Pokfulam Development : PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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POKFULAM DEVELOPMENT COMPANY LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 225)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The board (the "Board") of directors (the "Directors") of Pokfulam Development Company Limited (the "Company") announces that in order to modernise and update the constitutional document of the Company, as well as to bring it in line with the relevant legislations and regulations, especially the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the "Companies Ordinance"), the Board proposes to remove the existing memorandum of association of the Company (the "Existing Memorandum of Association") and adopt a new Articles of Association of the Company (the "New Articles of Association") to replace the existing Articles of Association of the Company (the "Existing Articles of Association") with effect from the date of passing the relevant special resolution at the general meeting of the Company (the "Proposed Amendments to the Articles"). A summary of the major changes to the Existing Articles of Association is set out below:

1. To insert provisions in the Existing Memorandum of Association, such as the name of the Company and the limited liability of the members, into the New Articles of Association;
2. To provide that the Company has the capacity, rights, powers and privileges of a natural person and not to have any objects clause provisions in the New Articles of Association;
3. To amend, delete, add or modify certain definitions, where appropriate;
4. To delete references relating to "Memorandum of Association", "authorised shares", "unissued shares", "nominal value", "par", "premium", "share premium account" and "capital redemption reserve" or similar wordings;
5. To amend the provisions relating to various ways to alter the share capital of the Company;
6. To broaden the scope of the disclosure of interest by the Directors, including the disclosure of interests of the Directors' connected entity (with the meaning given under the Companies Ordinance);
7. To require the Board to give reasons for declining to register a share transfer if requested by the transferor or transferee;

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1. To reduce the threshold for demanding a poll such that shareholders of the Company (the "Shareholders") holding at least 5% (instead of 10%) of the total voting rights of all the Shareholders having the right to vote at the meeting can demand a poll;
2. To reduce the minimum notice period for convening a general meeting (other than an annual general meeting) for passing a special resolution from 21 days to 14 days;
3. To allow the Company to hold general meetings in more than one location using any technology that enables the Shareholders to listen, speak and vote at the meetings;
4. To allow any document signed by any two Directors or any one Director and the company secretary of the Company and expressed to be executed by the Company to have the effect as if such document had been executed under the common seal of the Company; and
5. To remove the power of the Company to issue warrants to bearer.

The Board also proposes to make all other amendments to the Existing Articles of Association as may be required by the Companies Ordinance or incidental or conducive thereto and where applicable the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and for administrative and housekeeping purposes.

In view of the substantial amount of amendments proposed to be made to the Existing Articles of Association, the Board proposes that the New Articles of Association, as a new set of Articles of Association of the Company consolidating all proposed amendments, be adopted to replace the Existing Articles of Association for and to the exclusion of the Existing Memorandum of Association. The Proposed Amendments to the Articles is subject to the approval of the Shareholders by way of special resolution at the general meeting of the Company. The New Articles of Association will become the single constitutional document of the Company with effect from the date of passing the relevant special resolution at the general meeting of the Company. A circular, containing, among other things, particulars relating to the Proposed Amendments to the Articles together with a notice convening the general meeting of the Company, will be despatched to the Shareholders in due course.

By Order of the Board

Pokfulam Development Company Limited

Wong Tat Chang, Abraham

Chairman, Managing Director and

Executive Director

Hong Kong, 28 August 2020

As at the date of this announcement, the Board comprises Mr. Wong Tat Chang, Abraham (Chairman and Managing Director), Mr. Wong Tat Kee, David and Mr. Wong Tat Sum, Samuel as executive Directors, and Mdm. Lam Hsieh Lee Chin, Linda, Mr. Li Kwok Sing, Aubrey, Mr. Sit Hoi Wah, Kenneth and Mr. Seto Gin Chung, John as independent non-executive Directors.

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