Members shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 64E. (Newly added) |
64E. If, after the sending of Notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is
inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Members. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every Notice calling a general meeting the
circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments |
(a) when a meeting is so postponed, the Company shall endeavour to post a Notice of such postponement on the Company's website as soon as practicable (provided that failure to post such a Notice shall not affect the automatic postponement of a meeting);
(b) when only the form of the meeting or electronic facilities specified in the Notice are changed, the Board shall notify the Members of details of such change in such manner as the Board may determine;
(c) when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice to Article 64, unless already specified in the original Notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the Members of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Articles not less than 48 hours before the time of the postponed meeting;
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments |
(d) Notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original Notice of general meeting circulated to the Members; and
(e) for the avoidance of doubt, the original Notice of the meeting shall remain valid and the Company will not be required to issue a new Notice of the meeting or be subject to the Notice period set out in Article 59 in relation to the postponed meeting.
Article 64F. (Newly added)
64F All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 64C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 64G. (Newly added) |
64G Without prejudice to other provisions in Article 64, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||||||||||||
Article provisions before amendments | Article provisions after amendments | |||||||||||||||
Article 66. | Article 66. | |||||||||||||||
66. (1) Subject | to any special rights | or | 66. (1) Subject | to any | special rights | or | ||||||||||
restrictions as to voting for the | restrictions as to voting for the | |||||||||||||||
time being attached to any shares | time being attached to any shares | |||||||||||||||
by or in accordance with these | by or in accordance with these | |||||||||||||||
Articles, at any general meeting | Articles, at any general meeting | |||||||||||||||
on a poll every Member present | on a poll every Member present | |||||||||||||||
in person or by proxy or, in the | in person or by proxy or, in the | |||||||||||||||
case of a Member being a | case of a Member being a | |||||||||||||||
corporation, | by | its | duly | corporation, | by | its | duly | |||||||||
authorised | representative | shall | authorised | representative | shall | |||||||||||
have one vote for every fully | have one vote for every fully | |||||||||||||||
paid share of which he is the | paid share of which he is the | |||||||||||||||
holder but so that no amount | holder but so that no amount | |||||||||||||||
paid up or credited as paid up on | paid up or credited as paid up on | |||||||||||||||
a share in advance of calls or | a share in advance of calls or | |||||||||||||||
instalments is treated for the | instalments is treated for the | |||||||||||||||
foregoing purposes as paid up | foregoing purposes as paid up | |||||||||||||||
on the share. A resolution put to | on the share. A resolution put to | |||||||||||||||
the vote of a meeting shall be | the vote of a meeting shall be | |||||||||||||||
decided by way of a poll save that | decided by way of a poll save that | |||||||||||||||
the chairman of the meeting may | in the case of a physical meeting, | |||||||||||||||
in good faith, allow a resolution | the chairman of the meeting may | |||||||||||||||
which relates purely to a | in good faith, allow a resolution | |||||||||||||||
procedural | or | administrative | which relates purely to a | |||||||||||||
matter to be voted on by a show | procedural | or | administrative | |||||||||||||
of hands in which case every | matter to be voted on by a show | |||||||||||||||
Member present in person (or | of hands in which case every | |||||||||||||||
being a corporation, is present | Member present in person | (or | ||||||||||||||
by | a | duly | authorized | being a corporation, is present | ||||||||||||
representative), or | by proxy(ies) | by | a | duly | authorized | |||||||||||
shall have one vote provided that | representative), | or | by proxy(ies) | |||||||||||||
where more than one proxy is | shall have one vote provided that | |||||||||||||||
appointed by a Member which is | where more than one proxy is | |||||||||||||||
a clearing house (or its | appointed by a Member which is | |||||||||||||||
nominee(s)), | each | such | proxy | a clearing house (or its | ||||||||||||
shall have one vote on a show of | nominee(s)), | each | such | proxy | ||||||||||||
hands. For purposes of this | shall have one vote on a show of | |||||||||||||||
Article, | procedural | and | hands. For purposes of this | |||||||||||||
administrative matters are | those | Article, | procedural | and | ||||||||||||
that (i) are not on the agenda of | administrative | matters are | those | |||||||||||||
the general meeting or in any | that (i) are not on the agenda of | |||||||||||||||
supplementary circular that may | the general meeting or in any | |||||||||||||||
be issued by the Company to its | supplementary circular that may | |||||||||||||||
Members; and (ii) relate to the | be issued by the Company to its | |||||||||||||||
chairman's duties to maintain the | Members; and (ii) relate to the | |||||||||||||||
orderly conduct of the meeting | chairman's duties to maintain the | |||||||||||||||
and/or allow the business of the | orderly conduct of the meeting | |||||||||||||||
meeting to be properly and | and/or allow the business of the | |||||||||||||||
effectively | dealt | with, | whilst | meeting to be properly and | ||||||||||||
allowing | all | Members | a | effectively | dealt | with, | whilst | |||||||||
reasonable | opportunity | to | allowing | all | Members | a | ||||||||||
express their views. | reasonable | opportunity | to | |||||||||||||
express | their | views. | Votes | |||||||||||||
(whether on a show of | hands or | |||||||||||||||
by way of poll) may be cast by | ||||||||||||||||
such | means, | electronic | or | |||||||||||||
otherwise, as the Directors or | ||||||||||||||||
the chairman of the meeting may | ||||||||||||||||
determine. |
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||
(2) Where a show of hands | is allowed, | (2) WhereIn the case of a physical meeting | |||||||
before or on the declaration of the | wherea show of hands is allowed, | ||||||||
result of the show of hands, a poll may | before or on the declaration of the | ||||||||
be demanded: | result of the show of hands, a poll may | ||||||||
be demanded: | |||||||||
(a) | by at least three Members present | (a) | by at least threetwoMembers | ||||||
in person or in the case of a | present in person | or in the case | |||||||
Member being a corporation by | of a Member being a corporation | ||||||||
its duly authorised representative | by | its | duly | authorised | |||||
or by proxy for the time being | representativeor by proxy for | ||||||||
entitled to vote at the meeting; or | the time being entitled to vote at | ||||||||
the meeting; or | |||||||||
(b) | by a Member or Members present | (b) | by a Member or Members present | ||||||
in person or in the case of a | in person | or in the case of a | |||||||
Member being a corporation by | Member being a corporation by | ||||||||
its duly authorised representative | its duly authorised representative | ||||||||
or by proxy and representing not | or by proxy and representing not | ||||||||
less than one- tenth of the total | less than one-tenth of the total | ||||||||
voting rights of all Members | voting rights of all Members | ||||||||
having the right to vote at the | having the right to vote at the | ||||||||
meeting; or | meeting; or | ||||||||
(c) | by a Member or Members present | (c) | by a Member or Members present | ||||||
in person or in the case of a | in person | or in the case of a | |||||||
Member being a corporation by | Member being a corporation by | ||||||||
its duly authorised representative | its duly authorised representative | ||||||||
or by proxy and holding shares in | or by proxy and holding shares in | ||||||||
the Company conferring a right | the Company conferring a right | ||||||||
to vote at the meeting being | to vote at the meeting being | ||||||||
shares on which an aggregate | shares on which an aggregate | ||||||||
sum has been paid up equal to | sum has been paid up equal to | ||||||||
not less than one-tenth of the | not less than one-tenth of the | ||||||||
total sum paid up on all shares | total sum paid up on all shares | ||||||||
conferring that right. | conferring that right. | ||||||||
A demand by a person as proxy for a | A demand by a person as proxy for a | ||||||||
Member or in the case of a Member being a | Member or in the case of a Member being a | ||||||||
corporation by its duly authorised | corporation by its duly authorised | ||||||||
representative shall be deemed to be the | representative | shall be deemed to be the | |||||||
same as a demand by the Member. | same as a demand by the Member. |
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APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||
Article provisions before amendments | Article provisions after amendments | |||
Article 67. | Article 67. | |||
67. | Where a resolution is voted on by a | 67. | Where a resolution is voted on by a | |
show of hands, a declaration by the | show of hands, a declaration by the | |||
chairman that a resolution has been | chairman that a resolution has been | |||
carried, or carried unanimously, or by | carried, or carried unanimously, or by | |||
a particular majority, or not carried by | a particular majority, or not carried by | |||
a particular majority, or lost, and an | a particular majority, or lost, and an | |||
entry to that effect made in the minute | entry to that effect made in the minute | |||
book of the Company, shall be | book of the Company, shall be | |||
conclusive evidence of the facts | conclusive evidence of the facts | |||
without proof of the number or | without proof of the number or | |||
proportion of the votes recorded for | proportion of the votes recorded for | |||
or against the resolution. The result of | or against the resolution. The result of | |||
the poll shall be deemed to be the | the poll shall be deemed to be the | |||
resolution of the meeting. The | resolution of the meeting. The | |||
Company shall only be required to | Company shall only be required to | |||
disclose the voting figures on a poll if | disclose the voting figures on a poll if | |||
such disclosure is required by the rules | such disclosure is required by the rules | |||
of the Designated Stock Exchange. | of the Designated Stock Exchange. | |||
Listing Rules. | ||||
Article 70. | Article 70. (Amended in English version | |||
only) | ||||
70. | All questions submitted to a meeting | 70. | All questions submitted to a meeting | |
shall be decided by a simple majority | shall be decided by a simple majority | |||
of votes except where a greater | of votes except where a greater | |||
majority is required by these Articles | majority is required by these Articles | |||
or by the Law. In the case of an | or by the LawAct. In the case of an | |||
equality of votes, the chairman of such | equality of votes, the chairman of such | |||
meeting shall be entitled to a second or | meeting shall be entitled to a second or | |||
casting vote in addition to any other | casting vote in addition to any other | |||
vote he may have. | vote he may have. |
- 69 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||||||
Article provisions before amendments | Article provisions after amendments | |||||||||
Article 72. | Article 72. | |||||||||
72. (1) A Member who is a patient for | 72. (1) A Member who is a patient for | |||||||||
any purpose relating to mental | any purpose relating to mental | |||||||||
health or in respect of whom an | health or in respect of whom an | |||||||||
order has been made by any court | order has been made by any court | |||||||||
having | jurisdiction | for | the | having | jurisdiction | for | the | |||
protection or management of the | protection or management of the | |||||||||
affairs of persons incapable of | affairs of persons incapable of | |||||||||
managing their own affairs may | managing their own affairs may | |||||||||
vote, by his receiver, committee, | vote, whether on a show of hands | |||||||||
curator bonis or other person in | or on a poll, by his receiver, | |||||||||
the nature of a receiver, | committee, | curator | bonis | or | ||||||
committee | or curator | bonis | other person in the nature of a | |||||||
appointed by such court, and | receiver, | committee | or | curator | ||||||
such receiver, committee, curator | bonis appointed by such court, | |||||||||
bonis or other person may vote by | and such receiver, | committee, | ||||||||
proxy, and may otherwise act and | curator bonis or other person | |||||||||
be treated as if he were the | may vote by proxy, and may | |||||||||
registered holder of such shares | otherwise act and be treated as | |||||||||
for the purposes of general | if he were the registered holder of | |||||||||
meetings, | provided | that | such | such shares for the purposes of | ||||||
evidence as the Board may | general | meetings, provided | that | |||||||
require of the authority of the | such evidence as the Board may | |||||||||
person claiming to vote shall have | require of the authority of the | |||||||||
been deposited at the Office, head | person claiming to vote shall have | |||||||||
office or Registration Office, as | been deposited at the Office, head | |||||||||
appropriate, | not | less | than | office or Registration Office, as | ||||||
forty-eight (48) hours before the | appropriate, | not | less | than | ||||||
time appointed for holding the | forty-eight (48) hours before the | |||||||||
meeting, or adjourned meeting, as | time appointed for holding the | |||||||||
the case may be. | meeting, | or | adjourned | meeting, | ||||||
or postponed meeting,as the case | ||||||||||
may be. |
- 70 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||
Article provisions before amendments | Article provisions after amendments | ||||
(2) Any person entitled under Article | (2) Any person entitled under Article | ||||
53 to be registered as the holder | 53 to be registered as the holder | ||||
of any shares may vote at any | of any shares may vote at any | ||||
general meeting in respect thereof | general meeting in respect thereof | ||||
in the same manner as if he were | in the same manner as if he were | ||||
the registered holder of such | the registered holder of such | ||||
shares, provided that forty-eight | shares, provided that forty-eight | ||||
(48) hours at least before the time | (48) hours at least before the time | ||||
of the holding of the meeting or | of the holding of the meeting or | ||||
adjourned meeting, as the case | adjourned meeting or postponed | ||||
may be, at which he proposes to | meeting, as the case may be, at | ||||
vote, he shall satisfy the Board of | which he proposes to vote, he | ||||
his entitlement to such shares, or | shall satisfy the Board of his | ||||
the Board shall have previously | entitlement to such shares, or | ||||
admitted his right to vote at such | the Board shall have previously | ||||
meeting in respect thereof. | admitted his right to vote at such | ||||
meeting in respect thereof. | |||||
Article 73. | Article 73. | ||||
… | … | ||||
(2) Where the Company has | knowledge | (2) Where the Company has knowledge | |||
that any Member is, under the rules of | that any Member is, under the rules of | ||||
the Designated | Stock | Exchange, | the Designated Stock ExchangeListing | ||
required to abstain from voting on | Rules, required to abstain from voting | ||||
any particular resolution of the | on any particular resolution of the | ||||
Company or restricted to voting only | Company or restricted to voting only | ||||
for or only against any particular | for or only against any particular | ||||
resolution of the Company, any votes | resolution of the Company, any votes | ||||
cast by or on behalf of such Member in | cast by or on behalf of such Member in | ||||
contravention of such requirement or | contravention of such requirement or | ||||
restriction shall not be counted. | restriction shall not be counted. |
- 71 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||
Article provisions before amendments | Article provisions after amendments | |||
Article 74. | Article 74. | |||
74. If: | 74. If: | |||
(a) any objection shall | be raised to | (a) any objection shall be raised to | ||
the qualification of any voter; or | the qualification of any voter; or | |||
(b) any votes have been counted | (b) any votes have been counted | |||
which ought not to have been | which ought not to have been | |||
counted or which might have | counted or which might have | |||
been rejected; or | been rejected; or | |||
(c) any votes are not counted which | (c) any votes are not counted which | |||
ought to have been counted; | ought to have been counted; | |||
the objection or error shall not vitiate | the objection or error shall not vitiate | |||
the decision of the meeting or adjourned | the decision of the meeting or adjourned | |||
meeting on any resolution unless the same | meeting or postponedmeeting on any | |||
is raised or pointed out at the meeting or, as | resolution unless the same is raised or | |||
the case may be, the adjourned meeting at | pointed out at the meeting or, as the case | |||
which the vote objected to is given or | may be, the adjourned meeting or | |||
tendered or at which the error occurs. | postponed meeting at which the vote | |||
Any objection or error shall be referred to | objected to is given or tendered or at | |||
the chairman of the meeting and shall only | which the error occurs. Any objection or | |||
vitiate the decision of the meeting on any | error shall be referred to the chairman of | |||
resolution if the chairman decides that the | the meeting and shall only vitiate the | |||
same may have affected the decision of the | decision of the meeting on any resolution | |||
meeting. The decision of the chairman on | if the chairman decides that the same may | |||
such matters shall be final and conclusive. | have affected the decision of the meeting. | |||
The decision of the chairman on such | ||||
matters shall be final and conclusive. |
- 72 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||||||||
Article provisions before amendments | Article provisions after amendments | |||||||||||
Article 77. | Article 77. | |||||||||||
77. The instrument appointing a proxy | 77. (1) The Company may, at its | |||||||||||
and (if required by the Board) the | absolute | discretion, | provide | an | ||||||||
power of attorney or other authority | electronic address for the receipt | |||||||||||
(if any) under which it is signed, or a | of any document or information | |||||||||||
certified copy of such power or | relating to proxies for a general | |||||||||||
authority, shall be delivered to such | meeting | (including | any | |||||||||
place or one of such places (if any) as | instrument | of | proxy | or | ||||||||
may be specified for that purpose in or | invitation to appoint a proxy, | |||||||||||
by way of note to or in any document | any document necessary to show | |||||||||||
accompanying | the notice convening | the validity of, or otherwise | ||||||||||
the meeting (or, if no place is so | relating to, an appointment of | |||||||||||
specified at the Registration Office or | proxy (whether or not required | |||||||||||
the Office, as may be appropriate) not | under these Articles) and notice | |||||||||||
less than forty-eight (48) hours before | of termination of the authority of | |||||||||||
the time appointed for holding the | a proxy). If such an electronic | |||||||||||
meeting or adjourned meeting at which | address is provided, the Company | |||||||||||
the person named in the instrument | shall be deemed to have agreed | |||||||||||
proposes to vote. No instrument | that any such document or | |||||||||||
appointing a proxy shall be valid | information | (relating to | proxies | |||||||||
after the expiration of twelve (12) | as aforesaid) may be sent by | |||||||||||
months from the date named in it as | electronic means to that address, | |||||||||||
the date of its execution, except at an | subject as hereafter provided and | |||||||||||
adjourned meeting in cases where the | subject to any other limitations | |||||||||||
meeting was originally held within | or conditions specified by the | |||||||||||
twelve (12) months from such date. | Company | when | providing | the | ||||||||
Delivery of an instrument appointing a | address. Without | limitation, | the | |||||||||
proxy shall not preclude a Member | Company may from time to time | |||||||||||
from attending and voting in person at | determine | that | any | such | ||||||||
the meeting convened and in such | electronic address may be used | |||||||||||
event, the instrument appointing a | generally for such matters or | |||||||||||
proxy shall be deemed to be revoked. | specifically | for | particular | |||||||||
meetings or purposes and, if so, | ||||||||||||
the | Company | may | provide | |||||||||
different electronic addresses for | ||||||||||||
different purposes. The Company | ||||||||||||
may also impose any conditions | ||||||||||||
on the transmission of and its | ||||||||||||
receipt | of | such | electronic | |||||||||
communications | including, | for | ||||||||||
the | avoidance | of | doubt, | |||||||||
imposing | any | security | or | |||||||||
encryption arrangements as may | ||||||||||||
be specified by the Company. If | ||||||||||||
any | document or | information | ||||||||||
required to be sent to the | ||||||||||||
Company under this Article is | ||||||||||||
sent to the Company by | ||||||||||||
electronic means, such document | ||||||||||||
or information is not treated as | ||||||||||||
validly delivered to or deposited | ||||||||||||
with the Company if the same is | ||||||||||||
not received by the Company at | ||||||||||||
its | designated electronic | address | ||||||||||
provided in accordance with this | ||||||||||||
Article or if no electronic address | ||||||||||||
is so designated by the Company | ||||||||||||
for the receipt of such document | ||||||||||||
or information. |
- 73 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments |
(2)The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the nNotice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate), or if the Company has provided an electronic address in accordance with the preceding paragraph, shall be received at the electronic address specified,not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting or postponed meetingat which the person named in the instrument proposes to vote. All proxy forms shall be valid (unless revoked or replaced by a new proxy form) if they are received not less than 48 hours before the time appointed for holding the meeting or adjourned meeting or
postponed meeting. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or postponed meetingin cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in personat the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
- 74 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||
Article provisions before amendments | Article provisions after amendments | ||||||
Article 78. | Article 78. | ||||||
78. Instruments of proxy shall be in any | 78. Instruments of proxy shall be in any | ||||||
common form or in such other form as | common form or in such other form as | ||||||
the Board may approve (provided that | the Board may approve (provided that | ||||||
this shall not preclude the use of the | this shall not preclude the use of the | ||||||
two-way form) and the Board may, if | two-way form) and the Board may, if | ||||||
it thinks fit, send out with the notice of | it thinks fit, send out with the nNotice | ||||||
any meeting forms of instrument of | of any meeting forms of instrument of | ||||||
proxy for use at the meeting. The | proxy for use at the meeting. The | ||||||
instrument of proxy shall be deemed | instrument of proxy shall be deemed | ||||||
to confer authority to vote on any | to confer authority to vote on any | ||||||
amendment of a resolution put to the | amendment of a resolution put to the | ||||||
meeting for which it is given as the | meeting for which it is given as the | ||||||
proxy thinks fit. The instrument of | proxy thinks fit. The instrument of | ||||||
proxy shall, unless the contrary is | proxy shall, unless the contrary is | ||||||
stated therein, be valid as well for | stated therein, be valid as well for | ||||||
any adjournment of the meeting as for | any adjournment or postponementof | ||||||
the meeting to which it relates. | the meeting as for the meeting to | ||||||
which it relates. The Board may | |||||||
decide, either generally or in any | |||||||
particular case, to treat a proxy | |||||||
appointment as valid notwithstanding | |||||||
that the appointment or any of the | |||||||
information | required | under | these | ||||
Articles has not been received in | |||||||
accordance with the requirements of | |||||||
these Articles. Subject to aforesaid, if | |||||||
the proxy appointment and any of the | |||||||
information | required | under | these | ||||
Articles is not received in the manner | |||||||
set out in these Articles, the appointee | |||||||
shall not be entitled to vote in respect | |||||||
of the shares in question. |
- 75 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||
Article provisions before amendments | Article provisions after amendments | ||||||
Article 79. | Article 79. | ||||||
79. A vote | given | in accordance with | the | 79. A vote given in accordance with the | |||
terms of an instrument of proxy shall | terms of an instrument of proxy shall | ||||||
be valid notwithstanding the previous | be valid notwithstanding the previous | ||||||
death or insanity of the principal, or | death or insanity of the principal, or | ||||||
revocation of the instrument of proxy | revocation of the instrument of proxy | ||||||
or of the authority under which it was | or of the authority under which it was | ||||||
executed, provided that no intimation | executed, provided that no intimation | ||||||
in writing of such death, insanity or | in writing of such death, insanity or | ||||||
revocation shall have been received by | revocation shall have been received by | ||||||
the Company at the Office or the | the Company at the Office or the | ||||||
Registration Office (or such other | Registration Office (or such other | ||||||
place as may be specified for the | place as may be specified for the | ||||||
delivery of instruments of proxy in | delivery of instruments of proxy in | ||||||
the notice convening the meeting or | the nNotice convening the meeting or | ||||||
other document sent therewith) two (2) | other document sent therewith) two | ||||||
hours | at | least | before | the | (2) hours at least before the | ||
commencement of the meeting or | commencement of the meeting or | ||||||
adjourned meeting, at which the | adjourned meeting or postponed | ||||||
instrument of proxy is used. | meeting, at which the instrument of | ||||||
proxy is used. |
- 76 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 82. | Article 82. | |
82. A resolution in writing signed (in such | 82. A resolution in writing signed (in such | |
manner as to indicate, expressly or | manner as to indicate, expressly or | |
impliedly, unconditional approval) by | impliedly, unconditional approval) by | |
or on behalf of all persons for the time | or on behalf of all persons for the time | |
being entitled to receive notice of and | being entitled to receive nNotice of | |
to attend and vote at general meetings | and to attend and vote at general | |
of the Company shall, for the purposes | meetings of the Company shall, for | |
of these Articles, be treated as a | the purposes of these Articles, be | |
resolution duly passed at a general | treated as a resolution duly passed at | |
meeting of the Company and, where | a general meeting of the Company | |
relevant, as a special resolution so | and, where relevant, as a special | |
passed. Any such resolution shall be | resolution so passed. Any such | |
deemed to have been passed at a | resolution shall be deemed to have | |
meeting held on the date on which it | been passed at a meeting held on the | |
was signed by the last Member to sign, | date on which it was signed by the last | |
and where the resolution states a date | Member to sign, and where the | |
as being the date of his signature | resolution states a date as being the | |
thereof by any Member the statement | date of his signature thereof by any | |
shall be prima facie evidence that it | Member the statement shall be prima | |
was signed by him on that date. Such a | facie evidence that it was signed by | |
resolution may consist of several | him on that date. Such a resolution | |
documents in the like form, each | may consist of several documents in | |
signed by one or more relevant | the like form, each signed by one or | |
Members. | more relevant Members. |
- 77 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||||||||||
Article provisions before amendments | Article provisions after amendments | |||||||||||||
Article 83. | Article 83. | |||||||||||||
83. (1) | Unless | otherwise | determined by | 83. (1) | Unless | otherwise | determined | by | ||||||
the Company in general meeting, | the Company in general meeting, | |||||||||||||
the number of Directors shall not | the number of Directors shall not | |||||||||||||
be less than two (2). There shall | be less than two (2). There shall | |||||||||||||
be no maximum number of | be no maximum number of | |||||||||||||
Directors | unless | otherwise | Directors | unless | otherwise | |||||||||
determined from time to time by | determined from time to time by | |||||||||||||
the Members in general meeting. | the Members in general meeting. | |||||||||||||
The Directors shall be elected or | The Directors shall be elected or | |||||||||||||
appointed in the first place by the | appointed in the first place by the | |||||||||||||
subscribers to the Memorandum | subscribers to the Memorandum | |||||||||||||
of Association or by a majority of | of Associationor by a majority of | |||||||||||||
them | and | thereafter | in | them | and | thereafter | in | |||||||
accordance with Article 84 called | accordance | with | Article | 84 | ||||||||||
for such purpose and who shall | called for such purpose and who | |||||||||||||
hold office for such term as the | shall hold office for such term as | |||||||||||||
Members may determine or, in | the Members may determine or, | |||||||||||||
the | absence | of | such | in the absence of such | ||||||||||
determination, | in | accordance | determination, | in | accordance | |||||||||
with Article 84 or until their | with Article 84 or until their | |||||||||||||
successors | are | elected | or | successors | are | elected | or | |||||||
appointed or their office is | appointed or their office is | |||||||||||||
otherwise vacated. | otherwise vacated. | |||||||||||||
(2) | Subject | to | the Articles and | the | (2) | Subject | to | the Articles and | the | |||||
Law, the Company may by | LawAct, the Company may by | |||||||||||||
ordinary | resolution | elect | any | ordinary | resolution | elect | any | |||||||
person to be a Director either to | person to be a Director either to | |||||||||||||
fill a casual vacancy on the | fill a casual vacancy on the | |||||||||||||
Board, or as an addition to the | Board, or as an addition to the | |||||||||||||
existing Board. | existing Board. |
- 78 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||
Article provisions before amendments | Article provisions after amendments | |||
(3) The Directors shall have the | (3) The Directors shall have the | |||
power from time to time and at | power from time to time and at | |||
any time to appoint any person as | any time to appoint any person as | |||
a Director either to fill a casual | a Director either to fill a casual | |||
vacancy on the Board or as an | vacancy on the Board or as an | |||
addition to the existing Board. | addition to the existing Board. | |||
Any Director appointed by the | Any Director appointed by the | |||
Board to fill a casual vacancy | Board to fill a casual vacancy | |||
shall hold office until the first | shall hold office until the first | |||
general meeting of Members after | general meeting of Members after | |||
his appointment and be subject to | his appointment and be subject to | |||
re-election at such meeting and | re-election at such meeting and | |||
any Director appointed by the | any Director appointed by the | |||
Board as an addition to the | Board as an addition to the | |||
existing Board shall hold office | existing Board shall hold office | |||
only until the next following | only until the next following | |||
annual general meeting of the | annual general meeting of the | |||
Company and shall then be | Company and shall then be | |||
eligible for re-election. | eligible for re-election. | |||
(4) Neither a Director nor an | (4) Neither a Director nor an | |||
alternate | Director shall be | alternate | Director | shall be |
required to hold any shares of | required to hold any shares of | |||
the Company by way of | the Company by way of | |||
qualification and a Director or | qualification and a Director or | |||
alternate Director (as the case | alternate Director (as the case | |||
may be) who is not a Member | may be) who is not a Member | |||
shall be entitled to receive notice | shall be | entitled | to receive | |
of and to attend and speak at any | nNotice of and to attend and | |||
general meeting of the Company | speak at any general meeting of | |||
and of all classes of shares of the | the Company and of all classes of | |||
Company. | shares of the Company. | |||
… | … | |||
- 79 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||
(6) A vacancy on the Board created | (6) A vacancy on the Board created | ||||||||
by the removal of a Director | by the removal of a Director | ||||||||
under | the | provisions | of | under | the | provisions | of | ||
subparagraph (5) above may be | subparagraph (5) above may be | ||||||||
filled by the election or | filled by the election or | ||||||||
appointment | by | ordinary | appointment | by | ordinary | ||||
resolution the Members at the | resolution ofthe Members at the | ||||||||
meeting at which such Director | meeting at which such Director is | ||||||||
is removed. | removed. | ||||||||
… | … | ||||||||
Article 85. | Article 85. (Amended in Chinese version | ||||||||
only) | |||||||||
85. No person other than a Director | 85. No person other than a Director | ||||||||
retiring at the meeting shall, unless | retiring at the meeting shall, unless | ||||||||
recommended by the Directors for | recommended by the Directors for | ||||||||
election, be eligible for election as a | election, be eligible for election as a | ||||||||
Director at any general meeting unless | Director at any general meeting unless | ||||||||
a Notice signed by a Member (other | a Notice signed by a Member (other | ||||||||
than the person to be proposed) duly | than the person to be proposed) duly | ||||||||
qualified to attend and vote at the | qualified to attend and vote at the | ||||||||
meeting for which such notice is given | meeting for which such notice is given | ||||||||
of his intention to propose such person | of his intention to propose such person | ||||||||
for election and also a Notice signed | for election and also a Notice signed | ||||||||
by the person to be proposed of his | by the person to be proposed of his | ||||||||
willingness to be elected shall have | willingness to be elected shall have | ||||||||
been lodged at the head office or at the | been lodged at the head office or at the | ||||||||
Registration Office provided that the | Registration Office provided that the | ||||||||
minimum length of the period, during | minimum length of the period, during | ||||||||
which such Notice(s) are given, shall | which such Notice(s) are given, shall | ||||||||
be at least seven (7) days and that (if | be at least seven (7) days and that (if | ||||||||
the Notices are submitted after the | the Notices are submitted after the | ||||||||
despatch of the notice of the general | despatch of the notice of the general | ||||||||
meeting appointed for such election) | meeting appointed for such election) | ||||||||
the period for lodgment of such | the period for lodgment of such | ||||||||
Notice(s) shall commence on the day | Notice(s) shall commence on the day | ||||||||
after the despatch of the notice of the | after the despatch of the notice of the | ||||||||
general meeting appointed for such | general meeting appointed for such | ||||||||
election and end no later than seven | election and end no later than seven | ||||||||
(7) days prior to the date of such | (7) days prior to the date of such | ||||||||
general meeting. | general meeting. |
- 80 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 89. | Article 89. (Amended in Chinese version | |
only) | ||
89. Any Director may at any time by | 89. Any Director may at any time by | |
Notice delivered to the Office or head | Notice delivered to the Office or head | |
office or at a meeting of the Directors | office or at a meeting of the Directors | |
appoint any person (including another | appoint any person (including another | |
Director) to be his alternate Director. | Director) to be his alternate Director. | |
Any person so appointed shall have all | Any person so appointed shall have all | |
the rights and powers of the Director | the rights and powers of the Director | |
or Directors for whom such person is | or Directors for whom such person is | |
appointed in the alternative provided | appointed in the alternative provided | |
that such person shall not be counted | that such person shall not be counted | |
more than once in determining | more than once in determining | |
whether or not a quorum is present. | whether or not a quorum is present. | |
An alternate Director may be removed | An alternate Director may be removed | |
at any time by the body which | at any time by the body which | |
appointed him and, subject thereto, | appointed him and, subject thereto, | |
the office of alternate Director shall | the office of alternate Director shall | |
continue until the happening of any | continue until the happening of any | |
event which, if he were a Director, | event which, if he were a Director, | |
would cause him to vacate such office | would cause him to vacate such office | |
or if his appointer ceases for any | or if his appointer ceases for any | |
reason to be a Director. Any | reason to be a Director. Any | |
appointment or removal of an | appointment or removal of an | |
alternate Director shall be effected by | alternate Director shall be effected by | |
Notice signed by the appointor and | Notice signed by the appointor and | |
delivered to the Office or head office | delivered to the Office or head office | |
or tendered at a meeting of the Board. | or tendered at a meeting of the Board. | |
An alternate Director may also be a | An alternate Director may also be a | |
Director in his own right and may act | Director in his own right and may act | |
as alternate to more than one Director. | as alternate to more than one | |
An alternate Director shall, if his | Director. An alternate Director shall, | |
appointor so requests, be entitled to | if his appointor so requests, be entitled | |
receive notices of meetings of the | to receive notices of meetings of the | |
Board or of committees of the Board | Board or of committees of the Board | |
to the same extent as, but in lieu of, | to the same extent as, but in lieu of, | |
the Director appointing him and shall | the Director appointing him and shall | |
be entitled to such extent to attend and | be entitled to such extent to attend and | |
vote as a Director at any such meeting | vote as a Director at any such meeting | |
at which the Director appointing him | at which the Director appointing him | |
is not personally present and generally | is not personally present and generally | |
at such meeting to exercise and | at such meeting to exercise and | |
discharge all the functions, powers | discharge all the functions, powers | |
and duties of his appointor as a | and duties of his appointor as a | |
Director and for the purposes of the | Director and for the purposes of the | |
proceedings at such meeting the | proceedings at such meeting the | |
provisions of these Articles shall | provisions of these Articles shall | |
apply as if he were a Director save | apply as if he were a Director save | |
that as an alternate for more than one | that as an alternate for more than one | |
Director his voting rights shall be | Director his voting rights shall be | |
cumulative. | cumulative. |
- 81 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||
Article provisions before amendments | Article provisions after amendments | ||||
Article 90. | Article 90. | ||||
90. An alternate Director shall only be a | 90. An alternate Director shall only be a | ||||
Director for the purposes of the Law | Director for the purposes of | the | |||
and shall only be subject to the | LawActand shall only be subject to | ||||
provisions of the Law insofar as they | the provisions of the LawActinsofar | ||||
relate to the duties and obligations of a | as they relate to the duties and | ||||
Director when | performing the | obligations of a Director when | |||
functions of the Director for whom | performing the functions of the | ||||
he is appointed in the alternative and | Director for whom he is appointed in | ||||
shall alone be responsible to the | the alternative and shall alone be | ||||
Company for his acts and defaults | responsible to the Company for his | ||||
and shall not be deemed to be the | acts and defaults and shall not be | ||||
agent of or for the Director appointing | deemed to be the agent of or for the | ||||
him. An alternate Director shall be | Director appointing him. An alternate | ||||
entitled to contract and be interested | Director shall be entitled to contract | ||||
in and benefit from contracts or | and be interested in and benefit from | ||||
arrangements or transactions and to | contracts | or | arrangements | or | |
be repaid expenses and to be | transactions and to be repaid | ||||
indemnified by the Company to the | expenses and to be indemnified by | ||||
same extent mutatis mutandis as if he | the Company to the same extent | ||||
were a Director but he shall not be | mutatis mutandis as if he were a | ||||
entitled to receive from the Company | Director but he shall not be entitled | ||||
any fee in his capacity as an alternate | to receive from the Company any fee | ||||
Director except only such part, if any, | in his capacity as an alternate Director | ||||
of the remuneration otherwise payable | except only such part, if any, of the | ||||
to his appointor as such appointor | remuneration otherwise payable to his | ||||
may by Notice to the Company from | appointor as such appointor may by | ||||
time to time direct. | Notice to the Company from time to | ||||
time direct. |
- 82 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 91. | Article 91. | |
91. Every person | acting as an alternate | 91. Every person acting as an alternate |
Director shall have one vote for each | Director shall have one vote for each | |
Director for whom he acts as alternate | Director for whom he acts as alternate | |
(in addition to his own vote if he is | (in addition to his own vote if he is | |
also a Director). If his appointor is for | also a Director). If his appointor is for | |
the time being absent from Hong | the time being absent from Hong | |
Kong or otherwise not available or | Kong or otherwise not available or | |
unable to act, the signature of an | unable to act, the signature of an | |
alternate Director to any resolution | alternate Director to any resolution | |
in writing of the Board or a committee | in writing of the Board or a committee | |
of the Board of which his appointor is | of the Board of which his appointor is | |
a member shall, unless the notice of his | a member shall, unless the nNotice of | |
appointment provides to the contrary, | his appointment provides to the | |
be as effective as the signature of his | contrary, be as effective as the | |
appointor. | signature of his appointor. |
- 83 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
Article 97. | Article 97. (Amended in English version | |
only) | ||
… | … |
- continue to be or become a director, (c) continue to be or become a director,
managing | director, | joint | managing | managing | director, | joint | managing | ||
director, | deputy | managing | director, | director, | deputy | managing | director, | ||
executive director, manager or other | executive director, manager or other | ||||||||
officer or member of any other | officer or member of any other | ||||||||
company promoted by the Company | company promoted by the Company | ||||||||
or in which the Company may be | or in which the Company may be | ||||||||
interested as a vendor, shareholder or | interested as a vendor, shareholder or | ||||||||
otherwise | and | (unless | otherwise | otherwise | and | (unless | otherwise | ||
agreed) no such Director shall be | agreed) no such Director shall be | ||||||||
accountable for | any | remuneration, | accountable for | any | remuneration, | ||||
profits or other benefits received by | profits or other benefits received by | ||||||||
him as a director, managing director, | him as a director, managing director, | ||||||||
joint | managing | director, | deputy | joint | managing | director, | deputy | ||
managing director, executive director, | managing director, executive director, | ||||||||
manager or other officer or member of | manager or other officer or member of | ||||||||
or from his interests in any such other | or from his interests in any such other | ||||||||
company. | Subject | as | otherwise | company. | Subject | as | otherwise | ||
provided by these Articles the | provided by these Articles the | ||||||||
Directors may exercise or cause to be | Directors may exercise or cause to be | ||||||||
exercised the voting powers conferred | exercised the voting powers conferred | ||||||||
by the shares in any other company | by the shares in any other company | ||||||||
held or owned by the Company, or | held or owned by the Company, or | ||||||||
exercisable by them as Directors of | exercisable by them as Directors of | ||||||||
such other company in such manner in | such other company in such manner in | ||||||||
all respects as they think fit (including | all respects as they think fit (including | ||||||||
the exercise thereof in favour of any | the exercise thereof in favour of any | ||||||||
resolution | appointing | themselves or | resolution | appointing | themselves or | ||||
any of them directors, managing | any of themthedirectors, managing | ||||||||
directors, | joint | managing | directors, | directors, | joint | managing | directors, | ||
deputy | managing directors, | executive | deputy | managing | directors, | executive | |||
directors, managers or other officers | directors, managers or other officers | ||||||||
of such company) or voting or | of such company) or voting or | ||||||||
providing for the payment of | providing for the payment of | ||||||||
remuneration | to | the | director, | remuneration | to | the | director, | ||
managing | director, | joint | managing | managing | director, | joint | managing | ||
director, | deputy | managing | director, | director, | deputy | managing | director, | ||
executive director, manager or other | executive director, manager or other | ||||||||
officers of such other company and | officers of such other company and | ||||||||
any Director may vote in favour of the | any Director may vote in favour of the | ||||||||
exercise of such voting rights in | exercise of such voting rights in | ||||||||
manner | aforesaid | notwithstanding | manner | aforesaid | notwithstanding | ||||
that he may be, or about to be, | that he may be, or about to be, | ||||||||
appointed | a | director, | managing | appointed | a | director, | managing | ||
director, | joint | managing | director, | director, | joint | managing | director, | ||
deputy | managing director, | executive | deputy | managing | director, | executive | |||
director, manager or other officer of | director, manager or other officer of | ||||||||
such a company, and that as such he is | such a company, and that as such he is | ||||||||
or may become interested in the | or may become interested in the | ||||||||
exercise of such voting rights in | exercise of such voting rights in | ||||||||
manner aforesaid. | manner aforesaid. |
- 84 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||
Article provisions before amendments | Article provisions after amendments | ||||||
Article 98. | Article 98. (Amended in English version | ||||||
only) | |||||||
98. Subject to the Law and to these | 98. Subject to | the LawActand to | these | ||||
Articles, no Director or proposed or | Articles, no Director or proposed or | ||||||
intending | Director | shall | be | intending | Director | shall | be |
disqualified by his office from | disqualified by his office from | ||||||
contracting with the Company, either | contracting with the Company, either | ||||||
with regard to his tenure of any office | with regard to his tenure of any office | ||||||
or place of profit or as vendor, | or place of profit or as vendor, | ||||||
purchaser or in any other manner | purchaser or in any other manner | ||||||
whatsoever, nor shall any such | whatsoever, nor shall any such | ||||||
contract or any other contract or | contract or any other contract or | ||||||
arrangement in which any Director is | arrangement in which any Director is | ||||||
in any way interested be liable to be | in any way interested be liable to be | ||||||
avoided, nor shall any Director so | avoided, nor shall any Director so | ||||||
contracting or being so interested be | contracting or being so interested be | ||||||
liable to account to the Company or | liable to account to the Company or | ||||||
the Members for any remuneration, | the Members for any remuneration, | ||||||
profit or other benefits realised by any | profit or other benefits realised by any | ||||||
such contract or arrangement by | such contract or arrangement by | ||||||
reason of such Director holding that | reason of such Director holding that | ||||||
office or of the fiduciary relationship | office or of the fiduciary relationship | ||||||
thereby established provided that such | thereby established provided that such | ||||||
Director shall disclose the nature of | Director shall disclose the nature of | ||||||
his interest in any contract or | his interest in any contract or | ||||||
arrangement in which he is interested | arrangement in which he is interested | ||||||
in accordance with Article 99 herein. | in accordance with Article 99 herein. |
- 85 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||
Article provisions before amendments | Article provisions after amendments | |||
Article 99. | Article 99. (Amended in Chinese version | |||
only) | ||||
99. A Director who to his knowledge is in | 99. A Director who to his knowledge is in | |||
any way, whether directly or | any way, whether directly or | |||
indirectly, interested in a contract or | indirectly, interested in a contract or | |||
arrangement or proposed contract or | arrangement or proposed contract or | |||
arrangement with the Company shall | arrangement with the Company shall | |||
declare the nature of his interest at the | declare the nature of his interest at the | |||
meeting of the Board at which the | meeting of the Board at which the | |||
question of entering into the contract | question of entering into the contract | |||
or arrangement is first considered, if | or arrangement is first considered, if | |||
he knows his interest then exists, or in | he knows his interest then exists, or in | |||
any other case at the first meeting of | any other case at the first meeting of | |||
the Board after he knows that he is or | the Board after he knows that he is or | |||
has become so interested. For the | has become so interested. For the | |||
purposes of this Article, a general | purposes of this Article, a general | |||
Notice to the Board by a Director to | Notice to the Board by a Director to | |||
the effect that: | the effect that: | |||
(a) he is a | member or officer of a | (a) he is | a member or | officer of a |
specified company or firm and is | specified company or firm and is | |||
to be regarded as interested in any | to be regarded as interested in | |||
contract | or arrangement which | any | contract or | arrangement |
may after the date of the Notice | which may after the date of the | |||
be made with that company or | Notice be made with that | |||
firm; or | company or firm; or | |||
(b) he is to be regarded as interested | (b) he is to be regarded as interested | |||
in any contract or arrangement | in any contract or arrangement | |||
which may after the date of the | which may after the date of the | |||
Notice be made with a specified | Notice be made with a specified | |||
person who is connected with | person who is connected with | |||
him; | him; | |||
shall be deemed to be a sufficient | shall be deemed to be a sufficient | |||
declaration of interest under this Article | declaration of interest under this Article | |||
in relation to any such contract or | in relation to any such contract or | |||
arrangement, provided that no such | arrangement, provided that no such | |||
Notice shall be effective unless either it is | Notice shall be effective unless either it is | |||
given at a meeting of the Board or the | given at a meeting of the Board or the | |||
Director takes reasonable steps to secure | Director takes reasonable steps to secure | |||
that it is brought up and read at the next | that it is brought up and read at the next | |||
Board meeting after it is given. | Board meeting after it is given. |
- 86 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||||
Article 100. | Article 100. | ||||||||||
100. (1) A Director shall not vote (nor be | 100. (1) A Director shall not vote (nor be | ||||||||||
counted in the quorum) on any | counted in the quorum) on any | ||||||||||
resolution | of | the | Board | resolution | of | the | Board | ||||
approving | any | contract | or | approving | any | contract | or | ||||
arrangement | or | any | other | arrangement | or | any | other | ||||
proposal in which he or any of | proposal in which he or any of | ||||||||||
his close associates is materially | his close associates is materially | ||||||||||
interested, but | this prohibition | interested, but | this prohibition | ||||||||
shall not apply to any of the | shall not apply to any of the | ||||||||||
following matters namely: | following matters namely: | ||||||||||
(i) any contract or arrangement | (i)(a)any contract or arrangement | ||||||||||
for the giving to such | for the giving to such | ||||||||||
Director | or | his | close | Director | or | his | close | ||||
associate(s) | any security | or | associate(s) | any security | or | ||||||
indemnity | in | respect | of | indemnity | in | respect | of | ||||
money lent by him or any | money lent by him or any | ||||||||||
of his close associate(s) or | of his close associate(s) or | ||||||||||
obligations | incurred | or | obligations | incurred | or | ||||||
undertaken by him or any | undertaken by him or any | ||||||||||
of his close associate(s) at | of his close associate(s) at | ||||||||||
the request of or for the | the request of or for the | ||||||||||
benefit of the Company or | benefit of the Company or | ||||||||||
any of its subsidiaries; | any of its subsidiaries; | ||||||||||
- 87 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||||||||||
Article provisions before amendments | Article provisions after amendments | |||||||||||||
(ii) | any contract or arrangement | (ii)(b)any contract or arrangement | ||||||||||||
for the giving of any security | for the giving of any security | |||||||||||||
or indemnity to a third party | or indemnity to a third party | |||||||||||||
in respect of a debt or | in respect of a debt or | |||||||||||||
obligation | of | the | Company | obligation | of | the | Company | |||||||
or any of its subsidiaries for | or any of its subsidiaries for | |||||||||||||
which the Director or his | which the Director or his | |||||||||||||
close | associate(s) | has | close | associate(s) | has | |||||||||
himself/themselves | assumed | himself/themselves | assumed | |||||||||||
responsibility in whole or in | responsibility in whole or in | |||||||||||||
part whether alone or jointly | part whether alone or jointly | |||||||||||||
under | a | guarantee | or | under | a | guarantee | or | |||||||
indemnity or by the giving | indemnity or by the giving | |||||||||||||
of security; | of security; | |||||||||||||
(iii) | any contract or arrangement | (iii)(c)any contract or arrangement | ||||||||||||
concerning an offer of shares | concerning an offer of shares | |||||||||||||
or debentures | or | other | or debentures | or | other | |||||||||
securities of or by the | securities of or by the | |||||||||||||
Company | or | any | other | Company | or | any | other | |||||||
company | which | the | company | which | the | |||||||||
Company | may | promote or | Company | may | promote or | |||||||||
be | interested | in | for | be | interested | in | for | |||||||
subscription | or | purchase, | subscription | or | purchase, | |||||||||
where the Director or his | where the Director or his | |||||||||||||
close | associate(s) | is/are or | close | associate(s) | is/are or | |||||||||
is/are to be interested as a | is/are to be interested as a | |||||||||||||
participant | in | the | participant | in | the | |||||||||
underwriting | or | underwriting | or | |||||||||||
sub-underwriting of the | sub-underwriting of the | |||||||||||||
offer; | offer; | |||||||||||||
(iv) | any contract or arrangement | (iv)(d)any contract or arrangement | ||||||||||||
in which the Director or his | in which the Director or his | |||||||||||||
close | associate(s) | is/are | close | associate(s) | is/are | |||||||||
interested | in | the | same | interested | in | the | same | |||||||
manner as other holders of | manner as other holders of | |||||||||||||
shares or debentures or other | shares or debentures or other | |||||||||||||
securities of the Company by | securities of the Company by | |||||||||||||
virtue | only | of | his/their | virtue | only | of | his/their | |||||||
interest | in | shares | or | interest | in | shares | or | |||||||
debentures | or | other | debentures | or | other | |||||||||
securities | of | the | Company; | securities | of | the | Company; | |||||||
or | or | |||||||||||||
- 88 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||||||
(v) any proposal or arrangement | (v)(e)any proposal or arrangement | ||||||||||||
concerning | the | adoption, | concerning | the | adoption, | ||||||||
modification or operation of | modification | or | operation | ||||||||||
a share option scheme, a | of a share option scheme, a | ||||||||||||
pension | fund or | retirement, | pension fund | or | retirement, | ||||||||
death or disability | benefits | death | or | disability benefits | |||||||||
scheme or other arrangement | scheme or other arrangement | ||||||||||||
which | relates | both | to | which | relates | both | to | ||||||
Directors | or | his | close | Directors | or | his | close | ||||||
associate(s) | and | to | associate(s) | and | to | ||||||||
employees | of | the | Company | employees | of | the Company | |||||||
or of any of its subsidiaries | or of any of its subsidiaries | ||||||||||||
and does not provide in | and does not provide in | ||||||||||||
respect of any Director, or | respect of any Director, or | ||||||||||||
his close associate(s), as such | his close associate(s), as such | ||||||||||||
any | privilege | or | advantage | any privilege | or | advantage | |||||||
not | accorded | generally | to | not accorded generally to the | |||||||||
the class of persons to | class of persons to which | ||||||||||||
which such scheme or fund | such scheme or fund relates. | ||||||||||||
relates. | |||||||||||||
- 89 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |
Article provisions before amendments | Article provisions after amendments | |
(2) If any question shall | arise at any | (2) If any question shall arise at any |
meeting of the Board as to the | meeting of the Board as to the | |
materiality of the interest of a | materiality of the interest of a | |
Director (other than the chairman of | Director (other than the chairman of | |
the meeting) or as to the entitlement of | the meeting) or as to the entitlement of | |
any Director (other than such | any Director (other than such | |
chairman) to vote and such question | chairman) to vote and such question | |
is not resolved by his voluntarily | is not resolved by his voluntarily | |
agreeing to abstain from voting, such | agreeing to abstain from voting, such | |
question shall be referred to the | question shall be referred to the | |
chairman of the meeting and his | chairman of the meeting and his | |
ruling in relation to such other | ruling in relation to such other | |
Director shall be final and conclusive | Director shall be final and conclusive | |
except in a case where the nature or | except in a case where the nature or | |
extent of the interest of the Director | extent of the interest of the Director | |
concerned as known to such Director | concerned as known to such Director | |
has not been fairly disclosed to the | has not been fairly disclosed to the | |
Board. If any question as aforesaid | Board. If any question as aforesaid | |
shall arise in respect of the chairman | shall arise in respect of the chairman | |
of the meeting such question shall be | of the meeting such question shall be | |
decided by a resolution of the Board | decided by a resolution of the Board | |
(for which purpose such chairman | (for which purpose such chairman | |
shall not vote thereon) and such | shall not vote thereon) and such | |
resolution shall be final and | resolution shall be final and | |
conclusive except in a case where the | conclusive except in a case where the | |
nature or extent of the interest of such | nature or extent of the interest of such | |
chairman as known to such chairman | chairman as known to such chairman | |
has not been fairly disclosed to the | has not been fairly disclosed to the | |
Board. | Board. | |
Article 101.(3) | Article 101.(3) (Amended in English | |
version only) | ||
… | … |
- to resolve that the Company be (c) to resolve that the Company be
deregistered in the Cayman Islands | deregistered in the Cayman Islands |
and continued in a named jurisdiction | and continued in a named |
outside the Cayman Islands subject to | jurisdiction outside the Cayman |
the provisions of the Law. | Islands subject to the provisions of |
the LawAct. |
- 90 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||||||
Article provisions before amendments | Article provisions after amendments | |||||||||
Article 107. | Article 107. (Amended in English version | |||||||||
only) | ||||||||||
107. The Board may exercise all the powers | 107. The Board may exercise all the powers | |||||||||
of the Company to raise or borrow | of the Company to raise or borrow | |||||||||
money and to mortgage or charge all | money and to mortgage or charge all | |||||||||
or any part of the undertaking, | or any part of the undertaking, | |||||||||
property and assets (present and | property and assets (present and | |||||||||
future) and uncalled capital of the | future) and uncalled capital of the | |||||||||
Company and, subject to the Law, to | Company | and, | subject | to | the | |||||
issue debentures, bonds and other | LawAct, to issue debentures, bonds | |||||||||
securities, whether outright or as | and other securities, whether outright | |||||||||
collateral security for any debt, | or as collateral security for any debt, | |||||||||
liability | or | obligation | of | the | liability or obligation of the Company | |||||
Company or of any third party. | or of any third party. | |||||||||
Article 110.(2) | Article 110.(2) (Amended in English | |||||||||
version only) | ||||||||||
110. (2) The Board shall cause a proper | 110. (2) The Board shall cause a proper | |||||||||
register to be kept, in accordance | register to be kept, in accordance | |||||||||
with the provisions of the Law, | with | the | provisions | of | the | |||||
of | all | charges | specifically | LawAct, | of | all | charges | |||
affecting the property of the | specifically | affecting | the | |||||||
Company and of any series of | property of the Company and of | |||||||||
debentures | issued | by | the | any series of debentures issued | ||||||
Company and shall duly comply | by the Company and shall duly | |||||||||
with the requirements of the Law | comply with the requirements of | |||||||||
in regard to the registration of | the LawActin regard to the | |||||||||
charges and debentures therein | registration | of | charges | and | ||||||
specified and otherwise. | debentures therein specified and | |||||||||
otherwise. |
- 91 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||
Article provisions before amendments | Article provisions after amendments | |||
Article 111. | Article 111. | |||
111. The Board may meet for the despatch | 111. The Board may meet for the despatch | |||
of business, adjourn and otherwise | of business, adjourn or postponeand | |||
regulate its meetings as it considers | otherwise regulate its meetings as it | |||
appropriate. Questions arising at any | considers appropriate. Questions | |||
meeting shall be determined by a | arising at any meeting shall be | |||
majority of votes. In the case of any | determined by a majority of votes. In | |||
equality of votes the chairman of the | the case of any equality of votes the | |||
meeting shall have an additional or | chairman of the meeting shall have an | |||
casting vote. | additional or casting vote. | |||
Article 112. | Article 112. | |||
112. A meeting of the Board may be | 112. A meeting of the Board may be | |||
convened by the Secretary on request | convened by the Secretary on request | |||
of a Director or by any Director. The | of a Director or by any Director. The | |||
Secretary shall convene a meeting of | Secretary shall convene a meeting of | |||
the Board. Notice of a meeting of the | the Board whenever he shall be | |||
Board shall be deemed to be duly given | required so to do by any Director. | |||
to a Director if it is given to such | Notice of a meeting of the Board shall | |||
Director in writing or verbally | be deemed to be duly given to a | |||
(including in person or by telephone) | Director if it is given to such | |||
or via electronic mail or by telephone | Director in writing or verbally | |||
or in such other manner as the Board | (including in person or by telephone) | |||
may from time to time determine | or via electronic mailby electronic | |||
whenever he shall be required so to | means to an electronic address from | |||
do by any Director. | time to time notified to the Company | |||
by such Director or (if the recipient | ||||
consents to it being made available on | ||||
a website) by making it available on a | ||||
websiteor by telephone or in such | ||||
other manner as the Board may from | ||||
time to time determine whenever he | ||||
shall be required so to do by any | ||||
Director. |
- 92 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||||
Article 113.(2) | Article 113.(2) | ||||||||||
(2) | Directors may participate in any | (2) | Directors may participate in any | ||||||||
meeting of the Board by means of a | meeting of the Board by means of a | ||||||||||
conference | telephone | or | other | conference telephone, electronicor | |||||||
communications equipment | through | other | communications | equipment | |||||||
which all persons participating in the | through | which | all | persons | |||||||
meeting can communicate with each | participating in the meeting can | ||||||||||
other | simultaneously | and | communicate | with | each | other | |||||
instantaneously and, for the purpose | simultaneously | and | instantaneously | ||||||||
of counting a quorum, such | and, for the purpose of counting a | ||||||||||
participation shall constitute presence | quorum, | such | participation | shall | |||||||
at a meeting as if those participating | constitute presence at a meeting as if | ||||||||||
were present in person. | those participating were present in | ||||||||||
person. | |||||||||||
Article 115. | Article 115. (Amended in English version | ||||||||||
only) | |||||||||||
115. | The Board may elect a chairman and | 115. | The Board may elect a chairman and | ||||||||
one or more deputy chairman of its | one or more deputy chairman of its | ||||||||||
meetings and determine the period for | meetings and determine the period for | ||||||||||
which they are respectively to hold | which they are respectively to hold | ||||||||||
such office. If no chairman or deputy | such office. If no chairman or deputy | ||||||||||
chairman is elected, or if at any | chairman is elected, or if at any | ||||||||||
meeting neither the chairman nor any | meeting neither thenochairman nor | ||||||||||
deputy chairman is present within five | anyordeputy chairman is present | ||||||||||
(5) minutes after the time appointed | within five (5) minutes after the time | ||||||||||
for holding the same, the Directors | appointed for holding the same, the | ||||||||||
present may choose one of their | Directors present may choose one of | ||||||||||
number to be chairman of the meeting. | their number to be chairman of the | ||||||||||
meeting. |
- 93 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||||||||||
Article provisions before amendments | Article provisions after amendments | ||||||||||||||
Article 119. | Article 119. | ||||||||||||||
119. A resolution in writing signed by all | 119. A resolution in writing signed by all | ||||||||||||||
the Directors except such as are | the Directors except such as are | ||||||||||||||
temporarily | unable | to | act | through | temporarily | unable | to | act | through | ||||||
ill-health or disability, and all the | ill-health or disability, and all the | ||||||||||||||
alternate Directors, | if | appropriate, | alternate | Directors, | if | appropriate, | |||||||||
whose | appointors | are | temporarily | whose appointors | are | temporarily | |||||||||
unable to act as aforesaid shall | unable to act as aforesaid shall | ||||||||||||||
(provided that such number is | (provided that such number is | ||||||||||||||
sufficient to constitute a quorum and | sufficient to constitute a quorum and | ||||||||||||||
further provided that a copy of such | further provided that a copy of such | ||||||||||||||
resolution has been given or the | resolution has been given or the | ||||||||||||||
contents thereof communicated to all | contents thereof communicated to all | ||||||||||||||
the Directors for the time being | the Directors for the time being | ||||||||||||||
entitled to receive notices of Board | entitled to receive notices of Board | ||||||||||||||
meetings in the same manner as notices | meetings in the same manner as | ||||||||||||||
of meetings are required to be given by | notices of meetings are required to be | ||||||||||||||
these Articles) be as valid and effectual | given by these Articles) be as valid and | ||||||||||||||
as if a resolution had been passed at a | effectual as if a resolution had been | ||||||||||||||
meeting of the Board duly convened | passed at a meeting of the Board duly | ||||||||||||||
and held. Such resolution may be | convened and held. A notification of | ||||||||||||||
contained in one document or in | consent to such resolution given by a | ||||||||||||||
several documents in like form each | Director in writing to the Board by | ||||||||||||||
signed by one or more of the Directors | any means (including by means of | ||||||||||||||
or alternate Directors and for this | electronic | communication) | shall | be | |||||||||||
purpose a facsimile signature of a | deemed to be his/her signature to | ||||||||||||||
Director or an alternate Director | such resolution in writing for the | ||||||||||||||
shall | be | treated | as | valid. | purpose of this Article. Such | ||||||||||
Notwithstanding the | foregoing, | a | |||||||||||||
resolution may be contained in one | |||||||||||||||
resolution in writing shall not be | document or in several documents in | ||||||||||||||
passed in lieu of a meeting of the | like form each signed by one or more | ||||||||||||||
Board for the purposes of considering | of the Directors or alternate Directors | ||||||||||||||
any matter or business in which a | and for this purpose a facsimile | ||||||||||||||
substantial | shareholder | of | the | signature of a Director or an | |||||||||||
Company or a Director has a conflict | alternate Director shall be treated as | ||||||||||||||
of interest and the Board has | valid. Notwithstanding the foregoing, | ||||||||||||||
determined that such conflict of | a resolution in writing shall not be | ||||||||||||||
interest to be material. | passed in lieu of a meeting of the | ||||||||||||||
Board for the purposes of considering | |||||||||||||||
any matter or business in which a | |||||||||||||||
substantial | shareholder | of | the | ||||||||||||
Company or a Director has a conflict | |||||||||||||||
of interest andwhich is required by the | |||||||||||||||
Listing Rules to be passed at a meeting | |||||||||||||||
ofthe Board | has determined that such | ||||||||||||||
conflict of interest to be material. |
- 94 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | ||||||
Article provisions before amendments | Article provisions after amendments | ||||||
Article 124.(1) | Article 124.(1) (Amended in English | ||||||
version only) | |||||||
124. | (1) The officers of the Company shall | 124. | (1) The officers of the Company shall | ||||
consist of a chairman, the | consist of a chairman, the | ||||||
Directors and | Secretary | and | Directors and | Secretary | and | ||
such additional | officers | (who | such additional | officers | (who | ||
may or may not be Directors) as | may or may not be Directors) as | ||||||
the Board may from time to time | the Board may from time to time | ||||||
determine, all of whom shall be | determine, all of whom shall be | ||||||
deemed to be officers for the | deemed to be officers for the | ||||||
purposes of the Law and these | purposes of the LawActand | ||||||
Articles. | these Articles. | ||||||
Article 125.(2) | Article 125.(2) | ||||||
(2) | The Secretary shall attend all meetings | (2) | The Secretary shall attend all meetings | ||||
of the Members and shall keep correct | of the Members and shall keep correct | ||||||
minutes of such meetings and enter the | minutes of such meetings and enter the | ||||||
same in the proper books provided for | same in the proper books provided for | ||||||
the purpose. He shall perform such | the purpose. He shall perform such | ||||||
other duties as are prescribed by the | other duties as are prescribed by the | ||||||
Law or these Articles or as may be | LawActor these Articles or as may be | ||||||
prescribed by the Board. | prescribed by the Board. | ||||||
Article 127. | Article 127. (Amended in English version | ||||||
only) | |||||||
127. | A provision of the Law or of these | 127. | A provision of the LawActor of these | ||||
Articles requiring or authorising a | Articles requiring or authorising a | ||||||
thing to be done by or to a Director | thing to be done by or to a Director | ||||||
and the Secretary shall not be satisfied | and the Secretary shall not be satisfied | ||||||
by its being done by or to the same | by its being done by or to the same | ||||||
person acting both as Director and as | person acting both as Director and as | ||||||
or in place of the Secretary. | or in place of the Secretary. |
- 95 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||||
Article provisions before amendments | Article provisions after amendments | |||||||
Article 128. | Article 128. (Amended in English version | |||||||
only) | ||||||||
128. | The Company shall cause to be kept in | 128. | The Company shall cause to be kept in | |||||
one or more books at its Office a | one or more books at its Office a | |||||||
Register of Directors and Officers in | Register of Directors and Officers in | |||||||
which there shall be entered the full | which there shall be entered the full | |||||||
names and addresses of the Directors | names and addresses of the Directors | |||||||
and Officers and such other particulars | and Officers and such other | |||||||
as required by the Law or as the | particulars as required by the | Law | Act | |||||
Directors | may | determine. | The | or as the Directors may determine. | ||||
Company shall send to the Registrar | The Company shall send to the | |||||||
of Companies in the Cayman Islands a | Registrar of Companies in the | |||||||
copy of such register, and shall from | Cayman Islands a copy of such | |||||||
time to time notify to the said | register, and shall from time to time | |||||||
Registrar of any change that takes | notify to the said Registrar of any | |||||||
place in relation to such Directors | change that takes place in relation to | |||||||
and Officers as required by the Law. | such Directors and Officers as | |||||||
required by the LawAct. | ||||||||
Article 132.(1) | Article 132.(1) (Amended in Chinese | |||||||
version only) | ||||||||
... | ... | |||||||
(b) | any dividend mandate or any variation | (b) | any dividend mandate or any variation | |||||
or cancellation thereof or any | or cancellation thereof or any | |||||||
notification of change of name or | notification of change of name or | |||||||
address at any time after the expiry | address at any time after the expiry | |||||||
of two (2) years from the date such | of two (2) years from the date such | |||||||
mandate | variation | cancellation | or | mandate variation cancellation or | ||||
notification was recorded by the | notification was recorded by the | |||||||
Company; | Company; | |||||||
... | ... | |||||||
Article 133. | Article 133. (Amended in English version | |||||||
only) | ||||||||
133. | Subject to the Law, the Company in | 133. | Subject to the LawAct, the Company | |||||
general meeting may from time to time | in general meeting may from time to | |||||||
declare dividends in any currency to be | time declare dividends in any currency | |||||||
paid to the Members but no dividend | to be paid to the Members but no | |||||||
shall be declared in excess of the | dividend shall be declared in excess of | |||||||
amount recommended by the Board. | the amount recommended by the | |||||||
Board. |
- 96 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||||||
Article provisions before amendments | Article provisions after amendments | |||||||||
Article 134. | Article 134. | |||||||||
134. | Dividends may be declared and paid | 134. | Dividends may be declared and paid | |||||||
out of the profits of the Company, | out of the profits of the Company, | |||||||||
realised or unrealised, or from any | realised or unrealised, or from any | |||||||||
reserve which the Directors determine | reserve set aside from profitswhich the | |||||||||
may be distributable from time to time | Directors | determine | may | be | ||||||
subject to the Law. With the sanction | distributable from time to time | |||||||||
of a resolution of the Board dividends | subject to the Law.is no longer | |||||||||
may also be declared and paid out of | needed.With the sanction of an | |||||||||
share premium account or any other | ordinaryresolution, | of the Board | ||||||||
fund or account which can be | dividends may also be declared and | |||||||||
authorised for this purpose in | paid out of share premium account or | |||||||||
accordance with the Law. | any other fund or account which can | |||||||||
be authorised for this purpose in | ||||||||||
accordance with the LawAct. | ||||||||||
Article 142.(1)(a) | Article 142.(1)(a) (Amended in Chinese | |||||||||
version only) | ||||||||||
... | ... | |||||||||
(ii) | the Board, after determining the basis | (ii) | the Board, after determining the basis | |||||||
of allotment, shall give not less than | of allotment, shall give not less than | |||||||||
two (2) weeks' Notice to the holders of | two (2) weeks' Notice to the holders of | |||||||||
the relevant shares of the right of | the relevant shares of the right of | |||||||||
election accorded to them and shall | election accorded to them and shall | |||||||||
send with such notice forms of election | send with such notice forms of election | |||||||||
and specify the procedure to be | and specify the procedure to be | |||||||||
followed and the place at which and | followed and the place at which and | |||||||||
the latest date and time by which duly | the latest date and time by which duly | |||||||||
completed forms of election must be | completed forms of election must be | |||||||||
lodged in order to be effective; | lodged in order to be effective; | |||||||||
... | ... |
- 97 -
APPENDIX III | PROPOSED AMENDMENTS TO THE ARTICLES | |||||||
Article provisions before amendments | Article provisions after amendments | |||||||
Article 142.(1)(b) | Article 142.(1)(b) (Amended in Chinese | |||||||
version only) | ||||||||
... | ... | |||||||
(ii) the Board, after determining the basis | (ii) the Board, after determining the basis | |||||||
of allotment, shall give not less than | of allotment, shall give not less than | |||||||
two (2) weeks' Notice to the holders of | two (2) weeks' Notice to the holders of | |||||||
the relevant shares of the right of | the relevant shares of the right of | |||||||
election accorded to them and shall | election accorded to them and shall | |||||||
send with such notice forms of election | send with such notice forms of election | |||||||
and specify the procedure to be | and specify the procedure to be | |||||||
followed and the place at which and | followed and the place at which and | |||||||
the latest date and time by which duly | the latest date and time by which duly | |||||||
completed forms of election must be | completed forms of election must be | |||||||
lodged in order to be effective; | lodged in order to be effective; | |||||||
... | ... | |||||||
Article 143.(1) | Article 143.(1) (Amended in English | |||||||
version only) | ||||||||
143. (1) The | Board | shall establish an | 143. (1) The | Board shall establish an | ||||
account to be called the share | account to be called the share | |||||||
premium account and shall carry | premium account and shall carry | |||||||
to the credit of such account from | to the credit of such account from | |||||||
time to time a sum equal to the | time to time a sum equal to the | |||||||
amount or value of the premium | amount or value of the premium | |||||||
paid on the issue of any share in | paid on the issue of any share in | |||||||
the Company. Unless | otherwise | the | Company. Unless | otherwise | ||||
provided by the provisions of | provided by the provisions of | |||||||
these Articles, the Board may | these Articles, the Board may | |||||||
apply | the | share | premium | apply | the | share | premium | |
account in any manner permitted | account | in | any | manner | ||||
by the Law. The Company shall | permitted by the LawAct. The | |||||||
at all times comply with the | Company shall at all times | |||||||
provisions of the Law in relation | comply with the provisions of | |||||||
to the share premium account. | the LawActin relation to the | |||||||
share premium account. |
- 98 -
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China Overseas Property Holdings Ltd. published this content on 27 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2021 09:34:04 UTC.