China Motor Bus : MEMORANDUM AND ARTICLES OF ASSOCIATION

Table A excluded

THE COMPANIES ORDINANCE OF HONG KONG

Company Limited by Shares

ARTICLES OF ASSOCIATION

OF

CHINA MOTOR BUS COMPANY, LIMITED

It is agreed as follows:-

Table A

1. The regulations contained in Table A in the first schedule to the Companies Ordinance (Chapter 32) of the Legislature of Hong Kong shall not apply to this Company.*

* Amended by Special Resolutions passed on 19th December, 1962.

Marginal notes not to affect construction

Interpretation of Terms

2. The marginal notes to these articles shall not affect the construction hereof and in the interpretation and construction of these articles unless there be something in the subject or context inconsistent therewith the words standing in the first column of the table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof:-

The Company

The Ordinance

These Presents

WordsMeanings

"The Company" or "This Company"……….. China Motor Bus Company, Limited.

"The Ordinance" ..………………………….. The Companies Ordinance (Chapter

32).

"These Articles" or "These Presents" ..…….. The present Articles of Association,

and all supplementary, amended, or substituted articles for the time being in force.

Head Office

Capital

Shares

Shareholders members

The Register

Secretary

Directors

Board

The Board

The agents

- 4 -

"The Head Office" …………………………. The office of the Company in Hong

Kong.

"Capital" …………………………………… The share capital from time to time of

the Company.

"Shares" ……………………………………. The shares from time to time in the

capital of the Company.

"Shareholders" or "Members" ………...…… The duly registered holders from time

to time of the shares in the capital of the Company.

"The Register" ……………………………... The Register of Members to be kept as

required by section 95 of the Ordinance.

"The Secretary" ……………………………. Any person appointed to perform the

duties of Secretary of the Company either permanently or temporarily.

"Directors" or "Board" …………………….. The ordinary directors from time to

time of the Company or (as the context may require) the majority of directors present and voting at a meeting of directors.

"The Board" ………………………………... Either a meeting of directors duly

called and constituted or the directors assembled at a board.

"Agents" …………………………………… The local agents of the Company at

any port or place outside of Hong Kong where the Company may do business.

Seal

"Seal" ………………………………………. The common seal from time to time of

the Company.

Dividend

Dollars

Month

Year

In Writing

Listing Rules

Associates

- 5 -

Words in Ordinance to bear same meaning in articles

Words denoting the singular shall include the plural. Words denoting the plural shall include the singular. Words referring to males shall include females. Words importing the masculine gender shall include the feminine gender. Words importing persons shall include companies and corporations. Subject as aforesaid any words defined in the Ordinance shall if not inconsistent with the subject and/or context bear the same meaning in these Articles.*

• Amended by Special Resolutions of the Company passed on 19th December, 1962, 7th December, 1990 and 26th November, 2004 respectively.

Head office

Business of the Company

Business

3. *

* Article 3 deleted by Special Resolution of the Company passed on 24th May, 1999.

1. The Company shall be a Hong Kong China Company and the head office and the registered office shall be in Hong Kong and the business of the Company shall be carried on in Hong Kong and at such other places as the Board may determine and shall be directed and controlled from Hong Kong.
2. The business of the Company shall (subject to the provisions of these Articles) be carried on by or under the management, direction, and control of the Board who shall have full and absolute discretionary power and authority on behalf and in the name of the Company generally to manage, conduct and control the business of the Company subject only to such control by the members at general meetings as is provided for by these Articles or by any Ordinance and all acts done in relation to the Company by the Board shall be deemed to be the acts of the Company.

Company may purchase its own shares

Board may commence branch business

7. Subject to the provisions of the Ordinance, the Company may purchase its own shares or any securities which carry a right to subscribe or purchase its own shares.

* Amended by Special Resolution of the Company passed on 17th December, 1998.

8. Any branch or kind of business which by the Memorandum of Association of the Company or these Articles is either expressly or by implication authorised to be undertaken by the Company may be undertaken by the Board at such time or times as they shall think fit, and further may be suffered by them to be in abeyance whether such branch or kind of business may have been actually commenced or not, so long as the Board may deem it expedient not to commence or proceed with such branch or kind of business.

Capital

Increase of capital

Capital, Increase and Reduction of Capital

9. The capital of the Company as at the date of the adoption of this Article is Ten Million Dollars Hong Kong Currency divided into One Million Shares of $10.00 each.*

* Amended by Special Resolution of the Company passed on 19th December, 1962.

10. The Company in general meeting may from time to time, by ordinary resolution (whether all the shares for the time being authorised shall have been issued or all the shares for the time being issued shall have been fully called up or not) increase the capital by the creation and issue of new shares beyond the aforesaid one million shares by such number and of such amount as may be determined by the resolution of the meeting of the Company creating the new shares.*

How new shares to be issued

* Amended by Special Resolutions of the Company passed on 5th December, 1961 and 19th December, 1962 respectively.

11. The new shares shall be issued upon such terms and conditions, and with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof, shall direct, and if no direction be given, as the Board shall determine; and in particular such shares may be issued with a preferential or qualified right to dividends, and with a preferential or qualified right in the distribution of assets of the Company, and with a special or without any right of voting.

New shares to be offered to members

12. Subject to any direction to the contrary that may be given by the meeting, sanctioning an increase of capital all new shares of whatever kind shall be offered to the members in proportion to the existing shares held by them, and such offer shall be made by the Board by notice specifying the number of shares to which the member is entitled, and limiting a time within which the offer, if not accepted, will be deemed to be declined and after the expiration of such time, or on the receipt of an intimation from the member to whom such notice is given that he declines to accept the shares so

Board to settle difficulty amongst the members

offered, the Board may dispose of the same in such manner as they may think most beneficial to the Company.

13. If owing to any inequality in the number of new shares to be issued and the number of shares held by members entitled to have the offer of such new shares, any difficulty shall arise in the apportionment of such new shares, or any of them, amongst the members, such difficulty shall, in the absence of direction by the Company in general meeting, be settled by the Board.

New shares to form part of original capital

How shares to be paid on application

How dividends on new shares to be paid

1. Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares, shall form part of the original capital of the Company, and such shares shall be subject to the provisions contained in these articles with reference to the payment of calls, and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise as if it had formed part of the original capital.
2. The Directors shall cause to be made the returns as to allotments provided for in the Ordinance.*

* Amended by Special Resolution of the Company passed on 19th December, 1962.

1. The amount payable on application on each share shall not be less than five per cent of the nominal amount of the share.
2. The Company shall pay dividends in respect of any existing or new shares of the Company in proportion to the amount paid upon each share where a larger amount is paid up on some shares than on others.

Company may pay commission

18. The Company may at any time pay a commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, but so that if the commission shall be paid or payable out of capital the conditions and requirements of the Ordinance shall be observed and complied with, and the commission shall not exceed ten per cent in each case on the shares subscribed or to be subscribed.*

Shares may be issued subject to different conditions as to calls, etc.

Allotment of new shares payable by instalments

* Amended by Special Resolutions of the Company passed on 5th December, 1961 and 7th December, 1990 respectively.

1. The Company may make agreements on the issue of shares for a difference between the holders of such shares in the amount of calls to be paid and the time of payment of such calls.
2. If by the conditions of allotment of any shares the whole or part of the amount or issue price thereof shall be payable by instalments, every such instalment shall, when due, be paid to the Company by the person who for the time being shall be registered holder of the share.

Prohibition

21. Save as aforesaid, the Directors shall not apply any of the shares or capital money of the Company, either directly or indirectly, in the payment of any commission, discount or allowance to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares of the

Brokerage

- 8 -

Company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the Company, whether the shares or money be so applied by being added to the purchase money of any property acquired by the Company or to the contract price of any work to be executed for the Company, or the money be paid out of the nominal purchase money or contract price, or otherwise; Provided however that the foregoing prohibition shall not affect the power of the Company to pay lawful brokerage.

Commission to be included in balance sheet

Reduction of capital

22. Where the Company has paid any sums by way of commission in respect of any shares or debentures, or allowed any sums by way of discount in respect of any debentures, such statement thereof shall be made in the balance sheet as is required by section 47 of the Ordinance.*

* Amended by Special Resolution of the Company passed on 19th December, 1962.

23. The Company may, from time to time, by special resolution, reduce its capital by paying off capital, or cancelling capital which has been lost or is unrepresented by available assets, or reducing the liability on the shares, or otherwise, as may seem expedient, and capital may be paid off upon the footing that it may be called up again or otherwise and paid-up capital may be cancelled as aforesaid without reducing the nominal amount of the shares by the like amount to the intent that the unpaid and callable capital shall be increased by the like amount and the Company may also from time to time by ordinary resolution, sub-divide or by ordinary resolution, consolidate its shares or any of them. The Directors may, on any such resolution being passed apply to the proper Court, and do all other things necessary or expedient to obtain the confirmation thereof.*

Any alteration of capital to be made according to the Ordinance

* Amended by Special Resolution of the Company passed on 5th December, 1961.

24. Anything done in pursuance of the last preceding Article shall be done in manner provided by the Ordinance so far as it shall be applicable; and so far as it shall not be applicable, in accordance with the terms of the resolution authorising the same; and so far as such resolution shall not be applicable, in such manner as the Directors deem most expedient.*

Sub-division into preferred and ordinary shares

* Amended by Special Resolutions of the Company passed on 5th December, 1961 and 19th December, 1962 respectively.

25. The resolution whereby any share is sub-divided may determine that as between the holders of the shares resulting from such subdivision one or more of such shares shall have some preference or special advantage as regards dividend, capital, voting or otherwise over or as compared with the others or other.*

Company may cancel shares not taken up

* Amended by Special Resolution of the Company passed on 5th December, 1961.

26. The Company may by special resolution cancel any shares which at the date of the passing of such resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

Alteration of rights, etc.

27A. The Company may by ordinary resolution convert any paid-up shares into stock, and reconvert any stock into paid-up shares of any denomination.*

Contract to alter rights, etc.

- 9 -

27B. The holders of stock may transfer the same or any part thereof in the same manner, and subject to the same regulations, as and subject to which the shares from which the stock arose might previously to conversion have been transferred, or as near thereto as circumstances admit; and the Directors may from time to time fix the minimum amount of stock transferable, provided that such minimum shall not exceed the nominal amount of the shares from which the stock arose.*

* Amended by Special Resolution of the Company passed on 5th December, 1961.

27C. The holders of the stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the Company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Company and in the assets on a winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage.*

* Amended by Special Resolution of the Company passed on 5th December, 1961.

27D. Such of the Articles of the Company as are applicable to paid-up shares shall apply to stock, and the words "share" and "shareholder" therein shall include "stock" and "stockholder".*

* Amended by Special Resolution of the Company passed on 5th December, 1961.

28. Whenever the Capital, by reason of the issue of preference shares or otherwise, is divided into different classes of shares, all or any of the rights and privileges, attached to each class may be modified, commuted, affected, abrogated or dealt with by agreement between the Company and any person purporting to contract on behalf of that class provided such agreement is ratified in writing by the holders of at least three-fourths in nominal value of the issued shares of the class or is confirmed by a Special Resolution passed at a separate General Meeting of the holders of shares of that class, and all the provisions hereinafter contained as to General Meetings shall mutatis mutandis apply to every such meeting, but so that the quorum thereof shall be members holding, or representing by proxy one-third of the nominal amount of the issued shares of the class. This clause is not to derogate from any power the Company would have had if this clause were omitted.*

* Amended by Special Resolution of the Company passed on 7th December, 1990.

The Company may keep a local register

Acceptance of shares

Local Register

29. The Company may in any place in which it transacts business keep a Register or Registers of Members subject to the provisions of section 103 of the Ordinance.*

* Amended by Special Resolution of the Company passed on 19th December, 1962.

Shares

30. An application signed by or on behalf of an applicant for shares in the Company followed by an allotment of any shares thereon, shall be an acceptance of shares within the meaning of these Articles, and every person who thus or otherwise accepts any

Shares under control of Directors

share, and whose name is on the Register shall for the purpose of these Articles be a member.

31. Subject as aforesaid the shares shall be under the control of the Directors who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such times as the Directors think fit and with full power to give to any person the call of any shares either at par or at premium and for such time and for such consideration as the Directors think fit.

Certificate of shares

To which of joint holders certificate to be issued

Certificates

32. Every member shall be entitled to one certificate for the shares registered in his name, or upon payment of such sum not exceeding two dollars for every certificate after the first as the Directors shall from time to time determine, to several certificates, each for one or more of his shares. Every certificate shall be issued under the common seal or the securities seal of the Company and shall specify the shares to which it relates and the amount paid up thereon and the distinguishing number (if any). Provided that where all the issued shares or all the issued shares in any particular class are fully paid and rank pari passu for all purposes none of those shares need thereafter have a distinguishing number so long as it remains fully paid up and ranks pari passu for all purposes with all shares of the same class for the time being issued and fully paid up.*

• Amended by Special Resolutions of the Company passed on 28th December, 1972 and 24th May, 1999 respectively.

33. The certificate of shares registered in the names of two or more persons shall be delivered to the person first named on the Members' Register, provided that in the case of joint holders the Company shall not be bound to issue more than one certificate to all the joint holders, and delivery of such certificate to any one of them shall be sufficient delivery to all.

33A. The maximum number of shareholders in a joint account is 4.*

The first named of joint holders deemed the sole holder except for transfer

* Article 33A inserted by Special Resolution of the Company passed on 7th December, 1990.

34. If any share shall stand in the names of two or more persons the person first named in the Members' Register, if in Hong Kong, or in his absence, the next named person who shall be then in Hong Kong shall as regards voting at any meetings, receipt of dividends, services of notices, and all or any other matters connected with the Company, except the transfer of the share, be deemed the sole holder thereof.

Renewal of worn out or lost certificate

35. If any certificate be worn out or defaced, then upon production and surrender thereof to the Board it may order the same to be cancelled, and may issue a new certificate in lieu thereof; and if any certificate be lost or destroyed, then upon proof thereof to the satisfaction of the Board and on such indemnity as the Board deem adequate being given, and upon such advertisements being inserted as the Board may require, and upon payment by the member of all costs incurred, and generally upon such terms as the board may require, a new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate.

Payment for new certificate

Trusts not recognised

"Members Register" Hong Kong

- 11 -

36. For every certificate issued under the last preceding Article there shall be paid to the Company the sum of two dollars.*

* Amended by Special Resolution of the Company passed on 5th December, 1961.

1. The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and accordingly shall not be bound to recognise or be affected with notice of any trust or any equitable, contingent, future, or partial interest in or lien, charge or incumbrance on any share or any interest in any fractional part of a share, or (except only as is by these Articles otherwise expressly provided or as ordered by a Court of competent jurisdiction) any other right in respect of a share, except an absolute right to the entirety thereof, in the registered holder.
2. *

* Deleted by Special Resolution of the Company passed on 24th May, 1999.

39. *

* Deleted by Special Resolution of the Company passed on 7th December, 1990

40. The name and the address of every member together with the number of shares held by him, shall from time to time be entered in a book to be kept for that purpose to be called "Register of Members".*

* Amended by Special Resolutions of the Company passed on 7th December, 1990 and 24th May, 1999 respectively

Calls

Calls

41. The Board may from time to time, make such calls as it may think fit upon the members in respect of all moneys unpaid on the shares held by them respectively and not by the conditions of allotment thereto made payable at fixed times. Any call may be made payable either in one sum or by instalments.

Every member liable to pay call at appointed time and place

Notice of call may be advertised

1. Every member upon whom a call is made shall be liable to pay the amount of every call to the person and at the time or times and place as the Board shall appoint.
2. Notice of the person appointed to receive payment of every call and of times and places appointed for payment shall be given to the members by notice to be inserted once in one of the daily newspapers circulating in Hong Kong.*

Copy of notice to be sent to members

* Amended by Special Resolution of the Company passed on 7th December, 1990.

44. A copy of the notice referred to in the preceding Article shall to be sent to the members in the manner in which notices may be sent to members by the Company as hereinafter provided.

When call deemed to have been made

Liability of joint holders

Notice of call

1. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.
2. Joint holders of a share shall be jointly and severally liable for payment of all calls or instalments or other moneys due in respect thereof.
3. Fourteen days' notice at least shall be given of each call specifying the time and place of payment and to whom such call shall be paid.

Board may extend time fixed for call

48. The Board from time to time at its discretion may extend the time fixed for any call, and may extend such time as to all or any of the members, who from residence beyond the seas or other cause the Board may deem entitled to such extension; but no member shall be entitled to any such extension except as a matter of grace and favour.

Interest on unpaid calls

49. If any member shall fail to pay on or before the day appointed for payment thereof any call or instalment for which he may have become liable, he shall pay interest upon the amount in arrear from the day appointed for the payment thereof to the time of the actual payment, at such rate, not exceeding ten per cent. per annum, as the Board may from time to time fix and if no other rate be prescribed then at the rate of ten per cent. per annum.

Suspension of privileges while call unpaid

50. No member shall be entitled to receive any dividend or to exercise any privilege as a member until all calls or other sums due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.

Evidence in action for call

51. At the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the member sued is entered in the Register of Members as the holder, or one of the holders, of the shares in respect of which such call was made, that the resolution making such call is duly recorded in the Minute Book of the Company and that notice of such call was duly given to the member sued according to the provisions of these Articles and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of a debt due from the member to the Company.

Sums payable on allotment, deemed a call

52. Any sum which by the terms of allotment of a share is made payable upon allotment, or at any fixed date, shall for all purposes of these Articles be deemed to be a call duly made and payable on the date fixed for payment, and in case of nonpayment, the provisions of these Articles as to payment of interest and expenses, forfeiture and the like, and all other relevant provision of these Articles shall apply as if such sums were a call duly made and notified as hereby provided.

Payment of calls in advance

53. The Board may, if it thinks fit, receive from any member willing to advance the same, all or any part of the money due upon the shares held by him beyond the sums actually called for and upon the moneys so paid in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made the Company may pay interest at such rate as the member paying such sum in advance and the Board agree upon. Any amount paid up in advance of calls on any share shall not entitle the holder of the share to participate in respect thereof in a dividend subsequently declared.*

* Amended by Special Resolution of the Company passed on 7th December, 1990.

If call or instalment not paid notice may be given

- 13 -

during such time as the call or instalment or any part thereof, or any interest which shall have accrued thereon remains unpaid, serve a notice on such member or give notice to such member by advertisement (which shall be sufficient advertisement if published once in The Hong Kong Government Gazette and once in one of the daily newspapers circulating in Hong Kong) requiring such member to pay such call, or instalment or such part thereof as remains unpaid, together with interest at such rate not exceeding ten per cent. per annum as the Board thinks fit from the date when the call first became payable, and all expenses that may have accrued by reason of such non-payment.*

* Amended by Special Resolution of the Company passed on 7th December, 1990.

Name of members need not be given in notice

55. It shall not be necessary in the said notice if given by advertisement to mention the name of the members, but such notice shall mention the numbers of the shares in respect of which it is given.

Date and place for payment to be made

56. The notice shall name a day (not being less than ten days from the date of the notice) on or before which such call or such part as aforesaid and all interest and expenses that have accrued by reason of such non-payment are to be paid. The notice shall also name the place at which, and the person to whom payment is to be made, and shall state that in the event of non-payment at or before the time, and to the person and at the place appointed, the shares in respect of which such call was made, will be liable to be forfeited.

If notice not complied with, shares may be forfeited

Notice after forfeiture

1. (1) If the requisitions of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given, may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends, interim dividends declared in respect of the forfeited shares and not actually paid before the forfeiture and any moneys paid in advance of calls.
2. 1. A certificate in writing under the hands of two members of the Board and countersigned by the secretary stating that a share has been forfeited shall be conclusive evidence of such forfeiture
3. When any share shall have been so forfeited notice of the resolution shall be given to the member in whose name it stood immediately prior to the forfeiture or to the person entitled to the share by transmission, as the case may be, and an entry of the forfeiture with the date thereof, shall forthwith be made opposite the share in the Register: but the provisions of this Article are directory only, and no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make such entry as aforesaid

Power to annul forfeiture

59. Notwithstanding any such forfeiture as aforesaid the Board may at any time, before the forfeited share has been otherwise disposed of, permit the share forfeited to be redeemed upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it shall think fit.

Forfeited share to become property of the Company

60. Every share which shall be forfeited shall thereupon become the property of the Company, and may be cancelled, sold, re-allotted, or otherwise disposed of by the Board upon such terms and in such manner as the Board shall think fit.

Arrears to be paid notwithstanding forfeiture

61. Any member whose shares have been forfeited shall notwithstanding be liable to pay, and shall forthwith pay to the Company, all calls, instalments, interest and expenses owing upon in respect of such shares at the time of the forfeiture, together with interest thereon from the time of forfeiture until payment at the rate of ten per cent. per annum and the Directors may enforce the payment thereof if they think fit.*

Forfeiture of shares to extinguish claims on the Company

Shares and dividends subject to lien for debts due to the Company

* Amended by Special Resolution of the Company passed on 7th December, 1990

62. The forfeiture of a share shall involve the extinction at the time of the forfeiture of all interest in, and all claims and demands against the Company in respect of the share, and all other rights and liabilities incident to the share, between the member whose share has been forfeited and the Company except only such of those rights and liabilities as by these Articles are expressly saved.

Lien

63. The Company shall have a first and paramount lien upon all the shares (not being fully-paid shares) registered in the name of each member (whether solely or jointly with others), and upon the proceeds of sale thereof for his debts, liabilities, and engagements solely or jointly with any other person to or with the Company, whether the period for the payment, fulfilment or discharge thereof shall have actually arrived or not; and no equitable interest in any share shall be created except upon the footing or condition that Article 37 hereof is to have full effect; and such lien shall extend to all dividends from time to time declared in respect of such shares and to all moneys paid in advance of calls thereon. Unless otherwise agreed the registration of a transfer of shares shall operate as a waiver of the Company's lien (if any) on such shares.*

As to enforcing lien by sale

* Amended by Special Resolution of the Company passed on 7th December, 1990

64. (1) For the purpose of enforcing such lien the Board may sell the shares subject thereto in such manner as it thinks fit; but no sale shall be made until such time as the moneys are presently payable, and notice in writing stating the amount due and giving notice of intention to sell in default shall have been served on such member, or the person (if any) entitled by transmission to the shares, and default shall have been made in the payment, fulfilment or discharge of such debts, liabilities or engagements for seven clear days after such notice. The net proceeds of any such sale shall be applied in or towards satisfaction of the debts, liabilities or engagements aforesaid and the residue (if any), shall be paid to the member, or the person (if any) entitled by transmission to the shares.

Application of proceeds of sale

1. For the purposes of this Article, a statutory declaration in writing that the declarant is a Director of the Company and that the shares are being duly sold in accordance with the powers of the Company, shall as against all persons claiming to be entitled to such shares adversely to such sale be conclusive evidence of the facts therein stated, and such declarations together with a certificate of ownership of the

Power of board to cancel and re-allot shares

66. If at any time or times the Board having regard to the amount of business brought to the Company by any member or to any other consideration, shall in the exercise of its discretion consider that it would be for the benefit of the Company that all or any or either of the shares held by such member shall be withdrawn from him and re-allotted then, and so often as the same shall happen, the Board may cancel all or any or either of such shares and re-allot the same to some other person or persons who, upon accepting the same shall pay the Company the market value thereof on the day of acceptance and the Register shall be altered accordingly

Holders of cancelled share to be repaid, what

67. A member whose share is so cancelled aforesaid, shall after delivering to the secretary the certificate of such cancelled shares, receive in due course from the Company any share of profits that has accrued in respect of such share to the date of cancellation and the market value thereof on the day of cancellation after deducting any moneys that may be owing from such member to the Company, and the share of profits to be paid under this Article shall be ascertained by the Board as soon as may be after the result of the financial year in which such cancellation shall be made.

Cancellation to be noted

Register of

Transfers

Periods during which Register of Transfers may be closed

68. When the share certificate shall be delivered to the secretary, as in the last preceding Article mentioned he shall write upon it the fact that the shares therein mentioned have been cancelled with the date of such cancellation and shall then return it to the late holder of the cancelled shares who shall re-deliver it to the secretary on being paid the whole of the moneys payable to him in respect of the cancelled shares.

Transfer and Transmission of Shares

1. The Company shall keep a book to be called "The Register of Transfer" and therein shall be fairly and distinctly entered particulars of every transfer or transmission of any share.
2. The Register of Transfers and Register of Members may be closed during such time as the Board thinks fit not exceeding in the whole thirty days in each year or such longer period as allowed under the Ordinance.

The board may refuse to register

- 16 -

71. The Board may decline to register the transfer of a share (not being a fully paid share) to a person of whom they shall not approve, and they may also decline to register the transfer of a share on which the Company has a lien.*

No transfer to an infant, & c.

Company not affected by death of member of firm

* Amended by Special Resolution of the Company passed on 5th December, 1961.

1. No transfer shall be made to an infant or person of unsound mind.
2. (1) When a share shall be held by a firm the Company shall not be bound or affected by the death or retirement therefrom of any member thereof, but such share shall be deemed to belong to the firm as constituted for the time being.

Shares registered in tong name

Shares Standing in name of firm

1. In the case of a share or shares registered in the name of a tong the registered representative of the tong shall for all purposes so far as the Company are concerned be deemed to be the registered owner of such share or shares provided that he shall not be deemed to hold such share or shares for the purpose of qualifying as a director.
   74. When a share stands in the name of a firm the senior resident partner thereof in Hong Kong shall be deemed to be the owner of such share for all the purposes of the Company, but in case of the death of such partner such share shall not be deemed to belong to his executors or administrators or, in case of his separate bankruptcy such share shall not be deemed to belong to his assignee, but in either case such share, for all the purposes of the Company, shall be deemed to belong to his surviving or solvent partner, if but one, and to the senior of his surviving or solvent partners, if there shall be more than one such partner, subject nevertheless, in the event of the dissolution of such firm to the immediately following Article.*

On dissolution of firm

* Amended by Special Resolution of the Company passed on 7th December, 1990.

75. On the dissolution of any firm, holding any shares in the Company the person who shall, by virtue of the immediately preceding Article, be deemed to be the owner thereof, shall be deemed to be the person appointed by the members of the firm to liquidate and wind up the firm, but so far as regards liability of the holders of the shares in respect of such shares, each of the members of such firm, his executors or administrators, shall be liable to the Company.

Transmission of shares

76. In the case of the death of a member the survivor or survivors where the deceased was a joint holder and the executors or administrators of the deceased where he was a sole holder, shall be the only persons recognised by the Company as having any title to or interest in his shares, but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any shares jointly held by him.

As to transmission of deceased or bankrupt members shares

77. Any person becoming entitled to shares in consequence of the death or bankruptcy of any member, or by any lawful means other than by transfer in accordance with these articles, upon producing such evidence that he sustains the character in respect of which he proposes to act under this article or of his title, as the Board thinks sufficient, may, with the consent of the Board (which it shall not be under

Transmission clause

- 17 -

any obligation to give) be registered as a member in respect of such shares, or may, subject to the regulations as to transfers hereinbefore contained, transfer such shares. This article is herein referred to as "The Transmission Clause."

Execution of transfer

78. Shares in the Company shall be transferred only by such instrument and in such form as shall from time to time be prescribed or approved by the Board and need not be executed under seal. The instrument of transfer shall be signed both by the transferor and transferee, and the transferor shall be deemed to remain the holder of such shares until the name of the transferee is entered in the register of Members in respect thereof.

Transfer to be left at office and evidence of title given

79. Every instrument of transfer shall be left at the office for registrations accompanied by the certificate of shares to be transferred, and such other evidence as the Board may require to prove the title of the transferor, or his right to transfer the shares.

Scrip fees

80. A fee not exceeding two dollars together with the stamp duty if any, shall be payable in respect of every new certificate issued whether consequent on a transfer or on the splitting up of an existing certificate and shall if required by the Board be paid before the issue of the new certificate.*

Transferee to become member on registration of transfer

Certificate of transfer

1. When the instrument of transfer shall have been so registered, the transferee, (subject to the provisions of article 112) shall be and be deemed a member and he shall from the date of such registration be entitled to the same privileges and advantages, and be subject to the same liabilities in respect of his shares as the member from whom he derived his title.
2. Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him, and if any of the shares included in the certificate so given up shall be retained by the transferor a new certificate in respect thereof shall be issued to him. A fee not exceeding two dollars together with the stamp duty (if any) shall be payable in respect of every such new certificate.*

Board may withhold dividend until registration

* Amended by Special Resolution of the Company passed on 7th December, 1990

83. The Board may, if think fit, withhold the payment of any dividend, payable in respect of any share to which any person may be entitled by transmission, until such time as such person shall become the registered owner, or shall have effectually transferred such share, after which time such person, on becoming registered or transferred, shall receive such dividend.

Power to borrow

Conditions on which money may be borrowed

1. 84. (1) The Directors may from time to time at their discretion raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company.

2. The Directors may raise or secure the repayment of such sum or sums in such manner and upon such terms and conditions in all respects as they think fit and in

Assignment

- 18 -

particular by the issue of debentures or debenture stock of the Company charged upon all or any part of the property of the Company (both present and future) including its uncalled capital for the time being.

1. Debentures, debenture stock and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

Register of

Mortgages

Mortgage of uncalled capital

• 1. The Directors shall cause a proper register to be kept at the registered office in accordance with section 89 of the Ordinance of all mortgages and charges specifically affecting the property of the Company and shall duly comply with the requirements of section 80 of the Ordinance in regard to the registration of mortgages and charges therein specified and otherwise.*
• Amended by Special Resolution of the Company passed on 7th December, 1990.
• 1. If any uncalled capital of the Company is included in or charged by any mortgage or other security the Directors may by instrument under the Company's seal authorise the person in whose favour such mortgage or security is executed or any other person in trust for him to make calls on the members in respect of such uncalled capital and the provisions hereinbefore contained in regard to calls shall mutatis mutandis apply to calls made under such authority and such authority may be made exercisable either conditionally or unconditionally and either presently or contingently and either to the exclusion of the Directors' power or otherwise and shall be assignable if expressed so to be.

General meetings when to be held

85. A general meeting of the Company shall be held once in every year, at such time and place as the Board may from time to time determine. Such meetings shall be called the "Ordinary Yearly Meetings." All other meetings of the Company shall be called "Extraordinary Meetings."

Extraordinary meeting to be convened upon requisition of shareholders

Form of requisition for meeting

86. The Board may, at any time it thinks proper and it shall, on the requisition in writing of the holders of not less than one-tenth of the issued capital of the Company upon which all calls or other sums then due have been paid, forthwith proceed to convene an extraordinary meeting of the Company, and in case of such requisition the following provisions shall have effect:-

1. The requisition must state the objects of the meeting, and must be signed by the requisitionists and deposited at the registered office and may consist of several documents in like form, each signed by one or more

When requisitionists may call meeting

- 19 -

requisitionists. The meeting must be convened for the purposes specified in the requisition, and if convened otherwise than by the Board, for those purposes only.

1. In case the Board, for twenty-one days after such deposit, fails to convene an extraordinary meeting, the requisitionists, or a majority of them in value, may themselves convene the meeting for the purpose so specified but not for any other purpose; but any meeting so convened shall not be held after three months from the date of the deposit.*

As to omission to give notice

* Amended by Special Resolution of the Company passed on 7th December, 1990.

1. The omission to give any such notice to or the non-receipt of any such notice by any of the members shall not invalidate any resolution passed or proceeding had at any such meeting.
2. *

* Deleted by Special Resolution of the Company passed on 19th December, 1962.

Business of ordinary yearly meeting

Proceedings at General Meetings

90. The business of an ordinary yearly meeting shall be to receive and consider the Profit and Loss account, the Balance Sheet, and the reports of the Board and of the auditors, to elect Directors and other officers in the place of those retiring by rotation. To elect auditors, to declare dividends, and to transact any other business which under these articles ought to be transacted at any ordinary yearly meeting.

Quorum

92. Five members personally present shall be a quorum for an ordinary general meeting. No business shall be transacted at any general meeting unless the requisite quorum be present at the commencement of the business.

Chairman of general meeting

When if quorum not present, meeting to be dissolved and when to be adjourned

93. The chairman of the Company shall preside at every meeting but if there be no such chairman or if at any general meeting the chairman shall not be present within fifteen minutes after the time appointed for holding such meeting the deputy chairman of the Company as appointed by the Directors shall preside, and failing that, the members present shall choose another Director as chairman and if no Director be present, or if all the Directors present decline to take the chair, or if the chairman chosen shall retire from the chair then the members present in person and entitled to vote shall choose one of their own number to be chairman.*

* Amended by Special Resolution of the Company passed on 7th December, 1990.

94. If within half an hour from the time appointed for a meeting a quorum is not present, the meeting, if convened by or upon the requisition of members as hereinbefore provided, shall be dissolved if otherwise convened it shall stand adjourned to the same day in the next week, at the same time and place, and no notice of such adjournment need be given; and if at such adjourned meeting a quorum be not present those members who are present shall be a quorum and may transact the business for which the meeting was called.

Power to adjourn general meeting. Powers of adjourned meeting

95. The chairman of a general meeting may with the consent of the meeting adjourn the same from time to time and from place to place and at any adjourned general meeting, the members present in person or by proxy shall have power to decide upon all matters that could lawfully have been disposed of at the meeting from which the adjournment took place, but no business shall be transacted at any adjourned meeting other than the business not disposed of at the meeting from which the adjournment took place.

How question to be decided at meetings

What is to be evidence of the passing of a resolution where poll not demanded

1. Every question submitted to a general meeting shall be decided in the first instance by a show of hands of the members present in person and entitled to vote, unless a poll is required under the Listing Rules or is demanded as referred to in Article
2. of these Articles, in which case voting shall be taken by poll. In case of an equality of votes the chairman shall both on a show of hands and at the poll have a second or casting vote in addition to the vote or votes to which he may be entitled as a member.
   *

* Amended by Special Resolution of the Company passed on 11th December, 2009.

97. At any general meeting unless a poll is required under the Listing Rules or is demanded by the chairman of the meeting, or by at least four members, or by a member or members holding or representing by proxy or entitled to vote in respect of at least one-tenth part of the capital represented at the meeting, a declaration by the chairman

Poll

In what case poll taken without adjournment

Business may proceed notwithstanding demand for poll

Proceedings and resolution at meeting to be binding

Votes of members

Votes of members

that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority, and an entry to that effect in the Minute Book of the Company shall be conclusive evidence of the fact without proof of the number, proportion or validity of the votes recorded in favour of or against such resolution.*

* Amended by Special Resolution of the Company passed on 11th December, 2009.

98. If a poll is duly required or demanded it shall be taken either at once or after an interval or adjournment, and generally in such manner and at such time and place as the chairman presiding at the meeting at which the poll is required or demanded shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was required or demanded. The demand for a poll may be withdrawn.*

* Amended by Special Resolution of the Company passed on 11th December, 2009.

99. If a poll shall be duly required or demanded on the election of a chairman of a meeting or on any question of adjournment it shall be taken at the meeting and without adjournment.*

* Amended by Special Resolution of the Company passed on 11th December, 2009.

1. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
2. The proceedings at any meeting duly called and constituted, and all resolutions and decisions of such meeting shall be valid and binding on the Company.

Votes of Members

102. (1) When shares are held in the name of a public company or corporation the secretary, manager or agent of such public company or corporation shall be entitled to vote for such public company or corporation, as the case may be, but so that only one person shall vote in respect of any such company or corporation.*

• Amended by Special Resolutions of the Company passed on 19th December, 1962 and 24th May, 1999 respectively.
• 1. On a show of hands every member present in person and qualified to vote shall have one vote and upon a poll every member present in person or by proxy shall have one vote in respect of each share held by him.

Representation of corporation

103. Where a public company or corporation being a member and entitled to vote is present by a duly authorised representative who is not a member such representative shall be entitled to exercise the same powers on behalf of such public company or corporation as if he were an individual member of the Company.

103A. Where a shareholder is a recognized clearing house (within the meaning of the Securities and Futures Ordinance (Chapter 571) of the Laws of Hong Kong) or its nominee(s), it may authorise such person or persons as it thinks fit to act as its representative(s) or proxy(ies) at any shareholders' meetings provided that, if more than one person is so authorised, the authorisation or proxy form must specify the number of shares in respect of which each such person is so authorised. The person so authorised will be deemed to have been duly authorised without the need of producing

Votes in respect of deceased and bankrupt members

Joint holders

any documents of title, notarised authorisation and/or further evidence for substantiating the facts that it is duly authorised and will be entitled to exercise the same power on behalf of the recognized clearing house as that clearing house or its nominee(s) could exercise if it were an individual shareholder of the Company. *

* Amended by Special Resolution of the Company passed on 12th December, 2008.

1. Any person entitled under "The Transmission Clause" (supra clause 77) to transfer any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight hours at least before the time for holding the meeting or adjourned meeting as the case may be at which he proposes to vote, he shall satisfy the Board of his right to transfer such shares, unless the Board shall have previously admitted his right to vote at such meeting in respect thereof.
2. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, and if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present in person or by proxy, whose name stands first on the Register of Members in respect of such share, shall alone be entitled to vote in respect thereof. The executors or administrators of a deceased member in whose name any share stands shall for the purposes of this article be deemed joint holders thereof.

Lunatics, & c. how to vote

106. Any member becoming a lunatic, or non compos mentis, may vote by his committee, judicial factor curator bonis or other legal guardian, and any of such persons may vote either personally or by proxy.

Proxies

Execution of instrument of proxy

Deposit of proxy and its duration

1. Votes may be given either personally or by proxy.
2. The instrument appointing a proxy, shall be in writing under the hand of the appointor or of his attorney duly authorised or, if such appointor is a corporation, under the hand of some officer, attorney or other person duly authorised in that behalf or under its common seal. A proxy need not be a member of the Company.*

* Amended by Special Resolutions of the Company passed on 7th December, 1990 and 24th May, 1999 respectively

109. The instrument appointing a proxy, and the power of attorney (if any) under which it is signed, shall be deposited at the head office not less than forty-eight hours before the time for holding the meeting or adjourned meeting, as the case may be, at which the person named in such instrument proposes to vote; otherwise the person so named shall not be entitled to vote in respect thereof. No instrument appointing a proxy shall be valid after the expiration of twelve months after the date of its execution.

Appointment of attorney

111. (1) Any member whose address on the Register of Members shall not be in Hong Kong shall be entitled to appoint by power of attorney some person, whether a

Constitution of Board

Quorum

- 24 -

115. The number of Directors shall not be less than five nor more than nine. *

* Amended by Special Resolutions of the Company passed on 28th December, 1974 and 17th December, 1998 respectively

116. Three Directors present at a Board meeting shall form a quorum until otherwise determined by the Board.

Board may fill vacancies

117. The Board shall have power at any time, and from time to time, to appoint any qualified person as a Director either to fill a casual vacancy, or as an addition to the Board, but so that the total number of Directors shall not at any time exceed the maximum number fixed as above and so that no appointment under this clause shall have effect unless two-thirds at least of the Directors concur therein. But any Director so appointed by the Board shall hold office only until the next ordinary meeting of the Company but shall then be eligible for re-election at that meeting.

Qualification of directors. When to be obtained

118. No person shall be eligible to the office of Director unless he be a member holding at the least five hundred shares in his own right in the Company. A first Director may act before acquiring his qualification, but shall in any case acquire the same within one month from his appointment.*

Remuneration of directors

* Amended by Special Resolutions of the Company passed on 30th July, 1975 and 17th December, 1998 respectively.

1. 119. (1) The Directors shall be entitled to receive remuneration by way of fees for their services such sum as the Board shall from time to time determine (not exceeding such aggregate sum as the Company in general meeting shall from time to time authorise) such sum, unless otherwise directed by the resolution by which it is voted, to be divided amongst the Directors in such proportions and in such manner as the Board may agree and, failing agreement, equally except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. The foregoing provisions shall not apply to a Director who holds any salaried employment or office in the Company except in the case of sums paid in respect of Directors' fees.

2. The Directors shall also be entitled to be repaid all travelling, hotel and other expenses reasonably incurred by them respectively in or about the performance of their duties as Directors, including their expenses of travelling to and from Board meetings, committee meetings, general meetings or separate meetings of the holders of any class of shares or debentures of the Company or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors.
3. If by arrangement with the Board any Director goes or resides outside the jurisdiction in which he normally resides for any purposes of the Company or performs any services which in the opinion of the Board go beyond his ordinary duties as a Director, the Board may pay him special remuneration as the Board may determine in addition to any fees or ordinary remuneration as a Director, and such special remuneration may be made available by lump sum or by way of salary, commission, participation in profits or otherwise as may be arranged.

When candidate for offices of directors must give notice

* Amended by Special Resolution of the Company passed on 7th December, 1990.

125. No person not being a Director retiring at a meeting shall, unless recommended by the Board for election, be eligible for election for the office of Director at any general meeting unless no earlier than the day after the despatch of the notice of the meeting appointed for such election and not less than seven clear days before the day appointed for the meeting there has been left at the head office notice in writing by some member duly qualified to be present and vote at the meeting for which such notice is given of his intention to propose such person for election, and also notice in writing signed by the person to be proposed of his willingness to be elected, and subject to such person being eligible under article 118.*

* Amended by Special Resolutions of the Company passed on 5th December, 1961 and 26th November , 2004 respectively.

Retiring directors to remain in office till successors appointed

126. *

* Deleted by Special Resolution of the Company passed on 7th December, 1990.

127. If at any meeting at which an election of Directors ought to take place, the places of the retiring Directors are not filled up, the retiring Directors or such of them as have not had their places filled up, shall be deemed to have been re-elected, and shall if willing, continue in office until the next ordinary yearly meeting and so on from year to year until their places are filled up.*

Power to remove director by ordinary resolution

* Amended by Special Resolution of the Company passed on 7th December, 1990.

128. *

* Article 128 deleted by Special Resolution of the Company passed on 17th December, 1998.

129. The Company may by Ordinary Resolution remove any Director before the expiration of his period of office and by a like resolution appoint another person in his stead. The person so appointed shall hold office so long only as the Director in whose place he is appointed would have held the same if he had not been removed.*

Vacancy of director and how filled

Acts of board

Meetings of director, quorum,

• Amended by Special Resolutions of the Company passed on 5th December, 1961, 7th December, 1990 and 26th November , 2004 respectively.

130. Any casual vacancy occurring among the members of the Board may be filled up by the Board, but any person so chosen, shall retain his office so long as the vacating Director would have retained the same if no vacancy had occurred, and in the case of temporary absence of a Director he shall resume his seat on the Board upon his return to Hong Kong.*

* Amended by Special Resolution of the Company passed on 7th December, 1990.

131. The acts of the Board shall, notwithstanding any vacancy in the Board, or any defect in the appointment of any member of the Board, be as valid as if no such vacancy or defect had existed, and as if every such person had been duly appointed; provided that same be done before the discovery of such defect.

Proceedings of the Directors

132. The Board shall meet together for the despatch of business and may adjourn and otherwise regulate its meetings and proceedings as it thinks fit. A Director interested

& c.

Director may summon meeting

- 29 -

is to be counted in a quorum notwithstanding his interest. It shall not be necessary to give notice of a meeting of the Board to any member of the Board who is not in Hong Kong.*

* Amended by Special Resolution of the Company passed on 24th May, 1999.

133. Two Directors or the Managing Director may at any time, and the secretary shall upon the request in writing of two Directors, or the Managing Director convene a meeting of the Board by a notice served upon each member of the Board.

How questions to be decided

134. Questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of an equality of votes the chairman of the meeting shall have a second or casting vote.

Chairman

Who to preside at meeting of board

1. The first Chairman shall be appointed by the Board. The Successor to the first Chairman shall also be appointed by the Board.
2. The Chairman shall always preside at every meeting of the Board, but if he be absent, the Directors present shall elect one of their number to be Chairman of such meeting, and the Director so elected shall preside at such meeting accordingly.

Powers of meeting

137. A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Articles for the time being vested in or exercisable by the Board generally.

137A. A Director may participate in a meeting of the Board and be counted in the quorum by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other.*

Powers of quorum of board in certain cases

Power to appoint committees and to delegate

* Amended by Special Resolution of the Company passed on 24th May, 1999

1. The powers or functions of the Board shall not cease or be suspended so long as the Board consists of a sufficient number of Directors to form a quorum, although the number of Directors has from any cause whatever fallen below the prescribed lowest number of Directors.
2. The Directors may delegate any of their powers to Committees consisting of such member or members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Directors.

Proceedings of committee

Validity of proceedings notwithstanding defective appointment

1. The meetings and proceedings of any such committee consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors so far as the same are applicable thereto and are not superseded by any regulations made by the Directors under the last preceding clause.
2. All acts done at any meeting of the board or by a committee of directors or by any person acting as a director shall notwithstanding it shall afterwards be discovered that there was some defect in the appointment of such directors or persons acting as

Minutes to be made

Minutes

142. (1) The board shall cause minutes to be duly entered in a book provided for the purpose:-

1. *
2. Of the names of the directors present at each meeting of directors and of committees of directors
3. Of all orders made by the board.
4. Of all resolutions passed and proceedings had by and at all meetings of the directors and committees of directors.

Board to have general control of business

Powers of the Board

143. The board shall, in addition to the powers and authorities by the Ordinances or by these articles expressly conferred upon it, have the entire management of and superintendence over the business and affairs of the Company and in every case not provided for, or not adequately provided for by the Ordinances or by these articles or by any bye-laws, rules or regulations from time to time made by the Company in general meeting, shall have full power to regulate its own procedure and the mode of conducting the business of the Company and the board, in addition to the powers and authorities by the Ordinances and by these articles expressly conferred upon it, may exercise all such powers, give all such consents, make all such arrangements, and generally do all such acts and things as may be exercised or done by the Company, and are not by the Ordinances or by these articles directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Ordinances and of these articles and to any regulations, not being inconsistent with

To accept surrender

To appoint trustee

persons to be the attorneys or agents of the Company with such powers (including power to sub-delegate) and upon such terms as it may think fit.

1. To accept from any member, on such terms and conditions as shall be agreed, a surrender of his shares or stock or any part thereof.
2. To appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Company, any property belonging to the Company, or in which it is interested, or for any other purpose, and to execute and do all such deeds and things as may be requisite in relation to any such trust, and to provide for the remuneration of such trustee or trustees.

To enter into arrangement for mutual concession

To bring and defend actions, etc.

1. To enter into any arrangement with any company, firm, or person carrying on any business similar to that of this Company for mutual concessions, or for any joint working or combination, or for any restriction upon competition, or for any pooling of business, or profits that may seem desirable, and carry the same into effect.
2. To institute, conduct, defend, compound, abandon or compromise any legal or other proceedings and claims whatsoever, by or against the Company, or its officers, or otherwise concerning the affairs of the Company, and also compound, or allow time for payment or satisfaction of any debts due to, or of any claims or demands by or against the Company.

To refer claims to arbitration

To give receipts

1. To refer any claims or demands by or against the Company to arbitration and observe and perform the awards.
2. To make and give receipts, releases and other discharges for money payable to the Company, and for the claims and demands of the Company.

To determine who shall give receipts, etc.

To employ agents

1. To determine who shall be entitled to accept, endorse, sign and execute on the Company's behalf, bills of exchange, promissory notes, bills of lading, dividend warrants, debentures, receipts, acceptances, indorsements, cheques, releases, contracts, and documents.
2. To employ such agents or brokers and persons as it may think necessary for furthering the interests of the Company and pay them such salaries, commissions or other remuneration as it may deem reasonable.

To invest the moneys of the Company

1. To invest and deal with any of the moneys of the Company not immediately required for the purposes thereof, upon such securities and investments (not being shares or debentures of this Company) and in such manner as it may think fit and from time to time vary or realize such securities and investments.

To execute mortgages to secure liabilities

1. To execute in the name and on behalf of the Company in favour of any director or other persons who may incur or be about to incur any personal liability for the benefit of the Company, such mortgages of the Company's property both present and future, including its uncalled capital as it may think fit and any such mortgage may

To establish a reserve fund

To give percentages

May make bye- laws

May sell Company's property and rights

May make contracts, etc.

Directors to provide for management

Local Boards or Agencies

- 33 -

contain a power of sale and such other powers, covenants and provisions as shall be agreed on.

• 1. Subject in all respects to the provisions of Article 156 to set aside, out of the profits of the Company, such sums as it may think proper as a reserve fund to meet contingencies or for equalizing dividends or special dividends or for repairing, improving or maintaining any of the property of the Company and for such other purposes as it shall, in its absolute discretion, think conducive to the interests of the Company and to invest the several sums so set aside upon such investments (other than shares of the Company) as it may think fit and from time to time to deal with and vary such investments and dispose of all or any part thereof for the benefit of the Company and to divide the reserve fund into such special funds as it may think fit with full power to employ the assets constituting the reserve fund in the business of the Company, and that without being bound to keep the same separate from the other assets.*
• Amended by Special Resolutions of the Company passed on 2nd March 2020.
• 1. To give to any person employed by the Company a commission on the profits of any particular business or transaction, and such commission shall be treated as part of the working expenses of the Company.
  2. From time to time make, vary and repeal bye-laws for the regulation of the business of the Company, its officers and servants.
  3. To sell, improve, manage, exchange, lease, let, mortgage, or turn to account, all or any parts or part of the land, property, rights and privileges of the Company.
  4. To enter into all such negotiations and contracts, and rescind and vary all such contracts, and execute and do all such acts, deeds, and things in the name and on behalf of the Company as it may consider expedient for or in relation to any of the matters aforesaid or otherwise howsoever for the purposes of the Company.

Local Management

1. The directors may from time to time provide for the management and transaction of the affairs of the Company in Hong Kong and in any specified locality whether in Hong Kong or abroad in such manner as they think fit, and the provisions contained in the next article shall be without prejudice to the general powers conferred by this article.
2. (1) The directors from time to time and at any time may appoint and establish any "Local Board or Agencies" which shall consist of not less than two members for managing any of the affairs of the Company in any such specified locality, and may appoint any persons to be members of such local board or any managers, or agents, and may fix their remuneration.*

Register of Directors

- 34 -

• 1. The members of such local board in any such specified locality shall have and exercise such powers and authorities only as are vested in them by the directors of the Company.
  2. The directors of the Company from time to time and at any time may delegate to any persons so appointed any of the powers, authorities and discretions for the time being vested in the directors of the Company other than their power to make calls, and may authorise the members of such local board for the time being or any of them to fill up any vacancies in their body, and to act notwithstanding vacancies, and any such appointment or delegation may be made on such terms and subject to such conditions as the directors of the Company think fit, and the directors of the Company may at any time remove any person so appointed and may annul or vary any such delegation.
  3. The directors of the Company may at any time and from time to time, by power of attorney under the seal appoint any person or persons to be the attorney or attorneys of the Company for such purposes and with such powers, authorities, and discretions (not exceeding those vested in or exercisable by the directors under these articles), and for such period and subject to such conditions as the directors may from time to time think fit, and any such appointment may (if the directors think fit) be made in favour of the members, or any of the members of any local board established as aforesaid, or in favour of any company, or of the members, directors, nominees, or managers of any company or firm, or otherwise in favour of any fluctuating body of persons, whether nominated directly or indirectly by the directors, and any such power of attorney may contain such powers for the protection or convenience of persons dealing with such attorneys as the directors may think fit.
  4. The number of members of such local board shall not be less than two.*
• Amended by Special Resolution of the Company passed on 24th May, 1999.
• 1. Any such delegates or attorneys as aforesaid may be authorised by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in them.
  2. The Company may exercise the powers conferred by sections 34 and 35 of the Ordinance and such powers shall accordingly be vested in the directors.*
• Amended by Special Resolution of the Company passed on 19th December, 1962.
• 1. The directors may comply with the requirements of any local law which in their opinion it shall in the interest of the Company be necessary or expedient to comply with.

Register of Directors

147. The Company shall comply with the provisions of section 158 of the Ordinance.*

Seal not to be used except under authority of the board

Seal

148. The Directors shall provide for the safe custody of the common seal of the Company. The common seal shall not be affixed to any instrument except by the authority of a Resolution of the Board and in the presence of two Directors and the Secretary or some other person whether or not a director, authorised or appointed by the Board and such Directors and the Secretary or other person shall sign every instrument to which the common seal of the Company is so affixed in their presence. Every certificate of shares or other securities of the Company may be issued under the common seal provided that, with the authority of a resolution of the Board such certificates of shares or other securities may be issued under the common seal but with such signatures affixed by means of some method or system of mechanical signature.*

* Amended by Special Resolutions of the Company passed on 28th December, 1972 and 24th May, 1999 respectively.

148A. The Company may have a securities seal for sealing certificates of shares or other securities issued by the Company as permitted by section 73A of the Ordinance

Execution of deeds by attorney

149. The Company may, by writing under its seal, empower any person, either generally or in respect of any specified matters, as its attorney, to execute deeds and instruments on its behalf in any place not situate within Hong Kong and every deed signed by such attorney, on behalf of the Company, and under his seal shall bind the Company, and have the same effect as if it were under the seal of the Company.*

General management

First managing Directors and qualification

Managing Directors

150. The Board may from time to time entrust to and confer upon the Managing Director or the Assistant Managing Director all or any of the powers of the Board that it may think fit provided that the exercise of such powers shall be subject to such restrictions as the Board may from time to time impose, and the said powers may at any time be withdrawn, varied or revoked, but no person dealing in good faith and without notice of such withdrawal, revocation or variation shall be affected thereby.*

* Amended by Special Resolution of the Company passed on 2nd March 2020.

151. The first Managing Director shall be the said Ngan Shing Kwan and the first Assistant Managing Director the said Wong Yiu Nam and they shall hold office so long as they shall be qualified under Article 118 to be a Director.*

Filling up vacancies

- 36 -

152. The Board may on a vacancy occurring appoint a Managing Director or Assistant Managing Director from amongst their number on such terms and conditions as they see fit.

Powers joint except certain events

153. The powers of the Managing Director shall be exercisable by the Assistant Managing Director in the absence of the Managing Director or if for any other reason he is not able to attend to the business of the Company.

Bonus

Disposition of profits

Dividends, Bonus and Reserve Fund

155. *

* Deleted by Special Resolution of the Company passed on 2nd March 2020.

156A. Subject as aforesaid, the profits of the Company which it shall from time to time be determined to divide in respect of any year shall be divided amongst the members in proportion to the capital paid up on the shares held by them respectively.*

* Amended by Special Resolution of the Company passed on 5th December, 1961.

156B. The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves, which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time to time think fit. The Directors may also without placing the same to reserve carry forward any profits which they may think prudent not to divide.*

Dividends not to be paid out of capital

* Amended by Special Resolution of the Company passed on 5th December, 1961

157. No dividend shall be payable except out of the profits of the Company and the declaration of the board as to the amount available for dividend shall be conclusive.

157A. With the sanction of a General Meeting, any dividend may be paid wholly or in part by the distribution of specific assets and in particular of paid-up shares or debentures of any other company or in any one or more of such ways. Where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed, in order

Debts may be deducted

- 37 -

to adjust the rights of all members, and may vest any such specific assets in trustees upon trust for the members entitled to the dividend as may seem expedient to the Directors.*

* Amended by Special Resolution of the Company passed on 30th July, 1975.

158. The board may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities, or engagements in respect of which the lien exists.

Dividend not to carry interest

Bonus may be set off against calls

Effect of transfer

1. No dividend shall carry interest as against the Company.
2. (1) Any General Meeting at which a dividend or bonus is declared or sanctioned may make a call on the members of such amount as the meeting fixes but so that the call on each member shall not exceed the dividend or bonus payable to him and so that notwithstanding the provisions of Articles 42, 43 and 45 the call may be made payable at the same time as the dividend, and/or bonus and the dividend and/or bonus may if so arranged between the Company and the member be set off against the call. The making of a call under this Article shall be deemed ordinary business of an Ordinary General Meeting which declares a dividend.
3. 1. After any resolution has been passed under the provisions of paragraph
      (1) of this Article, the Board may arrange on behalf of the Company for the dividend or bonus to be set off against the call by authorizing any person on behalf of members from whom such call is due to enter into an Agreement with the Company providing for such dividend or bonus to be set off against such call, and Agreement made under such authority shall be effective.
4. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer.

Retention in certain cases

163. The board may retain the dividends payable upon shares in respect of which any person is under the Transmission Clause (article 77) entitled to become a member, or is entitled to transfer until such person shall become a member in respect thereof or shall duly transfer the same.

Payments to joint holders

164. Any one of several persons who are registered as joint holders of any share, may give effectual receipts for all dividends and payments on account of dividends in respect of such share.

Annual returns

Accounts to be kept

Where accounts to be kept

- 39 -

existing shares, and any agreement made under such authority shall be effective and binding on all such members.*

* Amended by Special Resolution of the Company passed on 5th December, 1961.

Annual Returns

168. The Company shall make the requisite annual returns in accordance with Section 107 of the Ordinance.*

* Amended by Special Resolutions of the Company passed on 19th December, 1962 and 7th December, 1990 respectively.

Accounts

1. The Directors shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company, and of all other matters necessary for showing the true state and condition of the Company.
2. The Company shall comply with the provisions of section 121 of the Ordinance.*

* Amended by Special Resolution of the Company passed on 19th December, 1962.

171. The books of account shall be kept at the head office or at such other place or places as the Directors think fit and shall always be open to the inspection of the Directors.

Inspection by members

172. The Directors shall from time to time determine whether and to what extent, and at what times and places, and under what conditions or regulations, the accounts and books of the Company, or any of them, shall be open to the inspection of the members not being Directors and no member not being a Director shall have any right of inspecting any account or book or document of the Company, except as conferred by the Ordinance or authorized by the Directors or by resolution of the Company in general meeting.

Annual account and balance sheet

173. Once at least in every year, the Directors shall lay before the Company in general meeting a duly audited profit and loss account for the period since the preceding account or, (in the case of the first account) since the incorporation of the Company made up to a date not more than six months before such meeting.

Yearly report of directors

174. A balance sheet shall be made out in every year and laid before the Company in general meeting made up to a date not more than six months before such meeting. The balance sheet shall be accompanied by a report of the Directors as to the state of the Company's affairs the amount which they recommend to be paid out of the profits by way of dividend or bonus to the members, and the amount (if any) which they propose to carry to the reserve fund, according to the provisions in that behalf hereinbefore contained; and the account, report, and balance sheet shall be signed by two Directors and countersigned by the secretary or other person appointed by the Board. A printed copy of such account, balance sheet and report shall, at least 21 days previously to the

Right and duties of auditors

When accounts to be deemed finally settled

1. 178. (1) Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.

2. The auditors shall make a report to the members on the accounts examined by them and on every balance sheet laid before the Company in general meeting during their tenure of office and the report shall state:-
3. 1. Whether or not they have obtained all the information and explanation they have required; and
   2. Whether in their opinion the balance sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the state of the Company's affairs according to the best of their information and the explanation given to them and as shown by the books of the Company.
4. The balance sheet shall be signed on behalf of the Board by two of the Directors of the Company and the auditors' report shall be attached to the balance sheet or there shall be inserted at the foot of the balance sheet a reference to the report and the report shall be read before the Company in general meeting and shall be open to inspection by any member.*

* Amended by Special Resolution of the Company passed on 19th December, 1962.

179. Every accounts of the Directors when audited and approved by a general meeting shall be conclusive except as regards any error discovered therein within three months next after the approval thereof. Whenever any such error is discovered within that period the accounts shall forthwith be corrected and thenceforth shall be conclusive.

Notices where no address

• Deleted by Special Resolution of the Company passed on 7th December, 1990.

182. As regards those members who have no registered place of address a notice posted up in the head office shall be deemed to be well served on them at the expiration of twenty-four hours after it is so posted up.

Notices by members how forwarded

Advertisements

Notices to joint holders

- 42 -

1. All notices to be given on the part of the members shall be left at or sent through the post to the registered office of the Company.
2. Subject to the provisions of these articles all notices which may be given by advertisement shall be by paid advertisement in English in at least one daily English language newspaper and in Chinese in at least one daily Chinese language newspaper in Hong Kong and for such period as the Directors shall think fit.*

* Amended by Special Resolution of the Company passed on 7th December, 1990.

185. All notices shall with respect to any registered shares to which persons are jointly entitled be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.

When notice by post deemed to be served

186. Any notice sent by post shall be deemed to have been served on the day following that on which the envelope or wrapper containing the same is put into a Post Office situated within Hong Kong, and in proving such service it shall be sufficient to prove that the envelope, or wrapper containing the notice was properly prepaid, addressed, and put into such Post Office, and a certificate in writing signed by the Managing Director or by the secretary or other person appointed by the Board that the envelope or wrapper containing the notice was so addressed and put into such Post Office shall be conclusive evidence thereof.*

Transferees, etc., bound by prior notice

* Amended by Special Resolution of the Company passed on 7th December, 1990.

187. Every person who by operation of law, transfer, transmission, or other means whatsoever, shall become entitled to any share shall be bound by every notice in respect of such share which, previously to his name and address being entered upon the Register of Members shall have been given to the person from whom he derives his title to such share.

Notice valid though member deceased

188. Any notice or document delivered or sent by post to or left at the registered address of any member in pursuance of these articles, shall, notwithstanding such member be then deceased, and whether or not the Company have notice of his decease, be deemed to have been duly served in respect of any registered shares whether held solely or jointly with other persons by such member, until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all the purposes of these articles be deemed a sufficient service of such notice or document on his heirs, executors or administrators, and all persons (if any) jointly interested with him in such shares.

How notice to be signed

How time to be counted

1. The signature to any notice to be given by the Company may be in writing or printed.
2. When a given number of days' notice or notice extending over any other period is required to be given, the day of service shall, unless it is otherwise provided be counted in such number of days or other period.

Winding-up

Bad or doubtful debts may be sold

191. It shall be lawful for the liquidators to declare any bad or doubtful debts to be irrecoverable, and to sell to any person, not being a Director any claims or demands upon the estates of bankrupts and other persons, or upon the assets of deceased persons, if any such claims or demands are not immediately recoverable.

Distribution of assets

192. If the Company shall be wound up and the assets available for distribution amongst the members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding-up, on the shares held by them respectively. And if in a winding-up the assets available for distribution amongst the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding-up, the excess shall be distributed amongst the members in proportion to the capital at the commencement of the winding-up paid up or which ought to have been paid up on the shares held by them respectively; but this clause is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

Distribution of assets in specie

1. 193. (1) If the Company shall be wound up whether voluntarily or otherwise the liquidators may with the sanction of special resolution divide among the contributories in specie or kind any part of the assets of the Company and may with the like sanction vest any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories or any of them as the liquidators with the like sanction shall think fit.*

2. If thought expedient any such division may be otherwise than in accordance with the legal right of the contributories (except where unalterably fixed by the Memorandum of Association) and in particular any class may be given preferential or special rights or may be excluded altogether or in part; but in case any division otherwise than in accordance with the legal rights of the contributories shall be determined on any contributory who would be prejudiced thereby shall have a right to dissent and ancillary rights as if such determination were a special resolution passed pursuant to section 185 of the Ordinances.
3. In case any of the shares to be divided as aforesaid involve a liability to calls or otherwise any person entitled under such division to any of the said shares may within ten days after the passing of the special resolution by notice in writing direct the liquidator to sell his proportion and pay him the net proceeds and the liquidator shall if practicable act accordingly.*

Indemnity

Indemnity

1. 195. (1) Every Director, Manager, Secretary, and other officer or servant of the Company shall be indemnified by the Company against and it shall be the duty of the Directors out of the funds of the Company to pay all costs, losses and expenses which any such officer or servant may incur or become liable for by reason of any contract entered into or any act or thing done by him as such officer or servant or in any way in discharge of his duties including travelling expenses and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company and have priority as between the members over all other claims.

2. The Company may indemnify any Director, manager, Secretary or other officer of the Company, against any liability incurred by him:-
3. 1. in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted; or
   2. in connection with any application under section 358 of the Companies Ordinance in which relief is granted to him by the court.
4. The Company may purchase and maintain for any Director, manager, Secretary or other officer of the Company:-
5. 1. insurance against any liability to the Company, a related company or any other party in respect of any negligence, default, breach of duty or breach of trust (save for fraud) of which he may be guilty in relation to the Company or a related company; and
   2. insurance against any liability incurred by him in defending any proceedings, whether civil or criminal, taken against him for any negligence, default, breach of duty or breach of trust (including fraud) of which he may be guilty in relation to the Company or a related company.