CITIC Resources : PROPOSALS FOR GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS, CHANGE OF AUDITOR, ADOPTION OF NEW BYE-LAWS, AND NOTICE OF ANNUAL GENERAL MEETING

"Annual General Meeting"

the annual general meeting of the Company to be held at Bauhinia

Room I-III, 4th Floor, Marco Polo Hongkong Hotel, 3 Canton Road,

Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Friday,

18 June 2021 at 3:00 p.m.

"Board"

the board of Directors

"China"

the People's Republic of China

"CITIC Group"

中國中信集團有限公司 (CITIC Group Corporation), a wholly

state-owned company established in China

"Companies Act"

the Companies Act 1981 of the laws of Bermuda, as amended from

time to time

"Company"

CITIC Resources Holdings Limited, a company incorporated in

Bermuda, the shares of which are listed on the Stock Exchange

"Directors"

the directors of the Company

"Existing Bye-laws"

the existing bye-laws of the Company adopted on 28 June 2013

"Group"

the Company and its subsidiaries

"Hong Kong"

the Hong Kong Special Administrative Region of the People's

Republic of China

"Latest Practicable Date"

31 March 2021, being the latest practicable date prior to the printing

of this circular for the purpose of ascertaining certain information

contained in this circular

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange

"New Bye-laws"

the Existing Bye-laws, as amended by the Proposed Amendments

set out in Appendix III to this circular and which shall replace the

Existing Bye-laws in their entirety, proposed to be adopted by the

Shareholders with effect from the passing of the relevant special

resolution

"Nomination and Diversity

a nomination and diversity policy which sets out the criteria and

  Policy"

procedures to be used for the selection, appointment and re-election

of candidates to achieve diversity on the Board

DEFINITIONS

"Proposed Amendments"

the proposed amendments to the Existing Bye-laws, the details of

which are set out in Appendix III to this circular, to be effected by the

adoption of the New Bye-laws which shall replace the Existing Bye-

laws in their entirety

"Repurchase Mandate"

a general mandate granted for the Directors to exercise the powers

of the Company during the period as set out in the Repurchase

Resolution to repurchase Shares up to a maximum of 10% of the

number of issued shares of the Company as at the date of passing of

the Repurchase Resolution pursuant to and in accordance with the

Repurchase Resolution

"Repurchase Proposal"

the proposal to grant the Repurchase Mandate

"Repurchase Resolution"

the proposed ordinary resolution No. 4A set out in the notice of the

Annual General Meeting contained in this circular in respect of the

Repurchase Proposal

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the Laws of

Hong Kong)

"Share(s)"

ordinary share(s) of HK$0.05 each in the share capital of the

Company

"Shareholders"

holders of the Shares

"Share Repurchase Rules"

the relevant rules set out in the Listing Rules to regulate the

repurchase by companies with a primary listing on the Stock

Exchange of their own securities on the Stock Exchange

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Code"

the Code on Takeovers and Mergers of Hong Kong

"HK$"

Hong Kong dollar, the lawful currency of Hong Kong

"%"

per cent.

Executive Directors:

Registered Office:

Mr. SUN Yufeng (Chairman)

Clarendon House

Mr. SUO Zhengang

2 Church Street

  (Vice Chairman and Chief Executive Officer)

Hamilton HM 11

Mr. SUN Yang (Vice Chairman)

Bermuda

Non-executive Director:

Head Office and

Mr. CHAN Kin

Principal Place of Business:

Independent Non-executive Directors:

Suites 6701-02 & 08B, 67/F

International Commerce Centre

Mr. FAN Ren Da, Anthony

1 Austin Road West, Kowloon

Mr. GAO Pei Ji

Hong Kong

Mr. LOOK Andrew

12 April 2021

To Shareholders

Dear Sir or Madam,

APPENDIX I

EXPLANATORY STATEMENT

APPENDIX I

EXPLANATORY STATEMENT

APPENDIX I

EXPLANATORY STATEMENT

Share price (HK$)

Highest

Lowest

2020 March

0.450

0.250

April

0.315

0.245

May

0.275

0.240

June

0.275

0.240

July

0.435

0.250

August

0.330

0.275

September

0.300

0.260

October

0.380

0.248

November

0.325

0.265

December

0.320

0.280

2021 January

0.330

0.290

February

0.520

0.290

March (up to and including the Latest Practicable Date)

0.410

0.320

APPENDIX I

EXPLANATORY STATEMENT

APPENDIX II

DETAILS OF DIRECTORS TO BE RE-ELECTED

APPENDIX II

DETAILS OF DIRECTORS TO BE RE-ELECTED

APPENDIX II

DETAILS OF DIRECTORS TO BE RE-ELECTED

APPENDIX II

DETAILS OF DIRECTORS TO BE RE-ELECTED

Current in force

Proposed to be amended as

No.

Bye-laws

No.

Bye-laws

1.

In these Bye-laws, unless the context otherwise

1.

In these Bye-laws, unless the context otherwise

requires, the words standing in the first column

requires, the words standing in the first column

of the following table shall bear the meaning set

of the following table shall bear the meaning set

opposite them respectively in the second column.

opposite them respectively in the second column.

WORD

MEANING

WORD

MEANING

...

...

...

...

"announcement" an official publication of a Notice

or document of the Company,

including a publication, subject

to and to such extent permitted

by the rules of the Designated

Stock Exchange, by electronic

communication or by advertisement

published in the Newspapers or

in such manner or means ascribed

and permitted by the rules of the

Designated Stock Exchange and any

applicable laws.

"clearing

a clearing house recognised by the

"clearing

a recognised clearing house within

  house"

laws of the jurisdiction in which the

  house"

the meaning of the Securities and

shares of the Company are listed or

Futures Ordinance (Chapter 571

quoted on a stock exchange in such

of the Laws of Hong Kong) or a

jurisdiction.

clearing house recognised by the

laws of the jurisdiction in which the

shares of the Company are listed or

quoted on a stock exchange in such

jurisdiction.

"associate"

shall have the meaning attributed

"close

in relation to any Director, shall

to it in the rules of the Designated

  associate"

have the same meaning as defined

Stock Exchange

in the rules of the Designated Stock

Exchange as modified from time

to time, except that for purposes of

Bye-law 103 where the transaction

or arrangement to be approved by

the Board is a connected transaction

referred to in the rules of the

Designated Stock Exchange, it

shall have the same meaning as that

ascribed to "associate" in the rules

of the Designated Stock Exchange.

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

"electronic

shall mean a communication sent by

"electronic

shall mean a communication sent,

  communication" electronic transmission in any form

communication" transmitted, conveyed and received

through any medium, cable and

by wire, by radio, by optical means

telex message.

or by other electro-magnetic means

in any form through any medium.

"electronic

a general meeting held and conducted

meeting"

wholly and exclusively by virtual

attendance and participation by

Members and/or proxies by means of

electronic facilities.

"hybrid

a general meeting held and conducted

meeting"

by (i) physical attendance by

Members and/or proxies at the

Principal Meeting Place and where

applicable, one or more Meeting

Locations and (ii) virtual attendance

and participation by Members

and/or proxies by means of electronic

facilities.

"Meeting

has the meaning given to it in

Location"

Bye-law 64A.

"physical

a general meeting held and conducted

meeting"

by physical a t t e n d a n c e a n d

participation by Members and/or

proxies at the Principal Meeting

Place and/or where applicable, one

or more Meeting Locations.

"Principal

shall have the meaning given

Meeting

to it in Bye-law 59(2).

Place"

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

2. (e)

expressions referring to writing shall, unless

2. (e)

expressions referring to writing shall, unless

the contrary intention appears, be construed as

the contrary intention appears, be construed as

including printing, lithography, photography and

including printing, lithography, photography and

other modes of representing words or figures in a

other modes of representing or reproducing words

visible form, and including where the representation

or figures in a legible and non-transitory form

takes the form of electronic display, provided that

or, to the extent permitted by and in accordance

both the mode of service of the relevant document

with the Statutes and other applicable laws, rules

or notice and the Member's election comply with all

and regulations, any visible substitute for writing

applicable Statutes, rules and regulations;

(including an electronic communication), or modes

of representing or reproducing words partly in one

visible form and partly in another visible form, and

including where the representation takes the form

of electronic display, provided that both the mode

of service of the relevant document or notice and

the Member's election comply with all applicable

Statutes, rules and regulations;

2. (k)

references to a document being executed include

2. (k)

references to a document (including, but without

references to its being executed under hand or

limitation, a resolution in writing) being signed or

under seal or, to the extent permitted by, and in

executed include references to it being signed or

accordance with the Statutes and other applicable

executed under hand or under seal or by electronic

laws, rules and regulations, by electronic signature

signature or by electronic communication or by any

or by any other method. References to a notice

other method and references to a notice or document

or a document, to the extent permitted by, and in

include a notice or document recorded or stored in

accordance with the Statutes and other applicable

any digital, electronic, electrical, magnetic or other

laws, rules and regulations, include references to

retrievable form or medium and information in

any information in visible form whether having

visible form whether having physical substance or

physical substance or not.

not;

2. (l)

a reference to a meeting shall mean a meeting

convened and held in any manner permitted by

these Bye-laws and any Member or Director

attending and participating at a meeting by means

of electronic facilities shall be deemed to be present

at that meeting for all purposes of the Statutes

and any other laws, rules and regulations and

these Bye-laws, and attend, participate, attending,

participating, attendance and participation shall be

construed accordingly;

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

2. (m)

references to a person's participation in a general

meeting include without limitation and as relevant

the right (including, in the case of a corporation,

through a duly authorised representative) to speak

or communicate, vote, be represented by a proxy

and have access in hard copy or electronic form to

all documents which are required by the Statutes

and all other applicable laws, rules or regulations or

these Bye-laws to be made available at the meeting,

and participate and participating in the business of a

general meeting shall be construed accordingly;

2. (n)

references to electronic facilities include, without

limitation, website addresses, webinars, webcast,

video or any form of conference call systems

(telephone, video, web or otherwise); and

2. (o)

where a Member is a corporation, any reference

in these Bye-laws to a Member shall, where

the context requires, refer to a duly authorised

representative of such Member.

9.

Subject to Sections 42 and 43 of the Act, any

9.

Subject to Sections 42 and 43 of the Act, any

preference shares may be issued or converted into

preference shares may be issued or converted into

shares that, at a determinable date or at the option

shares that, at a determinable date or at the option

of the Company or the holder if so authorised by

of the Company or the holder if so authorised by

its memorandum of association, are liable to be

its memorandum of association, are liable to be

redeemed on such terms and in such manner as the

redeemed on such terms and in such manner as

Company before the issue or conversion may by

the Company before the issue or conversion may

ordinary resolution of the Members determine.

by ordinary resolution of the Members determine.

Where the Company purchases for redemption a

redeemable share, purchases not made through the

market or by tender shall be limited to a maximum

price as may from time to time be determined by

the Company in general meeting, either generally or

with regard to specific purchases. If purchases are

by tender, tenders shall be available to all Members

alike.

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

10.

Subject to the Act and without prejudice to Bye-law

10.

Subject to the Act and without prejudice to Bye-law

8, all or any of the special rights for the time being

8, all or any of the special rights for the time being

attached to the shares or any class of shares may,

attached to the shares or any class of shares may,

unless otherwise provided by the terms of issue of

unless otherwise provided by the terms of issue of

the shares of that class, from time to time (whether

the shares of that class, from time to time (whether

or not the Company is being wound up) be varied,

or not the Company is being wound up) be varied,

modified or abrogated either with the consent in

modified or abrogated either with the consent in

writing of the holders of not less than three-fourths

writing of the holders of not less than three-fourths

of the issued shares of that class or with the sanction

in nominal value of the issued shares of that class

of a special resolution passed at a separate general

or with the sanction of a special resolution passed

meeting of the holders of the shares of that class.

at a separate general meeting of the holders of the

To every such separate general meeting all the

shares of that class. To every such separate general

provisions of these Bye-laws relating to general

meeting all the provisions of these Bye-laws

meetings of the Company shall, mutatis mutandis,

relating to general meetings of the Company shall,

apply, but so that:

mutatis mutandis, apply, but so that:

10. (a)

the necessary quorum (other than at an adjourned

10. (a)

the necessary quorum (other than at an adjourned

meeting) shall be two persons (or in the case of a

meeting or postponed meeting) shall be two persons

Member being a corporation, its duly authorised

(or in the case of a Member being a corporation,

representative) holding or representing by proxy not

its duly authorised representative) holding or

less than one-third in nominal value of the issued

representing by proxy not less than one-third in

shares of that class and at any adjourned meeting of

nominal value of the issued shares of that class and

such holders, two holders present in person (or in

at any adjourned meeting or postponed meeting of

the case of a Member being a corporation, its duly

such holders, two holders present in person (or in

authorised representative) or by proxy (whatever the

the case of a Member being a corporation, its duly

number of shares held by them) shall be a quorum;

authorised representative) or by proxy (whatever the

and

number of shares held by them) shall be a quorum;

and

12. (2)

The Board may issue warrants conferring the

12. (2)

The Board may issue warrants or convertible

right upon the holders thereof to subscribe for any

securities or securities of similar nature conferring

class of shares or securities in the capital of the

the right upon the holders thereof to subscribe for

Company on such terms as it may from time to time

any class of shares or securities in the capital of the

determine.

Company on such terms as it may from time to time

determine.

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

16.

Every share certificate shall be issued under the Seal

16.

Every share certificate shall be issued under the

or a facsimile thereof and shall specify the number

Seal or a facsimile thereof or with the Seal printed

and class and distinguishing numbers (if any) of

thereon and shall specify the number and class and

the shares to which it relates, and the amount paid

distinguishing numbers (if any) of the shares to

up thereon and may otherwise be in such form as

which it relates, and the amount paid up thereon and

the Directors may from time to time determine. No

may otherwise be in such form as the Directors may

certificate shall be issued representing shares of

from time to time determine. The Seal may only

more than one class. The Board may by resolution

be affixed to a share certificate with the authority

determine, either generally or in any particular case

of the Directors, or be executed under the signature

or cases, that any signatures on any such certificates

of appropriate officials with statutory authority,

(or certificates in respect of other securities) need

unless otherwise determined by the Directors. No

not be autographic but may be affixed to such

certificate shall be issued representing shares of

certificate by some mechanical means or may be

more than one class. The Board may by resolution

printed thereon or that such certificates need not be

determine, either generally or in any particular case

signed by any person.

or cases, that any signatures on any such certificates

(or certificates in respect of other securities) need

not be autographic but may be affixed to such

certificates by some mechanical means or may be

printed thereon or that such certificates need not be

signed by any person.

51.

The registration of transfers of shares or of any

51.

The registration of transfers of shares or of any

class of shares may, after notice has been given in

class of shares may, after notice has been given by

accordance with the requirements of any Designated

announcement or by electronic communication or

Stock Exchange or by any means in such manner as

by advertisement in any newspapers in accordance

may be accepted by the Designated Stock Exchange

with the requirements of any Designated Stock

to that effect be suspended at such times and for

Exchange or by any means in such manner as may

such periods (not exceeding in the whole thirty (30)

be accepted by the Designated Stock Exchange to

days in any year) as the Board may determine.

that effect be suspended at such times and for such

periods (not exceeding in the whole thirty (30) days

in any year) as the Board may determine.

56.

An annual general meeting of the Company shall

56.

An annual general meeting of the Company shall

be held in each year other than the year in which its

be held in each year other than the year in which its

statutory meeting is convened at such time (within a

statutory meeting is convened at such time (within

period of not more than fifteen (15) months after the

a period of not more than fifteen (15) months after

holding of the last preceding annual general meeting

the holding of the last preceding annual general

unless a longer period would not infringe the rules

meeting unless a longer period would not infringe

of the Designated Stock Exchange, if any) and place

the rules of the Designated Stock Exchange, if any)

as may be determined by the Board.

and (where applicable) place as may be determined

by the Board.

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

57.

Each general meeting, other than an annual general

57.

Each general meeting, other than an annual general

meeting, shall be called a special general meeting.

meeting, shall be called a special general meeting.

General meetings may be held in any part of the

All general meetings (including an annual general

world as may be determined by the Board.

meeting, any adjourned meeting or postponed

meeting) may be held as a physical meeting in any

part of the world and at one or more locations as

provided in Bye-law 64A, as a hybrid meeting or as

an electronic meeting, as may be determined by the

Board in its absolute discretion.

58.

The Board may whenever it thinks fit call special

58.

The Board may whenever it thinks fit call special

general meetings, and Members holding at the

general meetings, and Members holding at the

date of deposit of the requisition not less than

date of deposit of the requisition not less than

one-tenth of the paid up capital of the Company

one-tenth of the paid up capital of the Company

carrying the right of voting at general meetings of

carrying the right of voting at general meetings of

the Company shall at all times have the right, by

the Company shall at all times have the right, by

written requisition to the Board or the Secretary of

written requisition to the Board or the Secretary of

the Company, to require a special general meeting

the Company, to require a special general meeting

to be called by the Board for the transaction of any

to be called by the Board for the transaction of any

business specified in such requisition; and such

business specified in such requisition; and such

meeting shall be held within two (2) months after

meeting shall be held within two (2) months after

the deposit of such requisition. If within twenty-

the deposit of such requisition. If within twenty-

one (21) days of such deposit the Board fails to

one (21) days of such deposit the Board fails to

proceed to convene such meeting the requisitionists

proceed to convene such meeting the requisitionists

themselves may do so in accordance with the

themselves may convene such meeting in

provisions of Section 74(3) of the Act.

accordance with the provisions of Section 74(3) of

the Act.

59. (1)

An annual general meeting shall be called by Notice

59. (1)

An annual general meeting shall be called by Notice

of not less than twenty-one (21) clear days and not

of not less than twenty-one (21) clear days and

less than twenty (20) clear business days and any

not less than twenty (20) clear business days. All

special general meeting at which the passing of a

other general meetings (including a special general

special resolution is to be considered shall be called

meeting) shall be called by Notice of not less than

by Notice of not less than twenty-one (21) clear

fourteen (14) clear days and not less than ten (10)

days and not less than ten (10) clear business days.

clear business days but if permitted by the rules of

All other special general meetings may be called

the Designated Stock Exchange, a general meeting

by Notice of not less than fourteen (14) clear days

may be called by shorter Notice if it is so agreed:

and not less than ten (10) clear business days but

if permitted by the rules of the Designated Stock

Exchange, a general meeting may be called by

shorter notice if it is so agreed:

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

59. (1)

in the case of any other meeting, by a majority in

59. (1)

in the case of any other meeting, by a majority in

(b)

number of the Members having the right to attend

(b)

number of the Members having the right to attend

and vote at the meeting, being a majority together

and vote at the meeting, being a majority together

holding not less than ninety-five per cent. (95%) in

representing not less than ninety-five per cent.

nominal value of the issued shares giving that right.

(95%) of the total voting rights at the meeting of all

the Members.

59. (2)

The Notice shall specify the time and place of the

59. (2)

The Notice shall specify (a) the time and date of

meeting and, in case of special business, the general

the meeting, (b) save for an electronic meeting,

nature of the business. The Notice convening an

the place of the meeting and if there is more than

annual general meeting shall specify the meeting

one Meeting Location as determined by the Board

as such. Notice of every general meeting shall be

pursuant to Bye-law 64A, the principal place of

given to all Members other than to such Members

the meeting (the "Principal Meeting Place"), (c)

as, under the provisions of these Bye-laws or the

if the general meeting is to be a hybrid meeting

terms of issue of the shares they hold, are not

or an electronic meeting, the Notice shall include

entitled to receive such Notices from the Company,

a statement to that effect and with details of the

to all persons entitled to a share in consequence of

electronic facilities for attendance and participation

the death or bankruptcy or winding-up of a Member

by electronic means at the meeting or where such

and to each of the Directors and the Auditors.

details will be made available by the Company prior

to the meeting, and (d) particulars of resolutions to

be considered at the meeting. The Notice convening

an annual general meeting shall specify the meeting

as such. Notice of every general meeting shall be

given to all Members other than to such Members

as, under the provisions of these Bye-laws or the

terms of issue of the shares they hold, are not

entitled to receive such Notices from the Company,

to all persons entitled to a share in consequence of

the death or bankruptcy or winding-up of a Member

and to each of the Directors and the Auditors.

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

62.

If within thirty (30) minutes (or such longer time not

62.

If within thirty (30) minutes (or such longer time not

exceeding one hour as the chairman of the meeting

exceeding one hour as the chairman of the meeting

may determine to wait) after the time appointed for

may determine to wait) after the time appointed for

the meeting a quorum is not present, the meeting, if

the meeting a quorum is not present, the meeting, if

convened on the requisition of Members, shall be

convened on the requisition of Members, shall be

dissolved. In any other case it shall stand adjourned

dissolved. In any other case it shall stand adjourned

to the same day in the next week at the same time

to the same day in the next week at the same time

and place or to such time and place as the Board

and (where applicable) same place(s) or to such

may determine. If at such adjourned meeting a

time and (where applicable) such place(s) and

quorum is not present within half an hour from the

in such form and manner referred to in Bye-law

time appointed for holding the meeting, the meeting

57 as the chairman of the meeting (or in default,

shall be dissolved.

the Board) may absolutely determine. If at such

adjourned meeting a quorum is not present within

half an hour from the time appointed for holding the

meeting, the meeting shall be dissolved.

64.

The chairman may, with the consent of any

64.

Subject to Bye-law 64C, the chairman may, with the

meeting at which a quorum is present (and shall if

consent of any meeting at which a quorum is present

so directed by the meeting), adjourn the meeting

(and shall if so directed by the meeting), adjourn

from time to time and from place to place as the

the meeting from time to time (or indefinitely) and/

meeting shall determine, but no business shall be

or from place to place(s) and/or from one form to

transacted at any adjourned meeting other than the

another (a physical meeting, a hybrid meeting or an

business which might lawfully have been transacted

electronic meeting) as the meeting shall determine,

at the meeting had the adjournment not taken place.

but no business shall be transacted at any adjourned

When a meeting is adjourned for fourteen (14)

meeting other than the business which might

days or more, at least seven (7) clear days' Notice

lawfully have been transacted at the meeting had

of the adjourned meeting shall be given specifying

the adjournment not taken place. When a meeting

the time and place of the adjourned meeting but

is adjourned for fourteen (14) days or more, at

it shall not be necessary to specify in such notice

least seven (7) clear days' Notice of the adjourned

the nature of the business to be transacted at the

meeting shall be given specifying the details set

adjourned meeting and the general nature of the

out in Bye-law 59(2) but it shall not be necessary

business to be transacted. Save as aforesaid, it shall

to specify in such notice the nature of the business

be unnecessary to give Notice of an adjournment.

to be transacted at the adjourned meeting and the

general nature of the business to be transacted.

Save as aforesaid, it shall be unnecessary to give

Notice of an adjournment.

66. (1)

Subject to any special rights or restrictions as to

66. (1)

Subject to any special rights or restrictions as to

voting for the time being attached to any shares by

voting for the time being attached to any shares by

or in accordance with these Bye-laws, at any general

or in accordance with these Bye-laws, at any general

meeting on a poll every Member present in person

meeting on a poll every Member present (or, in

or by proxy or, in the case of a Member being a

person in the case of a Member being a corporation,

corporation, by its duly authorised representative

by its duly authorised representative) or by proxy

shall have one vote for every fully paid share of

shall have one vote for every fully paid share of

which he is the holder but so that no amount paid

which he is the holder but so that no amount paid

up or credited as paid up on a share in advance

up or credited as paid up on a share in advance

of calls or instalments is treated for the foregoing

of calls or instalments is treated for the foregoing

purposes as paid up on the share. A resolution put

purposes as paid up on the share. A resolution put

to the vote of a general meeting shall be decided by

to the vote of a meeting shall be decided by way of

way of a poll save that the chairman of the meeting

a poll save that in the case of a physical meeting, the

may in good faith, allow a resolution which relates

chairman of the meeting may in good faith, allow

purely to a procedural or administrative matter to

a resolution which relates purely to a procedural

be voted on by a show of hands in which case every

or administrative matter to be voted on by a show

Member present in person (or being a corporation,

of hands in which case every Member present in

is present by a duly authorized representative), or by

person (or, being a corporation, is present by its duly

proxy(ies) shall have one vote provided that where

authorised representative) or by proxy(ies) shall

more than one proxy is appointed by a Member

have one vote provided that where more than one

which is a clearing house (or its nominee(s)), each

proxy is appointed by a Member which is a clearing

such proxy shall have one vote on a show of hands.

house (or its nominee(s)), each such proxy shall

For the purposes of this Bye-law, procedural and

have one vote on a show of hands. For the purposes

administrative matters are those that (i) are not

of this Bye-law, procedural and administrative

on the agenda of the general meeting or in any

matters are those that (i) are not on the agenda

supplementary circular that may be issued by the

of the general meeting or in any supplementary

Company to its Members; and (ii) relate to the

circular that may be issued by the Company to its

chairman's duties to maintain the orderly conduct of

Members; and (ii) relate to the chairman's duties to

the meeting and/or allow the business of the meeting

maintain the orderly conduct of the meeting and/or

to be properly and effectively dealt with, whilst

allow the business of the meeting to be properly and

allowing all Members a reasonable opportunity to

effectively dealt with, whilst allowing all Members

express their views.

a reasonable opportunity to express their views.

Votes may be cast by such means, electronic or

otherwise, as the Directors or the chairman of the

meeting may determine.

66. (2)

Where a show of hands is allowed, before or on the

66. (2)

In the case of a physical meeting where a show

declaration of the result of the show of hands, a poll

of hands is allowed, before or on the declaration

may be demanded:

of the result of the show of hands, a poll may be

demanded:

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

74.

Where there are joint holders of any share any one

74.

Where there are joint holders of any share any one

of such joint holders may vote, either in person

of such joint holders may vote, either in person

or by proxy, in respect of such share as if he were

or by proxy, in respect of such share as if he were

solely entitled thereto, but if more than one of such

solely entitled thereto, but if more than one of such

joint holders be present at any meeting the vote of

joint holders be present at any meeting, adjourned

the senior who tenders a vote, whether in person or

meeting or postponed meeting thereof, the vote of

by proxy, shall be accepted to the exclusion of the

the senior who tenders a vote, whether in person or

votes of the other joint holders, and for this purpose

by proxy, shall be accepted to the exclusion of the

seniority shall be determined by the order in which

votes of the other joint holders, and for this purpose

the names stand in the Register in respect of the

seniority shall be determined by the order in which

joint holding. Several executors or administrators

the names stand in the Register in respect of the

of a deceased Member in whose name any share

joint holding. Several executors or administrators

stands shall for the purposes of this Bye-law be

of a deceased Member in whose name any share

deemed joint holders thereof.

stands shall for the purposes of this Bye-law be

deemed joint holders thereof.

75. (1)

A Member who is a patient for any purpose relating

75. (1)

A Member who is a patient for any purpose relating

to mental health or in respect of whom an order has

to mental health or in respect of whom an order has

been made by any court having jurisdiction for the

been made by any court having jurisdiction for the

protection or management of the affairs of persons

protection or management of the affairs of persons

incapable of managing their own affairs may vote,

incapable of managing their own affairs may vote,

by his receiver, committee, curator bonis or other

by his receiver, committee, curator bonis or other

person in the nature of a receiver, committee or

person in the nature of a receiver, committee or

curator bonis appointed by such court, and such

curator bonis appointed by such court, and such

receiver, committee, curator bonis or other person

receiver, committee, curator bonis or other person

may vote by proxy, and may otherwise act and

may vote by proxy, and may otherwise act and

be treated as if he were the registered holder of

be treated as if he were the registered holder of

such shares for the purposes of general meetings,

such shares for the purposes of general meetings,

provided that such evidence as the Board may

provided that such evidence as the Board may

require of the authority of the person claiming to

require of the authority of the person claiming to

vote shall have been deposited at the Office, head

vote shall have been deposited at the Office, head

office or Registration Office, as appropriate, not

office or Registration Office, as appropriate, not

less than forty-eight (48) hours before the time

less than forty-eight (48) hours before the time

appointed for holding the meeting or adjourned

appointed for holding the meeting or adjourned

meeting, as the case may be.

meeting or postponed meeting, as the case may be.

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

75. (2)

Any person entitled under Bye-law 53 to be

75. (2)

Any person entitled under Bye-law 53 to be

registered as the holder of any shares may vote at

registered as the holder of any shares may vote

any general meeting in respect thereof in the same

at any general meeting in respect thereof or any

manner as if he were the registered holder of such

adjourned meeting or postponed meeting thereof in

shares, provided that forty-eight (48) hours at least

the same manner as if he were the registered holder

before the time of the holding of the meeting or

of such shares, provided that forty-eight (48) hours

adjourned meeting, as the case may be, at which he

at least before the time of the holding of the meeting

proposes to vote, he shall satisfy the Board of his

or adjourned meeting or postponed meeting, as the

entitlement to such shares, or the Board shall have

case may be, at which he proposes to vote, he shall

previously admitted his right to vote at such meeting

satisfy the Board of his entitlement to such shares,

in respect thereof.

or the Board shall have previously admitted his

right to vote at such meeting in respect thereof.

76. (2)

Where the Company has knowledge that any

76. (2)

Where the Company has knowledge that any

Member is, under the rules and regulations of the

Member is, under the rules and regulations of the

Designed Stock Exchange, required to abstain from

Designated Stock Exchange, required to abstain

voting on any particular resolution or restricted

from voting on any particular resolution or restricted

to voting only for or only against any particular

to voting only for or only against any particular

resolution, any votes cast by or on behalf of such

resolution, any votes cast by or on behalf of such

Member in contravention of such requirement or

Member in contravention of such requirement or

restriction shall not be counted.

restriction shall not be counted.

77.

If:

77.

If:

...

...

the objection or error shall not vitiate the decision

the objection or error shall not vitiate the decision

of the meeting or adjourned meeting on any

of the meeting or adjourned meeting or postponed

resolution unless the same is raised or pointed out

meeting on any resolution unless the same is raised

at the meeting or, as the case may be, the adjourned

or pointed out at the meeting or, as the case may

meeting at which the vote objected to is given or

be, the adjourned meeting or postponed meeting at

tendered or at which the error occurs. Any objection

which the vote objected to is given or tendered or

or error shall be referred to the chairman of the

at which the error occurs. Any objection or error

meeting and shall only vitiate the decision of the

shall be referred to the chairman of the meeting and

meeting on any resolution if the chairman decides

shall only vitiate the decision of the meeting on any

that the same may have affected the decision of

resolution if the chairman decides that the same

the meeting. The decision of the chairman on such

may have affected the decision of the meeting. The

matters shall be final and conclusive.

decision of the chairman on such matters shall be

final and conclusive.

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

79.

The instrument appointing a proxy shall be in

79.

The instrument appointing a proxy shall be in

writing under the hand of the appointor or of

writing and if the Board in its absolute discretion

his attorney duly authorised in writing or, if the

determines, may be contained in an electronic

appointor is a corporation, either under its seal

communication, and (i) if in writing but not

or under the hand of an officer, attorney or other

contained in an electronic communication, under

person authorised to sign the same. In the case of

the hand of the appointor or of his attorney duly

an instrument of proxy purporting to be signed on

authorised in writing or, if the appointor is a

behalf of a corporation by an officer thereof it shall

corporation, either under its seal or under the hand

be assumed, unless the contrary appears, that such

of an officer, attorney or other person authorised to

officer was duly authorised to sign such instrument

sign the same; or (ii) in the case of an appointment

of proxy on behalf of the corporation without

contained in an electronic communication,

further evidence of the fact.

submitted by or on behalf of the appointor, subject

to such terms and conditions and authenticated

in such manner as the Board may in its absolute

discretion determine. In the case of an instrument

of proxy purporting to be signed on behalf of a

corporation by an officer thereof it shall be assumed,

unless the contrary appears, that such officer was

duly authorised to sign such instrument of proxy on

behalf of the corporation without further evidence

of the fact.

80.

The instrument appointing a proxy and (if

80.

(1)

The Company may, at its absolute

required by the Board) the power of attorney or

discretion, provide an electronic address

other authority (if any) under which it is signed,

or an electronic means of submission for

or a notarially certified copy of such power or

the receipt of any document or information

authority, shall be delivered to such place or one

relating to proxies for a general meeting

(including any instrument of proxy or

of such places (if any) as may be specified for that

invitation to appoint a proxy, any document

purpose in or by way of note to or in any document

necessary to show the validity of, or

accompanying the notice convening the meeting (or,

otherwise relating to, an appointment

if no place is so specified, at the Registration Office

of proxy (whether or not required under

or the Office, as may be appropriate) not less than

these Bye-laws) and Notice of termination

forty-eight (48) hours before the time appointed

of the authority of a proxy). If such an

for holding the meeting or adjourned meeting at

electronic address or electronic means

which the person named in the instrument proposes

of submission is provided, the Company

to vote or, in the case of a poll taken subsequently

shall be deemed to have agreed that any

to the date of a meeting or adjourned meeting, not

such document or information (relating

less than twenty-four (24) hours before the time

to proxies as aforesaid) may be sent by

appointed for the taking of the poll and in default

electronic means to that address or by such

the instrument of proxy shall not be treated as valid.

electronic means of submission, subject

as hereafter provided and subject to any

No instrument appointing a proxy shall be valid

other limitations or conditions specified by

after the expiration of twelve (12) months from the

the Company when providing the address.

date named in it as the date of its execution, except

Without limitation to the foregoing, the

at an adjourned meeting in cases where the meeting

Company may from time to time determine

was originally held within twelve (12) months from

that any such electronic address or such

such date. Delivery of an instrument appointing a

electronic means of submission may be used

proxy shall not preclude a Member from attending

generally for such matters or specifically

and voting in person at the meeting convened and in

for particular meetings or purposes and,

such event, the instrument appointing a proxy shall

if so, the Company may provide different

be deemed to be revoked.

electronic addresses or electronic means of

submission for different purposes. If any

document or information required to be sent

to the Company under this Bye-law is sent

to the Company by electronic means, such

document or information is not treated as

validly delivered to or deposited with the

Company if the same is not received by

the Company at its designated electronic

address provided in accordance with this

Bye-law or if no electronic address is so

designated by the Company for the receipt

of such document or information.

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

81.

Instruments of proxy shall be in any common form

81.

Instruments of proxy shall be in any common form

or in such other form as the Board may approve

or in such other form as the Board may approve

(provided that this shall not preclude the use of the

(provided that this shall not preclude the use of the

two-way form) and the Board may, if it thinks fit,

two-way form) and the Board may, if it thinks fit,

send out with the notice of any meeting forms of

send out with the notice of any meeting forms of

instrument of proxy for use at the meeting. The

instrument of proxy for use at the meeting. The

instrument of proxy shall be deemed to confer

instrument of proxy shall be deemed to confer

authority to demand or join in demanding a poll and

authority to vote on any amendment of a resolution

to vote on any amendment of a resolution put to the

put to the meeting for which it is given as the proxy

meeting for which it is given as the proxy thinks fit.

thinks fit. The instrument of proxy shall, unless the

The instrument of proxy shall, unless the contrary is

contrary is stated therein, be valid as well for any

stated therein, be valid as well for any adjournment

adjournment or postponement of the meeting as

of the meeting as for the meeting to which it relates.

for the meeting to which it relates. The Board may

decide, either generally or in any particular case, to

treat a proxy appointment as valid notwithstanding

that the appointment or any of the information

required under these Bye-laws has not been received

in accordance with the requirements of these Bye-

laws. Subject to aforesaid, if the proxy appointment

and any of the information required under these

Bye-laws is not received in the manner set out in

these Bye-laws, the appointee shall not be entitled

to vote in respect of the shares in question.

82.

A vote given in accordance with the terms of an

82.

A vote given in accordance with the terms of an

instrument of proxy shall be valid notwithstanding

instrument of proxy shall be valid notwithstanding

the previous death or insanity of the principal, or

the previous death or insanity of the principal, or

revocation of the instrument of proxy or of the

revocation of the instrument of proxy or of the

authority under which it was executed, provided

authority under which it was executed, provided

that no intimation in writing of such death, insanity

that no intimation in writing of such death, insanity

or revocation shall have been received by the

or revocation shall have been received by the

Company at the Office or the Registration Office (or

Company at the Office or the Registration Office (or

such other place as may be specified for the delivery

such other place as may be specified for the delivery

of instruments of proxy in the notice convening

of instruments of proxy in the notice convening

the meeting or other document sent therewith) two

the meeting or other document sent therewith)

(2) hours at least before the commencement of the

two (2) hours at least before the commencement

meeting or adjourned meeting, or the taking of the

of the meeting or adjourned meeting or postponed

poll, at which the instrument of proxy is used.

meeting, or the taking of the poll, at which the

instrument of proxy is used.

89B.

No director shall be required to vacate office or

89B.

No Director shall be required to vacate office or

be ineligible for re-election or re-appointment as

be ineligible for re-election or re-appointment as

a Director, and no person shall be ineligible for

a Director, and no person shall be ineligible for

appointment as a Director by reason only of his

appointment as a Director by reason only of his

having attained any particular age.

having attained any particular age.

103.(1)

A Director shall not vote (nor be counted in the

103.(1)

A Director shall not vote (nor be counted in the

quorum) on any resolution of the Board in respect of

quorum) on any resolution of the Board in respect of

any contract or arrangement or any other proposal

any contract or arrangement or any other proposal

in which he or any of his associates is to the

in which he or any of his close associates is to the

knowledge of such Director materially interested,

knowledge of such Director materially interested,

but this prohibition shall not apply to any of the

but this prohibition shall not apply to any of the

following matters:

following matters:

(i)

any contract or arrangement for the giving

(i)

any contract or arrangement for the giving

by the Company or any of its subsidiaries

by the Company or any of its subsidiaries

of any security or indemnity to the Director

of any security or indemnity to the Director

or his associate(s) in respect of money lent

or his close associate(s) in respect of money

by him or any of his close associate(s) or

lent by him or any of his close associate(s)

obligations incurred or undertaken by him

or obligations incurred or undertaken by

or any of his associate(s) at the request of or

him or any of his close associate(s) at the

for the benefit of the Company or any of its

request of or for the benefit of the Company

subsidiaries;

or any of its subsidiaries;

(ii)

any contract or arrangement for the giving

(ii)

any contract or arrangement for the

by the Company or any of its subsidiaries

giving by the Company or any of its

of any security or indemnity to a third

subsidiaries of any security or indemnity

party in respect of a debt or obligation of

to a third party in respect of a debt or

the Company or any of its subsidiaries for

obligation of the Company or any of its

which the Director or his associate(s) has

subsidiaries for which the Director or his

himself/themselves assumed responsibility

close associate(s) has himself/themselves

in whole or in part whether alone or jointly

assumed responsibility in whole or in part

under a guarantee or indemnity or by the

whether alone or jointly under a guarantee

giving of security;

or indemnity or by the giving of security;

(iii)

any contract or arrangement by a Director

(iii)

(Intentionally Deleted);

or his associate(s) to subscribe for shares

or debentures or other securities of the

Company or any of its subsidiaries to be

issued pursuant to any offer or invitation

to the members or debenture holders or

to the public which does not provide the

Director or his associate(s) any privilege not

accorded to any other members or debenture

holders or to the public;

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

(viii) any proposal concerning the adoption,

(viii) any proposal for the benefit of employees of

modification or operation of any share

the Company or its subsidiaries including

scheme involving the issue or grant of

the adoption, modification or operation of

options over shares or other securities

any employees' share scheme or any share

by the Company to, or for the benefit

incentive or share option scheme under

of the employees of the Company or its

which the Director or his close associate(s)

subsidiaries or its associated companies

may benefit.

under which the Director or his associate(s)

may benefit.

103.(4)

If any question shall arise at any meeting of the

103.(4)

If any question shall arise at any meeting of the

Board as to the materiality of the interest of a

Board as to the materiality of the interest of a

Director (other than the chairman of the meeting)

Director (other than the chairman of the meeting)

or his associate(s) or as to the entitlement of any

or his close associate(s) or as to the entitlement of

Director (other than such chairman) to vote or be

any Director (other than such chairman) to vote

counted in the quorum and such question is not

or be counted in the quorum and such question is

resolved by his voluntarily agreeing to abstain

not resolved by his voluntarily agreeing to abstain

from voting or not to be counted in the quorum,

from voting or not to be counted in the quorum,

such question shall be referred to the chairman of

such question shall be referred to the chairman of

the meeting and his ruling in relation to such other

the meeting and his ruling in relation to such other

Director shall be final and conclusive except in a

Director shall be final and conclusive except in a

case where the nature or extent of the interest of

case where the nature or extent of the interest of

the Director or his associate(s) concerned as known

the Director or his close associate(s) concerned as

to such Director has not been fairly disclosed to

known to such Director has not been fairly disclosed

the Board. If any question as aforesaid shall arise

to the Board. If any question as aforesaid shall arise

in respect of the chairman of the meeting or his

in respect of the chairman of the meeting or his

associate(s) such question shall be decided by a

close associate(s) such question shall be decided by

resolution of the Board (for which purpose such

a resolution of the Board (for which purpose such

chairman shall not vote thereon) and such resolution

chairman shall not vote thereon) and such resolution

shall be final and conclusive except in a case where

shall be final and conclusive except in a case where

the nature or extent of the interest of such chairman

the nature or extent of the interest of such chairman

or his associate(s) as known to such chairman has

or his close associate(s) as known to such chairman

not been fairly disclosed to the Board.

has not been fairly disclosed to the Board.

103.(5)

The Company may by ordinary resolution ratify

103.(5)

The Company may by ordinary resolution ratify

any transaction not duly authorised by reason

any transaction not duly authorised by reason

of a contravention of this Bye-law provided that

of a contravention of this Bye-law provided

no Director who is materially interested in such

that no Director who is materially interested in

transaction, together with any of his associates, shall

such transaction, together with any of his close

vote upon such ordinary resolution in respect of any

associates, shall vote upon such ordinary resolution

shares in the Company in which they are interested.

in respect of any shares in the Company in which

they are interested.

122.

A resolution in writing signed by all the Directors

122.

A resolution in writing signed by all the Directors

except such as are absent from the territory in

except such as are temporarily unable to act

which the head office is for the time being situate

through ill-health or disability, and all the alternate

or temporarily unable to act through ill-health

Directors, if appropriate, whose appointors are

or disability, and all the alternate Directors, if

temporarily unable to act as aforesaid shall be as

appropriate, whose appointors are temporarily

valid and effectual as if a resolution had been passed

unable to act as aforesaid shall (provided that such

at a meeting of the Board duly convened and held

number is sufficient to constitute a quorum and

provided that such number is sufficient to constitute

further provided that a copy of such resolution has

a quorum and that a copy of such resolution has been

been given or the contents thereof communicated

given or the contents thereof communicated to all

to all the Directors for the time being entitled to

the Directors for the time being entitled to receive

receive notices of Board meetings in the same

notices of Board meetings in the same manner

manner as notices of meetings are required to be

as notices of meetings are required to be given

given by these Bye-laws) be as valid and effectual

by these Bye-laws and further provided that no

as if a resolution had been passed at a meeting of

Director is aware of or has received any objection

the Board duly convened and held. Such resolution

to the resolution from any Director. A notification

may be contained in one document or in several

of consent to such resolution given by a Director

documents in like form each signed by one or

in writing to the Board by any means (including

more of the Directors or alternate Directors and

by means of electronic communication) shall be

for this purpose a facsimile signature of a Director

deemed to be his/her signature to such resolution

or an alternate Director shall be treated as valid

in writing for the purpose of this Bye-law. Such

provided that the document containing the original

resolution may be contained in one document or in

signature of the Director or alternate Director is

several documents in like form each signed by one

deposited with the Secretary within ten (10) days

or more of the Directors or alternate Directors and

from the date of the facsimile. Notwithstanding

for this purpose a facsimile signature of a Director

the foregoing, a resolution in writing shall not be

or an alternate Director shall be treated as valid.

passed in lieu of a meeting of the Board for the

Notwithstanding the foregoing, a resolution in

purposes of considering any matter or business in

writing shall not be passed in lieu of a meeting of

which a substantial shareholder of the Company or

the Board for the purposes of considering any matter

a Director has a conflict of interest and the Board

or business in which a substantial shareholder of

has determined that such conflict of interest to be

the Company or a Director has a conflict of interest

material.

and the Board has determined that such conflict of

interest to be material.

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

153.(2)

To the extent permitted by and subject to due

153.(2)

To the extent permitted by and subject to due

compliance with all applicable Statutes, rules and

compliance with all applicable Statutes, rules and

regulations, including, without limitation, the

regulations, including, without limitation, the rules

rules of the Designated Stock Exchange, and to

of the Designated Stock Exchange, and to obtaining

obtaining all necessary consents, if any, required

all necessary consents, if any, required thereunder,

thereunder, the requirements in paragraph (1) of

the requirements in paragraph (1) of this Bye-law

this Bye-law shall be deemed satisfied in relation to

shall be deemed satisfied in relation to any person by

any person by sending to the person in any manner

sending to the person in any manner not prohibited

not prohibited by the Statutes, a summary financial

by the Statutes, summarised financial statements

report derived from the Company's annual financial

derived from the Company's annual financial

statements and the directors' report which shall be

statements and the directors' report which shall be

in the form and containing the information required

in the form and containing the information required

by applicable laws and regulations, provided that

by applicable laws and regulations, provided that

any person who is otherwise entitled to the annual

any person who is otherwise entitled to the annual

financial statements of the Company and the

financial statements of the Company and the

directors' report thereon may, if he so requires by

directors' report thereon may, if he so requires by

notice in writing served on the Company, demand

notice in writing served on the Company, demand

that the Company sends to him, in addition to a

that the Company sends to him, in addition to

summary financial report, a complete printed copy

summarised financial statements, a complete printed

of the Company's annual financial statements and

copy of the Company's annual financial statements

the directors' report thereon.

and the directors' report thereon.

157.

If the office of auditor becomes vacant by the

157.

If the office of auditor becomes vacant by the

resignation or death of the Auditor, or by his

resignation or death of the Auditor, or by his

becoming incapable of acting by reason of illness

becoming incapable of acting by reason of illness

or other disability at a time when his services are

or other disability at a time when his services are

required, the Directors shall as soon as practicable

required, the Directors shall fill the vacancy and fix

convene a special general meeting to fill the

the remuneration of the Auditor so appointed.

vacancy.

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

160.

Every Member or a person who is entitled to receive

(2)

Notice from the Company under the provisions of

the Statutes or these Bye-laws may register with the

Company an electronic address to which Notices

can be served upon him.

168.

No Member (not being a Director) shall be

168.

No Member (not being a Director) shall be

entitled to require discovery of or any information

entitled to require discovery of or any information

respecting any detail of the Company's trading or

respecting any detail of the Company's trading or

any matter which is or may be in the nature of a

any matter which is or may be in the nature of a

trade secret or secret process which may relate to the

trade secret or secret process which may relate to

conduct of the business of the Company and which

the conduct of the business of the Company and

in the opinion of the Directors it will be inexpedient

which in the opinion of the Directors it will be

in the interests of the Members to communicate to

inexpedient in the interests of the members of the

the public.

Company to communicate to the public.