02255 海昌海洋公园展示文件：(001) 公司经修订及重述的组织章程大纲细则(英文版)

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASOCIATION

OF

HAICHANG OCEAN PARK HOLDINGS LTD.

海昌海洋公园控股有限公司

(adopted by special resolution pased on 28 June 2024)

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

MEMORANDUM OF ASOCIATION

OF

HAICHANG OCEAN PARK HOLDINGS LTD.

海昌海洋公园控股有限公司

(adopted by special resolution pased on 28 June 2024)

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

MEMORANDUM OF ASOCIATION

OF

HAICHANG OCEAN PARK HOLDINGS LTD.

海昌海洋公园控股有限公司

(adopted by special resolution pased on 28 June 2024)

1 The name of the Company is Haichang Ocean Park Holdings Ltd. 海昌海洋公园控股有限公

司.

2 The Registered Ofice of the Company shal be at the ofices of Maples Corporate Services

Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands or at such

other place in the Cayman Islands as the Board may from time to time decide.

3 The objects for which the Company is established are unrestricted and shal include, but

without limitation, the folowing:

(a) to cary on busines as an investment company and as an investment holding company

and to acquire and hold shares, stocks, debenture stock, bonds, mortgages, obligations

and securities of any kind isued or guaranted by any company, corporation or

undertaking of whatever nature and wherever constituted or carying on busines,

and shares, stock, debenture stock, bonds, obligations and other securities isued or

guaranted by any government, sovereign ruler, comisioners, trust, local authority or

other public body, and to vary, transpose, dispose of or otherwise deal with from time

to time as may be considered expedient any of the Company’s investments for the time

being;

(b) to subscribe for, conditionaly or unconditionaly, to underwrite, isue on comision

or otherwise, take, hold, deal in and convert stocks, shares and securities of al kinds

and to enter into partnership or into any arangement for sharing profits, reciprocal

concesions or coperation with any person or company and to promote and aid in

promoting, to constitute, form or organise any company, joint venture, syndicate or

partnership of any kind, for the purpose of acquiring and undertaking any property and

liabilities of the Company or of advancing, directly or indirectly, the objects of the

Company or for any other purpose which the Company may think expedient;

of any shares, stock, obligations or other securities including without prejudice to the

generality of the foregoing al such powers of veto or control as may be confered

by virtue of the holding by the Company of some special proportion of the isued or

nominal amount thereof, to provide managerial and other executive, supervisory and

consultant services for or in relation to any company in which the Company is interested

upon such terms as may be thought fit;

(d) to stand surety for or to guarante, indemnify, suport or secure the performance of

al or any of the obligations of any person, firm or company whether or not related

or afiliated to the Company in any maner and whether by personal covenant or by

mortgage, charge or lien upon the whole or any part of the undertaking, property and

asets of the Company, both present and future, including its uncaled capital or by

any such method and whether or not the Company shal receive valuable consideration

therefor;

(e) to cary on the busines of promoters and entrepreneurs and to cary on busines as

financiers, capitalists, concesionaires, merchants, brokers, traders, dealers, agents,

importers and exporters and to undertake and cary on and execute al kinds of

investment, financial, comercial, mercantile, trading and other operations;

(f) to cary on whether as principals, agents or otherwise howsoever the busines of

realtors, developers, consultants, estate agents or managers, builders, contractors,

enginers, manufacturers, dealers in or vendors of al types of property including the

provision of any services;

(g) to purchase or otherwise acquire, to sel, exchange, surender, lease, mortgage, charge,

convert, turn to acount, dispose of and deal with real and personal property and rights

of al kinds and, in particular, mortgages, debentures, produce, concesions, options,

contracts, patents, anuities, licences, stocks, shares, bonds, policies, bok debts,

busines concerns, undertakings, claims, privileges and choses in action of al kinds;

and

(h) to engage in or cary on any other lawful trade, busines or enterprise which may at any

time apear to the Directors capable of being conveniently caried on in conjunction

with any of the aforementioned busineses or activities or which may apear to the

Directors likely to be profitable to the Company.

In the interpretation of this Memorandum of Asociation in general and of this Clause 3 in

particular no object, busines or power specified or mentioned shal be limited or restricted

by reference to or inference from any other object, busines or power, or the name of the

Company, or by the juxtaposition of two or more objects, busineses or powers and that, in

the event of any ambiguity in this Clause or elsewhere in this Memorandum of Asociation,

the same shal be resolved by such interpretation and construction as wil widen and enlarge

and not restrict the objects, busineses and powers of and exercisable by the Company.

4 Except as prohibited or limited by the Companies Act (As Revised), the Company shal

have ful power and authority to cary out any object not prohibited by any law as provided

by Section 7(4) of the Companies Act (As Revised) and shal have and be capable of from

time to time and at al times exercising any and al of the powers at any time or from time

to time exercisable by a natural person or body corporate, irespective of any question of

corporate benefit, in doing in any part of the world whether as principal, agent, contractor or

otherwise whatever may be considered by it necesary for the atainment of its objects and

whatever else may be considered by it as incidental or conducive thereto or consequential

thereon, including, but without in any way restricting the generality of the foregoing, the

power to make any alterations or amendments to this Memorandum of Asociation and the

Articles of Asociation of the Company considered necesary or convenient in the maner set

out in the Articles of Asociation of the Company, and the power to do any of the folowing

acts or things, viz: to pay al expenses of and incidental to the promotion, formation

and incorporation of the Company; to register the Company to do busines in any other

jurisdiction; to sel, lease or dispose of any property of the Company; to draw, make, acept,

endorse, discount, execute and isue promisory notes, debentures, debenture stock, loans,

loan stock, loan notes, bonds, convertible bonds, bils of exchange, bils of lading, warants

and other negotiable or transferable instruments; to lend money or other asets and to act as

guarantors; to borow or raise money on the security of the undertaking or on al or any of

the asets of the Company including uncaled capital or without security; to invest monies of

the Company in such maner as the Directors determine; to promote other companies; to sel

the undertaking of the Company for cash or any other consideration; to distribute asets in

specie to members of the Company; to contract with persons for the provision of advice, the

management and custody of the Company’s asets, the listing of the Company’s shares and

its administration; to make charitable or benevolent donations; to pay pensions or gratuities

or provide other benefits in cash or kind to Directors, oficers, employes, past or present

and their families; to purchase Directors and oficers liability insurance; to cary on any trade

or busines and generaly to do al acts and things which, in the opinion of the Company or

the Directors, may be conveniently or profitably or usefuly acquired and dealt with, caried

on, executed or done by the Company in conection with the busines aforesaid PROVIDED

THAT the Company shal only cary on the busineses for which a licence is required under

the laws of the Cayman Islands when so licensed under the terms of such laws.

5 The liability of each member is limited to the amount from time to time unpaid on such

member’s shares.

6 The share capital of the Company is US$500,000 divided into 10,000,000,000 shares of a

nominal or par value of US$0.00005 each with power for the Company insofar as is permited

by law, to redem or purchase any of its shares and to increase or reduce the said capital

subject to the provisions of the Companies Act (As Revised) and the Articles of Asociation

and to isue any part of its capital, whether original, redemed or increased with or without

any preference, priority or special privilege or subject to any postponement of rights or to any

conditions or restrictions and so that unles the conditions of isue shal otherwise expresly

declare every isue of shares whether declared to be preference or otherwise shal be subject

to the powers hereinbefore contained.

7 If the Company is registered as exempted, its operations wil be caried on subject to the

provisions of Section 174 of the Companies Act (As Revised) and, subject to the provisions

of the Companies Act (As Revised) and the Articles of Asociation, it shal have the power to

jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

ARTICLES OF ASOCIATION

OF

HAICHANG OCEAN PARK HOLDINGS LTD.

海昌海洋公园控股有限公司

(adopted by special resolution pased on 28 June 2024)

TABLE OF CONTENTS

Heading Page Number

1EXCLUSION OF TABLE A1

2INTERPRETATION1

3SHARE CAPITAL AND MODIFICATION OF RIGHTS5

4REGISTER OF MEMBERS AND SHARE CERTIFICATES7

5LIEN9

6CALS ON SHARES10

7TRANSFER OF SHARES12

8TRANSMISION OF SHARES13

9FORFEITURE OF SHARES14

10ALTERATION OF CAPITAL16

11BOROWING POWERS16

12GENERAL METINGS17

13PROCEDINGS AT GENERAL METINGS18

14VOTES OF MEMBERS20

15REGISTERED OFICE23

16BOARD OF DIRECTORS23

17MANAGING DIRECTORS29

18MANAGEMENT30

19MANAGERS30

20PROCEDINGS OF DIRECTORS31

21SECRETARY33

22GENERAL MANAGEMENT AND USE OF THE SEAL33

23CAPITALISATION OF RESERVES35

24DIVIDENDS AND RESERVES36

25UNTRACEABLE MEMBERS41

26DOCUMENT DESTRUCTION42

27ANUAL RETURNS AND FILINGS43

28ACOUNTS43

29AUDIT44

30NOTICES44

31INFORMATION46

32WINDING UP47

33INDEMNITIES48

34FINANCIAL YEAR48

35AMENDMENT OF MEMORANDUM AND ARTICLES48

36TRANSFER BY WAY OF CONTINUATION48

37MERGERS AND CONSOLIDATIONS48

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

ARTICLES OF ASOCIATION

OF

HAICHANG OCEAN PARK HOLDINGS LTD.

海昌海洋公园控股有限公司

(adopted by special resolution pased on 28 June 2024)

1 Exclusion of Table A

The regulations contained in Table A in the First Schedule to the Companies Act shal not

aply to the Company.

2 Interpretation

2.1 The marginal notes to these Articles shal not afect the interpretation hereof.

2.2 In these Articles, unles there be something in the subject or context inconsistent therewith:

“Articles”shal mean these Articles of Asociation and al suplementary,

amended or substituted Articles for the time being in force.

“Asociate”shal have the meaning given to it in the Listing Rules.

“Auditors”shal mean the persons apointed by the Company from time to

time to perform the duties of auditors of the Company.

“Board”shal mean the majority of the Directors present and voting at a

meting of Directors at which a quorum is present.

“busines day”shal mean a day on which the Exchange generaly is open for the

busines of dealing in securities in Hong Kong. For the avoidance

of doubt, where the Exchange is closed for busines of dealing

in securities in Hong Kong on a day by reason of a Number 8 or

higher typhon signal, black rainstorm warning or other similar

event, such day shal for the purpose of these Articles be counted

as a busines day.

“capital”shal mean the share capital from time to time of the Company.

“Chairman”shal mean the Chairman presiding at any meting of members or

of the Board.

“Close Asociate”shal have the meaning given to it in the Listing Rules.

“Companies Act” or

“Act”

shal mean the Companies Act (As Revised) of the Cayman

Islands and any amendments thereto or re-enactments thereof for

the time being in force and includes every other law incorporated

therewith or substituted therefor.

“Companies Ordinance”shal mean the Companies Ordinance (Cap. 622 of the Laws of

Hong Kong) as in force from time to time.

“Company”shal mean Haichang Ocean Park Holdings Ltd. 海昌海洋公园控

股有限公司.

“Company’s Website”shal mean the website of the Company, the adres or domain

name of which has ben notified to members.

“Corporate

Comunication”

shal have the meaning given to it in the Listing Rules.

“Director”shal mean any director from time to time of the Company.

“dividend”shal include bonus dividends and distributions permited by the

Act to be categorised as dividends.

“dolars” and “HK$”shal mean dolars legaly curent in Hong Kong.

“electronic”shal have the meaning given to it in the Electronic Transactions

Act.

“electronic means”includes sending or otherwise making available to the intended

recipients of the comunication in electronic format.

“Electronic Signature”shal mean an electronic symbol or proces atached to or

logicaly asociated with an electronic comunication and

executed or adopted by a person with the intent to sign the

electronic comunication.

“Electronic

Transactions Act”

shal mean the Electronic Transactions Act (As Revised) of the

Cayman Islands and any amendment thereto or re-enactments

thereof for the time being in force and includes every other law

incorporated therewith or substituted therefor.

“Exchange”shal mean The Stock Exchange of Hong Kong Limited.

“Haichang Group”means Qu Naijie and his Asociates, other than the Company and

any of its subsidiaries.

“HK Code on

Takeovers and

Mergers”

shal mean the Code on Takeovers and Mergers isued by the

Securities and Futures Comision of Hong Kong as amended

from time to time.

“holding company”shal have the meaning atributed to such term in the Companies

Ordinance.

“Independent

Non-Executive

Director”

shal mean a person recognised as such by the relevant code,

rules and regulations aplicable to the listing of the shares on the

Exchange.

“Listing Rules”shal mean the Rules Governing the Listing of Securities on the

Exchange as amended from time to time.

“members”shal mean the persons who are duly registered as the holders

from time to time of shares in the register including persons who

are jointly so registered.

“Memorandum”shal mean the memorandum of asociation of the Company.

“month”shal mean a calendar month.

“ordinary resolution”shal mean a resolution pased by a simple majority of the votes

of such members of the Company as, being entitled to do so,

vote in person or, where proxies are alowed, by proxy or, in the

case of corporations, by their duly authorised representatives,

at a general meting held in acordance with these Articles and

includes an ordinary resolution pased pursuant to Article 13.11.

“principal register”shal mean the register of members of the Company maintained

at such place within or outside the Cayman Islands as the Board

shal determine from time to time.

“published in the

newspapers”

shal mean published as a paid advertisement in English in at

least one English language newspaper and in Chinese in at least

one Chinese language newspaper, being in each case a newspaper

published daily and circulating generaly in Hong Kong in

acordance with the Listing Rules.

“published on the

Exchange’s website”

shal mean published in English and Chinese on the Exchange’s

website in acordance with the Listing Rules.

“recognised clearing

house”

shal have the meaning ascribed thereto in Part I of Schedule 1

of the Securities and Futures Ordinance (Cap. 571 of the Laws

of Hong Kong) and any amendments thereto or re-enactments

thereof for the time being in force and includes every other law

incorporated therewith or substituted therefor.

“register”shal mean the principal register and any branch registers.

“rights isue”shal mean an ofer by way of rights to existing holders of

securities of the Company which enables those holders to

subscribe for securities in proportion to their existing holdings.

“seal”shal include the comon seal of the Company, the securities seal

or any duplicate seal adopted by the Company pursuant to Article

22.2.

“Secretary”shal mean the person apointed as company secretary by the

Board from time to time.

“share”shal mean a share in the capital of the Company.

“special resolution”shal have the same meaning as ascribed thereto in the Act and

shal include a unanimous writen resolution of al members: for

this purpose, the requisite majority shal be not les than thre-

fourths of the votes of such members of the Company as, being

entitled to do so, vote in person or, where proxies are alowed,

by proxy or, in the case of corporations, by their duly authorised

representatives, at a general meting of which notice specifying

the intention to propose the resolution as a special resolution has

ben duly given.

“subsidiary”shal have the meaning atributed to such term in the Companies

Ordinance, but interpreting the term “subsidiary” in acordance

with the definition of “subsidiary” under the Listing Rules.

“transfer ofice”shal mean the place where the principal register is situate for the

time being.

2.3 Subject as aforesaid, any words defined in the Act shal, if not inconsistent with the subject

and/or context, bear the same meanings in these Articles.

2.4 Words importing either gender shal include the other gender and the neuter; words importing

persons and the neuter shal include companies and corporations and vice versa; and words

denoting the singular shal include the plural and words denoting the plural shal include the

singular.

2.5 “Writing” or “printing” shal include writing, printing, lithograph, photograph, type-writing

and every other mode of representing words or figures in a legible and non-transitory form

and, only where used in conection with a notice served by the Company on members or

other persons entitled to receive notices hereunder, shal also include a record maintained in

an electronic medium which is acesible in visible form so as to be useable for subsequent

reference.

2.6 Sections 8 and 19(3) of the Electronic Transactions Act shal not aply.

3 Share Capital and Modification of Rights

3.1 The authorised share capital of the Company at the date of the adoption of these Articles is

US$500,000 divided into 10,000,000,000 shares of a nominal or par value of US$0.00005

each.

3.2 Subject to the provisions of these Articles and to any direction that may be given by the

Company in general meting and without prejudice to any special rights confered on the

holders of any existing shares or ataching to any clas of shares, any share may be isued

with or have atached thereto such prefered, defered, qualified or other special rights or

restrictions, whether in regard to dividend, voting, return of capital or otherwise, and to such

persons at such times and for such consideration as the Board may determine. Subject to the

Act and to any special rights confered on any members or ataching to any clas of shares,

any share may, with the sanction of a special resolution, be isued on terms that it is, or at

the option of the Company or the holder thereof is, liable to be redemed. No shares shal be

isued to bearer.

3.3 Subject to the Listing Rules, the Board may isue warants to subscribe for any clas

of shares or other securities of the Company on such terms as it may from time to time

determine. No warants shal be isued to bearer for so long as a recognised clearing house

(in its capacity as such) is a member of the Company. Where warants are isued to bearer,

no new warant shal be isued to replace one that has ben lost unles the Board is satisfied

beyond reasonable doubt that the original has ben destroyed and the Company has received

an indemnity in such form as the Board shal think fit with regard to the isue of any such

new warant.

3.4 If at any time the share capital of the Company is divided into diferent clases of shares, al

or any of the rights atached to any clas of shares for the time being isued (unles otherwise

provided for in the terms of isue of the shares of that clas) may, subject to the provisions

of the Act, be varied or abrogated with the consent in writing of the holders of not les than

thre-fourths in nominal value of the isued shares of that clas or with the sanction of a

special resolution pased at a separate meting of the holders of shares of that clas. To every

such separate meting al the provisions of these Articles relating to general metings shal

mutatis mutandis aply, but so that the quorum for the purposes of any such separate meting

and of any adjournment thereof shal be a person or persons together holding (or representing

by proxy or duly authorised representative) at the date of the relevant meting not les than

one-third in nominal value of the isued shares of that clas.

3.5 The special rights confered upon the holders of shares of any clas shal not, unles

otherwise expresly provided in the rights ataching to or the terms of isue of such shares, be

demed to be varied by the creation or isue of further shares ranking pari pasu therewith.

3.6 Subject to the Act, or any other law or so far as not prohibited by any law or the Listing

Rules and subject to any rights confered on the holders of any clas of shares, the Company

shal have the power to purchase or otherwise acquire any of its own shares (which

expresion as used in this Article includes redemable shares) provided that the maner

of purchase has first ben authorised by a resolution of the members, and to purchase or

otherwise acquire warants for the subscription or purchase of its own shares, and shares and

warants for the subscription or purchase of any shares in any company which is its holding

company and may make payment therefor in any maner authorised or not prohibited by law,

including out of capital, or to give, directly or indirectly, by means of a loan, a guarante,

a gift, an indemnity, the provision of security or otherwise howsoever, financial asistance

for the purpose of or in conection with a purchase or other acquisition made or to be made

by any person of any shares or warants in the Company or any company which is a holding

company of the Company and should the Company purchase or otherwise acquire its own

shares or warants neither the Company nor the Board shal be required to select the shares

or warants to be purchased or otherwise acquired rateably or in any other maner as betwen

the holders of shares or warants of the same clas or as betwen them and the holders of

shares or warants of any other clas or in acordance with the rights as to dividends or

capital confered by any clas of shares provided always that any such purchase or other

acquisition or financial asistance shal only be made in acordance with any relevant code,

rules or regulations isued by the Exchange or the Securities and Futures Comision of

Hong Kong from time to time in force.

3.7 The Board may acept the surender for no consideration of any fuly paid share.

3.8 The Company in general meting may, from time to time, whether or not al the shares for

the time being authorised shal have ben isued and whether or not al the shares for the time

being isued shal have ben fuly paid up, by ordinary resolution, increase its share capital

by the creation of new shares, such new capital to be of such amount and to be divided into

shares of such respective amounts as the resolution shal prescribe.

3.9 Subject to the provisions of the Act and the Memorandum of Asociation of the Company,

and to any special rights confered on the holders of any shares or ataching to any clas of

shares, shares may be isued on the terms that they may be, or at the option of the Company

or the holders are, liable to be redemed on such terms and in such maner, including out of

capital, as determined by a special resolution.

3.10 Where the Company purchases or redems any of its shares, purchases or redemption not

made through the market or by tender shal be limited to a maximum price, and if purchases

are by tender, tenders shal be available to al members alike.

3.11 The purchase or redemption of any share shal not be demed to give rise to the purchase or

redemption of any other share.

3.12 The holder of the shares being purchased, surendered or redemed shal be bound to deliver

up to the Company at its principal place of busines in Hong Kong or such other place as

the Board shal specify the certificate(s) thereof, if any, for cancelation and thereupon the

Company shal pay to him the purchase or redemption monies in respect thereof.

3.13 Subject to the provisions of the Act, of the Memorandum of Asociation of the Company,

and of these Articles relating to new shares, the unisued shares in the Company (whether

forming part of its original or any increased capital) shal be at the disposal of the Board,

which may ofer, alot, grant options over or otherwise dispose of them to such persons, at

such times and for such consideration, and upon such terms, as the Board shal determine.

3.14 The Company may, unles prohibited by law, at any time pay a comision to any person

for subscribing or agreing to subscribe (whether absolutely or conditionaly) for any shares

in the Company or procuring or agreing to procure subscriptions (whether absolute or

conditional) for any shares in the Company, but so that the conditions and requirements of

the Act shal be observed and complied with, and in each case the comision shal not

exced 10% of the price at which the shares are isued.

3.15 Except as otherwise expresly provided by these Articles or as required by law or as ordered

by a court of competent jurisdiction, no person shal be recognised by the Company as

holding any share upon any trust and the Company shal not be bound by or be compeled

in any way to recognise (even when having notice thereof) any equitable, contingent, future

or partial interest in any shares or any interest in any fractional part of a share or any other

rights in respect of any share except an absolute right to the entirety thereof in the registered

holder.

4 Register of Members and Share Certificates

4.1 The Board shal cause to be kept at such place within or outside the Cayman Islands as it

dems fit a principal register of the members and there shal be entered therein the particulars

of the members and the shares isued to each of them and other particulars required under the

Act.

4.2 If the Board considers it necesary or apropriate, the Company may establish and maintain

a branch register or registers of members at such location or locations within or outside the

Cayman Islands as the Board thinks fit. The principal register and the branch register(s) shal

together be treated as the register for the purposes of these Articles.

4.3 The Board may, in its absolute discretion, at any time transfer any share upon the principal

any other branch register.

4.4 Notwithstanding anything contained in this Article, the Company shal as son as practicable

and on a regular basis record in the principal register al transfers of shares efected on any

branch register and shal at al times maintain the principal register in such maner as to

show at al times the members for the time being and the shares respectively held by them, in

al respects in acordance with the Companies Act.

4.5 For so long as any shares are listed on the Exchange, title to such listed shares may be

evidenced and transfered in acordance with the Listing Rules that are or shal be aplicable

to such listed shares. The register of members maintained by the Company in respect of such

listed shares (whether the principal register or a branch register) may be kept by recording

the particulars required by Section 40 of the Act in a form otherwise than legible (provided it

is capable of being reproduced in a legible form) if such recording otherwise complies with

the Listing Rules that are or shal be aplicable to such listed shares.

4.6 Except when a register is closed and, if aplicable, subject to the aditional provisions of

Article 4.8, the principal register and any branch register shal during busines hours be kept

open to the inspection of any member without charge.

4.7 The reference to busines hours in Article 4.6 is subject to such reasonable restrictions as the

Company in general meting may impose, but so that not les than two hours in each busines

day is to be alowed for inspections.

4.8 The register may, on 10 busines days’ notice (or on 6 busines days’ notice in the case of a

rights isue) being given by advertisement published on the Exchange’s website, or, subject to

the Listing Rules, by electronic comunication in the maner in which notices may be served

by the Company by electronic means as herein provided or by advertisement published in

the newspapers, be closed at such times and for such periods as the Board may from time to

time determine, either generaly or in respect of any clas of shares, provided that the register

shal not be closed for more than 30 days in any year (or such longer period as the members

may by ordinary resolution determine provided that such period shal not be extended beyond

60 days in any year). The Company shal, on demand, furnish any person seking to inspect

the register or part thereof which is closed by virtue of these Articles with a certificate under

the hand of the Secretary stating the period for which, and by whose authority, it is closed. In

the event that there is an alteration of bok closure dates, the Company shal give at least 5

busines days’ notice in acordance with the procedures set out in this Article.

4.9 Any register held in Hong Kong shal during normal busines hours (subject to such

reasonable restrictions as the Board may impose) be open to inspection by a member without

charge and any other person on payment of such fe not exceding HK$2.50 (or such higher

amount as may from time to time be permited under the Listing Rules) as the Board may

determine for each inspection. Any member may require a copy of the register, or any part

thereof, on payment of HK$0.25, or such leser sum as the Company may prescribe, for every

100 words or fractional part thereof required to be copied. The Company shal cause any copy

so required by any person to be sent to that person within a period of 10 days comencing

on the date next after the day on which the request is received by the Company.

4.10 In lieu of, or apart from, closing the register pursuant to other provisions in these Articles,

the Board may fix in advance a date as the record date for any such determination of

members entitled to receive notice of, or to vote at any general meting of the members or

any adjournment thereof, or for the purpose of determining the members entitled to receive

payment of any dividend or distribution, or in order to make a determination of members for

any other purpose.

4.11 Every person whose name is entered as a member in the register shal be entitled to receive,

within any relevant time limit as prescribed in the Act or as the Exchange may from time

to time determine, whichever is shorter, and subject to payment of any fes which may be

payable pursuant to Article 7.8, after alotment or lodgment of transfer, or within such other

period as the conditions of isue shal provide, one certificate for al his shares of each clas

or, if he shal so request, in a case where the alotment or transfer is of a number of shares

in exces of the number for the time being forming an Exchange board lot, such numbers

of certificates for shares in Exchange board lots or multiples thereof as he shal request and

one for the balance (if any) of the shares in question, provided that, in respect of a share or

shares held jointly by several persons, the Company shal not be bound to isue a certificate

or certificates to each such person, and the isue and delivery of a certificate or certificates to

one of several joint holders shal be suficient delivery to al such holders. Al certificates for

shares shal be delivered personaly or sent through the post adresed to the member entitled

thereto at his registered adres as apearing in the register.

4.12 Every certificate for shares or debentures or representing any other form of security of the

Company shal be isued under the seal of the Company, which shal only be afixed with the

authority of the Board.

4.13 Every share certificate shal specify the number and clas of shares in respect of which it is

isued and the amount paid thereon or the fact that they are fuly paid, as the case may be,

and may otherwise be in such form as the Board may from time to time prescribe.

4.14 The Company shal not be bound to register more than four persons as joint holders of any

share. If any share shal stand in the names of two or more persons, the person first named in

the register shal be demed the sole holder thereof as regards service of notices and, subject

to the provisions of these Articles, al or any other maters conected with the Company,

except the transfer of the share.

4.15 If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such fe,

if any, not exceding such amount as may from time to time be permited under the Listing

Rules (or such leser sum as the Board may from time to time require) and on such terms and

conditions, if any, as to publication of notices, evidence and indemnity, as the Board thinks

fit and where it is defaced or worn out, after delivery up of the old certificate to the Company

for cancelation.

5 Lien

5.1 The Company shal have a first and paramount lien on every share (not being a fuly paid up

share) for al moneys, whether presently payable or not, caled or payable at a fixed time in

respect of such share; and the Company shal also have a first and paramount lien and charge

on al shares (other than fuly paid up shares) standing registered in the name of a member

(whether solely or jointly with others) for al the debts and liabilities of such member or his

estate to the Company and whether the same shal have ben incured before or after notice

to the Company of any equitable or other interest of any person other than such member,

and whether the period for the payment or discharge of the same shal have actualy arived

or not, and notwithstanding that the same are joint debts or liabilities of such member or his

estate and any other person, whether such person is a member of the Company or not.

5.2 The Company’s lien (if any) on a share shal extend to al dividends and bonuses declared

in respect thereof. The Board may resolve that any share shal for some specified period be

exempt wholy or partialy from the provisions of this Article.

5.3 The Company may sel in such maner as the Board thinks fit any shares on which the

Company has a lien, but no sale shal be made unles some sum in respect of which the lien

exists is presently payable or the liability or engagement in respect of which such lien exists

is liable to be presently fulfiled or discharged, nor until the expiration of 14 days after a

notice in writing, stating and demanding payment of the sum presently payable or specifying

the liability or engagement and demanding fulfilment or discharge thereof and giving notice

of intention to sel in default, shal have ben given to the registered holder for the time being

of the shares or the person, of which the Company has notice, entitled to the shares by reason

of such holder’s death, mental disorder or bankruptcy.

5.4 The net proceds of such sale by the Company after the payment of the costs of such sale

shal be aplied in or towards payment or satisfaction of the debt or liability or engagement

in respect whereof the lien exists, so far as the same is presently payable, and any residue

shal (subject to a like lien for debts or liabilities not presently payable as existed upon the

shares prior to the sale and upon surender, if required by the Company, for cancelation of

the certificate for the share sold) be paid to the holder imediately before such sale of the

share. For giving efect to any such sale, the Board may authorise any person to transfer

the shares sold to the purchaser thereof and may enter the purchaser’s name in the register

as holder of the shares, and the purchaser shal not be bound to se to the aplication of the

purchase money, nor shal his title to the shares be afected by any iregularity or invalidity

in the procedings in reference to the sale.

6 Cals on Shares

6.1 The Board may from time to time make such cals as it may think fit upon the members in

respect of any monies unpaid on the shares held by them respectively (whether on acount

of the nominal amount of the shares or by way of premium or otherwise) and not by the

conditions of alotment thereof made payable at fixed times. A cal may be made payable

either in one sum or by instalments. A cal may be revoked or postponed as the Board may

determine.

6.2 At least 14 days’ notice of any cal shal be given to each member specifying the time and

place of payment and to whom such payment shal be made.

6.3 A copy of the notice refered to in Article 6.2 shal be sent in the maner in which notices

may be sent to members by the Company as provided in Article 30.1.

6.4 Every member upon whom a cal is made shal pay the amount of every cal so made on him

to the person and at the time or times and place or places as the Board shal specify. A person

upon whom a cal is made shal remain liable on such cal notwithstanding the subsequent

transfer of the shares in respect of which the cal was made.

6.5 Intentionaly deleted.

6.6 A cal shal be demed to have ben made at the time when the resolution of the Board

authorising such cal was pased.

6.7 The joint holders of a share shal be severaly as wel as jointly liable for the payment of al

cals and instalments due in respect of such share or other moneys due in respect thereof.

6.8 The Board may from time to time at its discretion extend the time fixed for any cal, and

may extend such time as to al or any of the members, whom by reason of residence outside

Hong Kong or other cause the Board considers it reasonable to grant an extension to, but no

member shal be entitled to any such extension as a mater of grace and favour.

6.9 If the sum or any instalment payable in respect of any cal is unpaid on or before the day

apointed for payment thereof, the person or persons from whom the sum is due shal pay

interest on the same at such rate not exceding 15% per anum as the Board shal determine

from the day apointed for the payment thereof to the time of actual payment, but the Board

may waive payment of such interest wholy or in part.

6.10 No member shal be entitled to receive any dividend or bonus or to be present and vote

(save as proxy for another member) at any general meting, either personaly or by proxy,

or be reckoned in a quorum, or to exercise any other privilege as a member until al sums

or instalments due from him to the Company in respect of any cal, whether alone or jointly

with any other person, together with interest and expenses (if any) shal have ben paid.

6.11 At the trial or hearing of any action or other procedings for the recovery of any money due

for any cal, it shal be suficient to prove that the name of the member sued is entered in

the register as the holder, or one of the holders, of the shares in respect of which such debt

acrued; that the resolution making the cal is duly recorded in the minute bok; and that

notice of such cal was duly given to the member sued, in pursuance of these Articles; and it

shal not be necesary to prove the apointment of the Directors who made such cal, nor any

other maters whatsoever, and the prof of the maters aforesaid shal be conclusive evidence

of the debt.

6.12 Any sum which by the terms of alotment of a share is made payable upon alotment or at any

fixed date, whether on acount of the nominal value of the share and/or by way of premium

or otherwise, shal for al purposes of these Articles be demed to be a cal duly made and

payable on the date fixed for payment, and in case of non-payment, al the relevant provisions

of these Articles as to payment of interest and expenses, liabilities of joint holders, forfeiture

and the like, shal aply as if such sum had become payable by virtue of a cal duly made and

notified.

6.13 The Board may, if it thinks fit, receive from any member wiling to advance the same,

and either in money or money’s worth, al or any part of the money uncaled and unpaid

or instalments payable upon any shares held by him, and upon al or any of the moneys so

advanced the Company may pay interest at such rate (if any) as the Board may decide. The

Board may at any time repay the amount so advanced upon giving to such member not les

than one month’s notice in writing of its intention in that behalf, unles before the expiration

of such notice the amount so advanced shal have ben caled up on the shares in respect of

which it was advanced. No such sum paid in advance of cals shal entitle the member paying

such sum to any portion of a dividend declared in respect of any period prior to the date upon

which such sum would, but for such payment, become presently payable.

7 Transfer of Shares

7.1 Transfers of shares may be efected by an instrument of transfer in the usual comon form or

in such other form as the Board may aprove, which is consistent with the standard form of

transfer as prescribed by the Exchange and aproved by the Board. Al instruments of transfer

must be left at the registered ofice of the Company or at such other place as the Board may

apoint and al such instruments of transfer shal be retained by the Company.

7.2 The instrument of transfer shal be executed by or on behalf of the transferor and by or on

behalf of the transfere PROVIDED that the Board may dispense with the execution of the

instrument of transfer by the transfere in any case which it thinks fit in its discretion to do

so. The instrument of transfer of any share shal be in writing and shal be executed with

a manual signature or facsimile signature (which may be machine imprinted or otherwise)

by or on behalf of the transferor and transfere PROVIDED that in the case of execution

by facsimile signature by or on behalf of a transferor or transfere, the Board shal have

previously ben provided with a list of specimen signatures of the authorised signatories of

such transferor or transfere and the Board shal be reasonably satisfied that such facsimile

signature coresponds to one of those specimen signatures. The transferor shal be demed

to remain the holder of a share until the name of the transfere is entered in the register in

respect thereof.

7.3 Notwithstanding Articles 7.1 and 7.2, transfers of shares which are listed on the Exchange

may be efected by any method of transfering or dealing in securities permited by the

Listing Rules and which has ben aproved by the Board for such purpose.

7.4 The Board may, in its absolute discretion, and without asigning any reason, refuse to register

a transfer of any share which is not fuly paid up or on which the Company has a lien.

7.5 If the Board shal refuse to register a transfer of any share, it shal, within two months after

the date on which the transfer was lodged with the Company, send to each of the transferor

and the transfere notice of such refusal.

7.6 The Board may also decline to register any transfer of any shares unles:

(a) the instrument of transfer is lodged with the Company acompanied by the certificate

for the shares to which it relates (which shal upon registration of the transfer be

canceled) and such other evidence as the Board may reasonably require to show the

right of the transferor to make the transfer;

(b) the instrument of transfer is in respect of only one clas of shares;

required);

(d) in the case of a transfer to joint holders, the number of joint holders to which the share

is to be transfered does not exced four;

(e) the shares concerned are fre of any lien in favour of the Company; and

(f) a fe of such maximum as the Exchange may from time to time determine to be payable

(or such leser sum as the Board may from time to time require) is paid to the Company

in respect thereof.

7.7 No transfer shal be made to an infant or to a person in respect of whom an order has ben

made by any competent court or oficial on the grounds that he is or may be sufering

from mental disorder or is otherwise incapable of managing his afairs or under other legal

disability.

7.8 Upon every transfer of shares, the certificate held by the transferor shal be given up to

be canceled and shal forthwith be canceled acordingly and a new certificate shal be

isued, on payment by the transfere of such fe not exceding the maximum amount as

the Exchange may from time to time determine to be payable or such leser sum as the

Board may from time to time require, to the transfere in respect of the shares transfered

to him and, if any of the shares included in the certificate so given up shal be retained by

the transferor, a new certificate in respect thereof shal be isued to him, on payment by the

transferor of such fe not exceding the maximum amount as the Exchange may from time to

time determine to be payable or such leser sum as the Board may from time to time require.

The Company shal also retain the instrument(s) of transfer.

7.9 The registration of transfers may, on 10 busines days’ notice (or on 6 busines days’ notice

in the case of a rights isue) being given by advertisement published on the Exchange’s

website, or, subject to the Listing Rules, by electronic comunication in the maner in

which notices may be served by the Company by electronic means as herein provided or

by advertisement published in the newspapers, be suspended and the register closed at such

times for such periods as the Board may from time to time determine, provided always that

such registration shal not be suspended or the register closed for more than 30 days in any

year (or such longer period as the members may by ordinary resolution determine provided

that such period shal not be extended beyond 60 days in any year). In the event that there is

an alteration of bok closure dates, the Company shal give at least 5 busines days’ notice

before the anounced closure, or the new closure, whichever is earlier. If, however, there

are exceptional circumstances (e.g. during a Number 8 or higher typhon signal and black

rainstorm warning) that render the giving of such publication of advertisement imposible,

the Company shal comply with these requirements as son as practicable.

8 Transmision of Shares

8.1 In the case of the death of a member, the survivor or survivors where the deceased was a joint

holder, and the legal personal representatives of the deceased where he was a sole holder,

shal be the only persons recognised by the Company as having any title to his interest in the

shares; but nothing herein contained shal release the estate of a deceased holder (whether

sole or joint) from any liability in respect of any share solely or jointly held by him.

8.2 Any person becoming entitled to a share in consequence of the death or bankruptcy or

winding-up of a member may, upon such evidence as to his title being produced as may from

time to time be required by the Board and subject as hereinafter provided, either be registered

himself as holder of the share or elect to have some other person nominated by him registered

as the transfere thereof.

8.3 If the person so becoming entitled shal elect to be registered himself, he shal deliver or send

to the Company a notice in writing signed by him stating that he so elects. If he shal elect to

have his nomine registered he shal testify his election by executing in favour of his nomine

a transfer of such share. Al the limitations, restrictions and provisions of these Articles

relating to the right to transfer and the registration of transfers of shares shal be aplicable

to any such notice or transfer as aforesaid as if the death or bankruptcy or winding-up of the

member had not ocured and the notice or transfer were a transfer executed by such member.

8.4 A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of

the holder shal be entitled to the same dividends and other advantages to which he would be

entitled if he were the registered holder of the share. However, the Board may, if it thinks fit,

withold the payment of any dividend payable or other advantages in respect of such share

until such person shal become the registered holder of the share or shal have efectualy

transfered such share, but, subject to the requirements of Article 14.3 being met, such a

person may vote at metings.

9 Forfeiture of Shares

9.1 If a member fails to pay any cal or instalment of a cal on the day apointed for payment

thereof, the Board may, at any time during such time as any part thereof remains unpaid,

without prejudice to the provisions of Article 6.10, serve a notice on him requiring payment

of so much of the cal or instalment as is unpaid, together with any interest which may have

acrued and which may stil acrue up to the date of actual payment.

9.2 The notice shal name a further day (not earlier than the expiration of 14 days from the date

of service of the notice) on or before which, and the place where, the payment required by

the notice is to be made, and shal state that in the event of non-payment at or before the time

and at the place apointed, the shares in respect of which the cal was made or instalment is

unpaid wil be liable to be forfeited. The Board may acept a surender of any share liable to

be forfeited hereunder and in such case, references in these Articles to forfeiture shal include

surender.

9.3 If the requirements of any such notice as aforesaid are not complied with, any share in

respect of which the notice has ben given may at any time thereafter, before the payment

required by the notice has ben made, be forfeited by a resolution of the Board to that efect.

Such forfeiture shal include al dividends and bonuses declared in respect of the forfeited

share, and not actualy paid before the forfeiture.

9.4 Any share so forfeited shal be demed to be the property of the Company, and may be re-

aloted sold or otherwise disposed of on such terms and in such maner as the Board thinks

fit and at any time before a re-alotment, sale or disposition the forfeiture may be canceled

by the Board on such terms as it thinks fit.

9.5 A person whose shares have ben forfeited shal cease to be a member in respect of the

forfeited shares but shal, notwithstanding this, remain liable to pay to the Company al

moneys which, at the date of forfeiture, were payable by him to the Company in respect of

the shares, together with (if the Board shal in its discretion so require) interest thereon from

the date of forfeiture until payment at such rate not exceding 15% per anum as the Board

may prescribe, and the Board may enforce the payment thereof if it thinks fit, and without

any deduction or alowance for the value of the shares forfeited, at the date of forfeiture.

For the purposes of this Article any sum which, by the terms of isue of a share, is payable

thereon at a fixed time which is subsequent to the date of forfeiture, whether on acount of

the nominal value of the share or by way of premium, shal notwithstanding that time has not

yet arived, be demed to be payable at the date of forfeiture, and the same shal become due

and payable imediately upon the forfeiture, but interest thereon shal only be payable in

respect of any period betwen the said fixed time and the date of actual payment.

9.6 A statutory declaration in writing that the declarant is a Director or Secretary, and that a

share in the Company has ben duly forfeited on a date stated in the declaration, shal be

conclusive evidence of the facts therein stated as against al persons claiming to be entitled

to the share. The Company may receive the consideration, if any, given for the share on any

re-alotment, sale or disposition thereof and the Board may authorise any person to execute

a leter of re-alotment or transfer the share in favour of the person to whom the share is re-

aloted, sold or disposed of and he shal thereupon be registered as the holder of the share,

and shal not be bound to se to the aplication of the subscription or purchase money, if any,

nor shal his title to the share be afected by any iregularity or invalidity in the procedings

in reference to the forfeiture, re-alotment, sale or other disposal of the share.

9.7 When any share shal have ben forfeited, notice of the forfeiture shal be given to the

member in whose name it stod imediately prior to the forfeiture, and an entry of the

forfeiture, with the date thereof, shal forthwith be made in the register. Notwithstanding the

above, no forfeiture shal be in any maner invalidated by any omision or neglect to give

such notice as aforesaid.

9.8 Notwithstanding any such forfeiture as aforesaid, the Board may at any time, before any

share so forfeited shal have ben re-aloted, sold, or otherwise disposed of, permit the share

forfeited to be redemed upon the terms of payment of al cals and interest due upon and

expenses incured in respect of the share, and upon such further terms (if any) as it thinks fit.

9.9 The forfeiture of a share shal not prejudice the right of the Company to any cal already

made or instalment payable thereon.

9.10 The provisions of these Articles as to forfeiture shal aply in the case of non-payment of

any sum which, by the terms of isue of a share, becomes payable at a fixed time, whether

on acount of the nominal value of the share or by way of premium, as if the same had ben

payable by virtue of a cal duly made and notified.

10 Alteration of Capital

10.1 The Company may from time to time by ordinary resolution:

(a) consolidate and divide al or any of its share capital into shares of larger amount than

its existing shares. On any consolidation of fuly paid shares and division into shares

of larger amount, the Board may setle any dificulty which may arise as it thinks

expedient and in particular (but without prejudice to the generality of the foregoing)

may as betwen the holders of shares to be consolidated determine which particular

shares are to be consolidated into each consolidated share, and if it shal hapen that

any person shal become entitled to fractions of a consolidated share or shares, such

fractions may be sold by some person apointed by the Board for that purpose and the

person so apointed may transfer the shares so sold to the purchaser thereof and the

validity of such transfer shal not be questioned, and so that the net proceds of such

sale (after deduction of the expenses of such sale) may either be distributed among the

persons who would otherwise be entitled to a fraction or fractions of a consolidated

share or shares rateably in acordance with their rights and interests or may be paid to

the Company for the Company’s benefit;

(b) cancel any shares which at the date of the pasing of the resolution have not ben taken

or agred to be taken by any person, and diminish the amount of its share capital by the

amount of the shares so canceled subject to the provisions of the Act; and

Memorandum of Asociation of the Company, subject nevertheles to the provisions of

the Act, and so that the resolution whereby any share is sub-divided may determine that,

as betwen the holders of the shares resulting from such sub-division, one or more of

the shares may have any such prefered or other special rights, over, or may have such

defered rights or be subject to any such restrictions as compared with the others as the

Company has power to atach to unisued or new shares.

10.2 The Company may by special resolution reduce its share capital or any capital redemption

reserve in any maner authorised and subject to any conditions prescribed by the Act.

11 Borowing Powers

11.1 The Board may from time to time at its discretion exercise al the powers of the Company

to raise or borow or to secure the payment of any sum or sums of money for the purposes

of the Company and to mortgage or charge its undertaking, property and asets (present and

future) and uncaled capital or any part thereof.

11.2 The Board may raise or secure the payment or repayment of such sum or sums in such

maner and upon such terms and conditions in al respects as it thinks fit and, in particular,

by the isue of debentures, debenture stock, bonds or other securities of the Company,

whether outright or as colateral security for any debts, liability or obligations of the

Company or of any third party.

11.3 Debentures, debenture stock, bonds and other securities may be made asignable fre from

any equities betwen the Company and the person to whom the same may be isued.

11.4 Any debentures, debenture stock, bonds or other securities may be isued at a discount,

premium or otherwise and with any special privileges as to redemption, surender, drawings,

alotment of shares, atending and voting at general metings of the Company, apointment

of Directors and otherwise.

11.5 The Board shal cause a proper register to be kept, in acordance with the provisions of the

Act, of al mortgages and charges specificaly afecting the property of the Company and

shal duly comply with the requirements of the Act in regard to the registration of mortgages

and charges therein specified and otherwise.

11.6 If the Company isues debentures or debenture stock (whether as part of a series or as

individual instruments) not transferable by delivery, the Board shal cause a proper register to

be kept of the holders of such debentures.

11.7 Where any uncaled capital of the Company is charged, al persons taking any subsequent

charge thereon shal take the same subject to such prior charge, and shal not be entitled, by

notice to the members or otherwise, to obtain priority over such prior charge.

12 General Metings

12.1 The Company shal hold a general meting as its anual general meting for each financial

year, to be held within six months after the end of such financial year. The anual general

meting shal be specified as such in the notices caling it and shal be held at such time and

place as the Board shal apoint.

12.2 Al general metings other than anual general metings shal be caled extraordinary general

metings.

12.3 The Board may, whenever it thinks fit, convene an extraordinary general meting. General

metings shal also be convened on the writen requisition of any one or more members of the

Company holding together, as at the date of deposit of the requisition, shares representing not

les than one-tenth of the voting rights, on a one vote per share basis, of the Company which

cary the right of voting at general metings of the Company. The writen requisition shal be

deposited at the principal ofice of the Company in Hong Kong or, in the event the Company

ceases to have such a principal ofice, the registered ofice of the Company specifying the

objects of the meting and the resolutions to be aded to the meting agenda, and signed

by the requisitionist(s). If the Board does not within 21 days from the date of deposit of

the requisition proced duly to convene the meting to be held within a further 21 days, the

requisitionist(s) themselves or any of them representing more than one-half of the total voting

rights of al of them, may convene the general meting in the same maner, as nearly as

posible, as that in which metings may be convened by the Board provided that any meting

so convened shal not be held after the expiration of thre months from the date of deposit of

the requisition, and al reasonable expenses incured by the requisitionist(s) as a result of the

failure of the Board shal be reimbursed to them by the Company.

12.4 An anual general meting shal be caled by not les than 21 days’ notice in writing and

any extraordinary general meting shal be caled by not les than 14 days’ notice in writing.

Subject to the requirement under the Listing Rules, the notice shal be inclusive of the

day on which it is served or demed to be served and of the day for which it is given, and

shal specify the time, place, and agenda of the meting, particulars of the resolutions to be

considered at the meting and in the case of special busines (as defined in Article 13.1)

the general nature of that busines. The notice convening an anual general meting shal

specify the meting as such, and the notice convening a meting to pas a special resolution

shal specify the intention to propose the resolution as a special resolution. Notice of every

general meting shal be given to the Auditors and to al members other than such as, under

the provisions hereof or the terms of isue of the shares they hold, are not entitled to receive

such notice from the Company.

12.5 Notwithstanding that a meting of the Company is caled by shorter notice than that refered

to in Article 12.4, it shal be demed to have ben duly caled if it is so agred:

(a) in the case of a meting caled as an anual general meting, by al the members of the

Company entitled to atend and vote thereat or their proxies; and

(b) in the case of any other meting, by a majority in number of the members having a right

to atend and vote at the meting, being a majority together holding not les than 95%

in nominal value of the shares giving that right.

12.6 There shal apear with reasonable prominence in every notice of general metings of the

Company a statement that a member entitled to atend and vote is entitled to apoint a proxy

to atend and vote instead of him and that a proxy ned not be a member of the Company.

12.7 The acidental omision to give any such notice to, or the non-receipt of any such notice

by, any person entitled to receive notice shal not invalidate any resolution pased or any

proceding at any such meting.

12.8 In cases where instruments of proxy are sent out with notices, the acidental omision to send

such instrument of proxy to, or the non-receipt of such instrument of proxy by, any person

entitled to receive notice shal not invalidate any resolution pased or any proceding at any

such meting.

13 Procedings at General Metings

13.1 Al busines shal be demed special that is transacted at an extraordinary general meting

and also al busines shal be demed special that is transacted at an anual general meting

with the exception of the folowing, which shal be demed ordinary busines:

(a) the declaration and sanctioning of dividends;

(b) the consideration and adoption of the acounts and balance shets and the reports of

the Directors and Auditors and other documents required to be anexed to the balance

shet;

(d) the apointment of Auditors;

(e) the fixing of, or the determining of the method of fixing of, the remuneration of the

Directors and of the Auditors;

(f) the granting of any mandate or authority to the Directors to ofer, alot, grant options

over, or otherwise dispose of the unisued shares of the Company representing not more

than 20% (or such other percentage as may from time to time be specified in the Listing

Rules) in nominal value of its then existing isued share capital and the number of any

securities repurchased pursuant to Article 13.1(g); and

(g) the granting of any mandate or authority to the Directors to repurchase securities of the

Company.

13.2 For al purposes the quorum for a general meting shal be two members present in person

(or in the case of a corporation, by its duly authorised representative) or by proxy provided

always that if the Company has only one member of record the quorum shal be that one

member present in person or by proxy. No busines (except the apointment of a Chairman)

shal be transacted at any general meting unles the requisite quorum shal be present at the

comencement of the busines.

13.3 If within 15 minutes from the time apointed for the meting a quorum is not present, the

meting, if convened upon the requisition of member(s), shal be disolved, but in any other

case it shal stand adjourned to the same day in the next wek and at such time and place

as shal be decided by the Board, and if at such adjourned meting a quorum is not present

within 15 minutes from the time apointed for holding the meting, the member or members

present in person (or in the case of a corporation, by its duly authorised representative) or by

proxy shal be a quorum and may transact the busines for which the meting was caled.

13.4 The Chairman shal take the chair at every general meting, or, if there be no such Chairman

or, if at any general meting such Chairman shal not be present within 15 minutes after the

time apointed for holding such meting or is unwiling to act, the Directors present shal

chose another Director as Chairman, and if no Director be present, or if al the Directors

present decline to take the chair, or if the Chairman chosen shal retire from the chair,

then the members present (whether in person or represented by proxy or duly authorised

representative) shal chose one of their own number to be Chairman.

13.5 The Chairman may, with the consent of any general meting at which a quorum is present,

and shal, if so directed by the meting, adjourn any meting from time to time and from

place to place as the meting shal determine. Whenever a meting is adjourned for 14 days

or more, at least seven clear days’ notice, specifying the place, the day and the hour of the

adjourned meting shal be given in the same maner as in the case of an original meting but

it shal not be necesary to specify in such notice the nature of the busines to be transacted

at the adjourned meting. Save as aforesaid, no member shal be entitled to any notice of

an adjournment or of the busines to be transacted at any adjourned meting. No busines

shal be transacted at any adjourned meting other than the busines which might have ben

transacted at the meting from which the adjournment tok place.

13.6 At any general meting a resolution put to the vote of the meting shal be decided on a

pol save that the Chairman may, in god faith, alow a resolution which relates purely to a

procedural or administrative mater as prescribed under the Listing Rules to be voted on by a

show of hands.

13.7 A pol shal (subject as provided in Article 13.8) be taken in such maner (including the

use of balot or voting papers or tickets) and at such time and place, not being more than 30

days from the date of the meting or adjourned meting at which the pol was taken as the

Chairman directs. No notice ned be given of a pol not taken imediately. The result of the

pol shal be demed to be the resolution of the meting at which the pol was taken.

13.8 Any pol on the election of a Chairman of a meting or any question of adjournment shal be

taken at the meting and without adjournment.

13.9 Where a resolution is voted on by a show of hands as permited under the Listing Rules, a

declaration by the Chairman that a resolution has ben caried, or caried unanimously, or by

a particular majority, or lost, and an entry to that efect in the minute bok of the Company

shal be conclusive evidence of that fact without prof of the number or proportion of the

votes recorded in favour of or against such resolution.

13.10 In the case of an equality of votes, whether on a pol or on a show of hands, the Chairman

of the meting at which the pol or show of hands is taken shal be entitled to a second or

casting vote.

13.11 A resolution in writing (in one or more counterparts), including a special resolution, signed

by al members for the time being entitled to receive notice of and to atend and vote at

general metings (or being corporations by their duly apointed representatives) shal be as

valid and efective as if the same had ben pased at a general meting of the Company duly

convened and held. Any such resolution shal be demed to have ben pased at a meting

held on the date on which it was signed by the last member to sign.

14 Votes of Members

14.1 Subject to any special rights, privileges or restrictions as to voting for the time being atached

to any clas or clases of shares, at any general meting (a) every member present in person

(or, in the case of a member being a corporation, by its duly authorised representative) or

by proxy shal have the right to speak, (b) on a show of hands, every member present in

such maner shal have one vote, and (c) on a pol every member present in such maner

shal have one vote for each share registered in his name in the register. On a pol a member

entitled to more than one vote is under no obligation to cast al his votes in the same way.

For the avoidance of doubt, where more than one proxy is apointed by a recognised clearing

house (or its nomine(s), each such proxy shal have one vote on a show of hands and is

under no obligation to cast al his votes in the same way on a pol.

14.2 Where any member is, under the Listing Rules, required to abstain from voting on any

particular resolution or restricted to voting only for or only against any particular resolution,

any votes cast by or on behalf of such member in contravention of such requirement or

restriction shal not be counted.

14.3 Any person entitled under Article 8.2 to be registered as a member may vote at any general

meting in respect thereof in the same maner as if he were the registered holder of such

shares, provided that at least 48 hours before the time of the holding of the meting or

adjourned meting (as the case may be) at which he proposed to vote, he shal satisfy the

Board of his right to be registered as the holder of such shares or the Board shal have

previously admited his right to vote at such meting in respect thereof.

14.4 Where there are joint registered holders of any share, any one of such persons may vote

at any meting, either personaly or by proxy, in respect of such share as if he were solely

entitled thereto; but if more than one of such joint holders be present at any meting

personaly or by proxy, that one of the said persons so present being the most or, as the

case may be, the more senior shal alone be entitled to vote in respect of the relevant joint

holding and, for this purpose, seniority shal be determined by reference to the order in which

the names of the joint holders stand on the register in respect of the relevant joint holding.

Several executors or administrators of a deceased member in whose name any share stands

shal for the purposes of this Article be demed joint holders thereof.

14.5 A member in respect of whom an order has ben made by any competent court or oficial on

the grounds that he is or may be sufering from mental disorder or is otherwise incapable of

managing his afairs may vote by any person authorised in such circumstances to do so, and

such person may vote by proxy.

14.6 Save as expresly provided in these Articles or as otherwise determined by the Board, no

person other than a member duly registered and who shal have paid al sums for the time

being due from him payable to the Company in respect of his shares shal be entitled to be

present or to vote (save as proxy for another member), or to be reckoned in a quorum, either

personaly or by proxy at any general meting.

14.7 No objection shal be raised as to the qualification of any person exercising or purporting

to exercise any vote or to the admisibility of any vote except at the meting or adjourned

meting at which the person exercising or purporting to exercise his vote or the vote objected

to is given or tendered, and every vote not disalowed at such meting shal be valid for

al purposes. In the case of any dispute as to the admision or rejection of any vote, the

Chairman of the meting shal determine the same and such determination shal be final and

conclusive.

14.8 Any member of the Company entitled to atend and vote at a meting of the Company shal

be entitled to apoint another person (who must be an individual) as his proxy to atend and

vote instead of him and a proxy so apointed shal have the same right as the member to

speak at the meting. Votes may be given either personaly or by proxy. A proxy ned not

be a member of the Company. A member may apoint any number of proxies to atend in his

stead at any one general meting (or at any one clas meting).

14.9 The instrument apointing a proxy shal be in writing under the hand of the apointor or of

his atorney authorised in writing, or if the apointor is a corporation, either under its seal or

under the hand of an oficer, atorney or other person duly authorised to sign the same.

14.10 The instrument apointing a proxy and (if required by the Board) the power of atorney or

other authority, (if any) under which it is signed, or a notarialy certified copy of such power

or authority, shal be delivered at the registered ofice of the Company (or at such other place

as may be specified in the notice convening the meting or in any notice of any adjournment

or, in either case, in any document sent therewith) not les than 48 hours before the time

apointed for holding the meting or adjourned meting at which the person named in the

instrument proposes to vote, or, in the case of a pol taken subsequently to the date of a

meting or adjourned meting, not les than 48 hours before the time apointed for the taking

of the pol, and in default the instrument of proxy shal not be treated as valid provided

always that the Chairman of the meting may at his discretion direct that an instrument of

proxy shal be demed to have ben duly deposited upon receipt of telex or cable or facsimile

confirmation from the apointor that the instrument of proxy duly signed is in the course

of transmision to the Company. No instrument apointing a proxy shal be valid after the

expiration of 12 months from the date named in it as the date of its execution. Delivery of

any instrument apointing a proxy shal not preclude a member from atending and voting in

person at the meting or pol concerned and, in such event, the instrument apointing a proxy

shal be demed to be revoked.

14.11 Every instrument of proxy, whether for a specified meting or otherwise, shal be in comon

form or such other form that complies with the Listing Rules as the Board may from time

to time aprove, provided that it shal enable a member, acording to his intention, to

instruct his proxy to vote in favour of or against (or in default of instructions or in the event

of conflicting instructions, to exercise his discretion in respect of) each resolution to be

proposed at the meting to which the form of proxy relates.

14.12 The instrument apointing a proxy to vote at a general meting shal: (a) be demed to confer

authority to vote on any amendment of a resolution put to the meting for which it is given

as the proxy thinks fit; and (b) unles the contrary is stated therein, be valid as wel for any

adjournment of the meting as for the meting to which it relates, provided that the meting

was originaly held within 12 months from such date.

14.13 A vote given in acordance with the terms of an instrument of proxy or resolution of a

member shal be valid notwithstanding the previous death or insanity of the principal or

revocation of the proxy or power of atorney or other authority under which the proxy or

resolution of a member was executed or revocation of the relevant resolution or the transfer

of the share in respect of which the proxy was given, provided that no intimation in writing

of such death, insanity, revocation or transfer as aforesaid shal have ben received by the

Company at its registered ofice, or at such other place as is refered to in Article 14.10, at

least two hours before the comencement of the meting or adjourned meting at which the

proxy is used.

14.14 Any corporation which is a member of the Company may, by resolution of its directors or

other governing body or by power of atorney, authorise such person as it thinks fit to act

as its representative at any meting of the Company or of members of any clas of shares of

the Company and the person so authorised shal be entitled to exercise the same powers on

behalf of the corporation which he represents as that corporation could exercise if it were

an individual member of the Company and where a corporation is so represented, it shal be

treated as being present at any meting in person.

14.15 If a recognised clearing house (or its nomine(s) is a member of the Company it may

authorise such person or persons as it thinks fit to act as its representative(s) at any general

meting of the Company or at any general meting of any clas of members of the Company

or creditors metings provided that, if more than one person is so authorised, the authorisation

shal specify the number and clas of shares in respect of which each such person is so

authorised. The person so authorised wil be demed to have ben duly authorised without

the ned of producing any documents of title, notarised authorisation and/or further evidence

to substantiate that it is so authorised. A person so authorised pursuant to this provision shal

be entitled to exercise the same rights and powers on behalf of the recognised clearing house

(or its nomine(s) which he represents as that recognised clearing house (or its nomine(s)

could exercise as if such person were an individual member of the Company holding the

number and clas of shares specified in such authorisation, including, where a show of hands

is alowed, the right to vote individualy on a show of hands, notwithstanding any contrary

provision contained in these Articles.

15 Registered Ofice

The registered ofice of the Company shal be at such place in the Cayman Islands as the

Board shal from time to time apoint.

16 Board of Directors

16.1 So long as shares in the Company are listed on the Exchange, the Board shal include such

number of Independent Non-Executive Directors as the relevant code, rules or regulations

aplicable to the listing of any shares on the Exchange require. The number of Directors shal

not be les than thre. The first Directors shal be determined in writing by, or apointed by a

resolution of, the subscriber(s) to the Memorandum.

16.2 The Board shal have power from time to time and at any time to apoint any person as

a Director either to fil a casual vacancy or as an adition to the Board. Any Director so

apointed shal hold ofice only until the first anual general meting of the Company after

his apointment and shal then be eligible for re-election at that meting.

16.3 The Company may from time to time in general meting by ordinary resolution increase or

reduce the number of Directors but so that the number of Directors shal not be les than

thre. Subject to the provisions of these Articles and the Act, the Company may by ordinary

resolution elect any person to be a Director either to fil a casual vacancy or as an adition

to the existing Directors. The re-election of an Independent Non-Executive Director who

has held such ofice for more than nine years shal require separate aproval of an ordinary

resolution of the members in general meting and the Board shal provide reasons to the

members prior to the general meting as to why it believes such Independent Non-Executive

Director is stil independent and should be re-elected.

16.4 No person shal, unles recomended by the Board, be eligible for election to the ofice of

Director at any general meting unles during the period, which shal be at least seven days,

comencing no earlier than the day after the despatch of the notice of the meting apointed

for such election and ending no later than seven days prior to the date of such meting, there

has ben given to the Secretary notice in writing by a member of the Company (not being the

person to be proposed), entitled to atend and vote at the meting 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 wilingnes to be elected.

16.5 The Company shal kep at its registered ofice a register of directors and oficers containing

their names and adreses and any other particulars required by the Act and shal send to the

Registrar of Companies of the Cayman Islands a copy of such register and shal from time to

time notify to the Registrar of Companies of the Cayman Islands any change that takes place

in relation to such Directors as required by the Act.

16.6 The Company may by ordinary resolution at any time remove any Director (including a

managing Director or other executive Director) before the expiration of his term of ofice

notwithstanding anything in these Articles or in any agrement betwen the Company and

such Director and may by ordinary resolution elect another person in his stead. Any person

so elected shal hold ofice during such time only as the Director in whose place he is elected

would have held the same if he had not ben removed. Nothing in this Article should be taken

as depriving a Director removed under any provisions of this Article of compensation or

damages payable to him in respect of the termination of his apointment as Director or of any

other apointment or ofice as a result of the termination of his apointment as Director or as

derogatory from any power to remove a Director which may exist apart from the provision of

this Article.

16.7 A Director may at any time by notice in writing delivered to the registered ofice of the

Company, the principal ofice of the Company in Hong Kong or at a meting of the Board,

apoint any person (including another Director) to be his alternate Director in his place

during his absence and may in like maner at any time determine such apointment. Such

apointment, unles previously aproved by the Board, shal have efect only upon and

subject to being so aproved, provided that the Board may not withold aproval of any such

apointment where the proposed apointe is a Director.

16.8 The apointment of an alternate Director shal determine on the hapening of any event

which, were he a Director, would cause him to vacate such ofice or if his apointor ceases to

be a Director.

16.9 An alternate Director shal (except when absent from Hong Kong), be entitled to receive and

waive (in lieu of his apointor) notices of metings of the Directors and shal be entitled to

atend and vote as a Director and be counted in the quorum at any such meting at which the

Director apointing him is not personaly present and generaly at such meting to perform

al the functions of his apointor as a Director and for the purposes of the procedings at such

meting the provisions of these Articles shal aply as if he (instead of his apointor) were

a Director. If he shal be himself a Director or shal atend any such meting as an alternate

for more than one Director his voting rights shal be cumulative and he ned not use al his

votes or cast al the votes he uses in the same way. If his apointor is for the time being

absent from Hong Kong or otherwise not available or unable to act (as to which a certificate

by the alternate shal in the absence of actual notice to the contrary to other Directors be

conclusive), his signature to any resolution in writing of the Directors shal be as efective as

the signature of his apointor. To such extent as the Board may from time to time determine

in relation to any comite of the Board, the provisions of this Article shal also aply

mutatis mutandis to any meting of any such comite of which his apointor is a member.

An alternate Director shal not, save as aforesaid, have power to act as a Director nor shal he

be demed to be a Director for the purposes of these Articles.

16.10 An alternate Director shal be entitled to contract and be interested in and benefit from

contracts or arangements or transactions and to be repaid expenses and to be indemnified

to the same extent mutatis mutandis as if he were a Director, but he shal not be entitled

to receive from the Company in respect of his apointment as alternate Director any

remuneration except only such part (if any) of the remuneration otherwise payable to his

apointor as such apointor may by notice in writing to the Company from time to time

direct.

16.11 In adition to the provisions of Articles 16.7 to 16.10, a Director may be represented at any

meting of the Board (or of any comite of the Board) by a proxy apointed by him, in

which event the presence or vote of the proxy shal for al purposes be demed to be that of

the Director. A proxy ned not himself be a Director and the provisions of Articles 14.8 to

14.13 shal aply mutatis mutandis to the apointment of proxies by Directors save that an

instrument apointing a proxy shal not become invalid after the expiration of twelve months

from its date of execution but shal remain valid for such period as the instrument shal

provide or, if no such provision is made in the instrument, until revoked in writing and save

also that a Director may apoint any number of proxies although only one such proxy may

atend in his stead at metings of the Board (or of any comite of the Board).

16.12 A Director ned not hold any qualification shares. No Director shal be required to vacate

ofice or be ineligible for re-election or re-apointment as a Director and no person shal be

ineligible for apointment as a Director by reason only of his having atained any particular

age.

16.13 The Directors shal be entitled to receive by way of remuneration for their services such

sum as shal from time to time be determined by the Company in general meting or by the

Board, as the case may be, such sum (unles otherwise directed by the resolution by which it

is determined) to be divided amongst the Directors in such proportions and in such maner as

they may agre, or failing agrement, equaly, except that in such event any Director holding

ofice for les than the whole of the relevant period in respect of which the remuneration is

paid shal only rank in such division in proportion to the time during such period for which

he has held ofice. Such remuneration shal be in adition to any other remuneration to which

a Director who holds any salaried employment or ofice in the Company may be entitled by

reason of such employment or ofice.

16.14 Payment to any Director or past Director of any sum by way of compensation for los of

ofice or as consideration for or in conection with his retirement from ofice (not being

a payment to which the Director is contractualy entitled) must first be aproved by the

Company in general meting.

16.15 The Directors shal be entitled to be paid al expenses, including travel expenses, reasonably

incured by them in or in conection with the performance of their duties as Directors

including their expenses of traveling to and from Board metings, comite metings or

general metings or otherwise incured whilst engaged on the busines of the Company or in

the discharge of their duties as Directors.

16.16 The Board may grant special remuneration to any Director, who shal perform any special

or extra services at the request of the Company. Such special remuneration may be made

payable to such Director in adition to or in substitution for his ordinary remuneration as a

Director, and may be made payable by way of salary, comision or participation in profits

or otherwise as may be agred.

16.17 The remuneration of an Executive Director (as apointed acording to Article 17.1) or a

Director apointed to any other ofice in the management of the Company shal from time

to time be fixed by the Board and may be by way of salary, comision, or participation

in profits or otherwise or by al or any of those modes and with such other benefits

(including share option and/or pension and/or gratuity and/or other benefits on retirement)

and alowances as the Board may from time to time decide. Such remuneration shal be in

adition to such remuneration as the recipient may be entitled to receive as a Director.

16.18 The ofice of a Director shal be vacated:

(a) if he resigns his ofice by notice in writing to the Company at its registered ofice or its

principal ofice in Hong Kong;

(b) if an order is made by any competent court or oficial on the grounds that he is or may

be sufering from mental disorder or is otherwise incapable of managing his afairs and

the Board resolves that his ofice be vacated;

apointed by him atends in his place) for a continuous period of 12 months, and the

Board resolves that his ofice be vacated;

(d) if he becomes bankrupt or has a receiving order made against him or suspends payment

or compounds with his creditors generaly;

(e) if he ceases to be or is prohibited from being a Director by law or by virtue of any

provisions in these Articles;

(f) if he shal be removed from ofice by notice in writing served upon him signed by not

les than thre-fourths in number (or, if that is not a round number, the nearest lower

round number) of the Directors (including himself) then in ofice; or

(g) if he shal be removed from ofice by an ordinary resolution under Article 16.6.

At every anual general meting of the Company one-third of the Directors for the time being

(or, if their number is not thre or a multiple of thre, then the number nearest to, but not les

than, one-third) shal retire from ofice by rotation provided that every Director (including

those apointed for a specific term) shal be subject to retirement by rotation at least once

every thre years. Any Director required to stand for re-election pursuant to Article 16.2

shal not be taken into acount in determining the number of Directors and which Directors

are to retire by rotation. A retiring Director shal retain ofice until the close of the meting

at which he retires and shal be eligible for re-election thereat. The Company at any anual

general meting at which any Directors retire may fil the vacated ofice by electing a like

number of persons to be Directors.

16.19 No Director or proposed Director shal be disqualified by his ofice from contracting with the

Company either as vendor, purchaser or otherwise nor shal any such contract or any contract

or arangement entered into by or on behalf of the Company with any person, company or

partnership of or in which any Director shal be a member or otherwise interested be capable

on that acount of being avoided, nor shal any Director so contracting or being any member

or so interested be liable to acount to the Company for any profit so realised by any such

contract or arangement by reason only of such Director holding that ofice or the fiduciary

relationship thereby established, provided that such Director shal, if his interest in such

contract or arangement is material, declare the nature of his interest at the earliest meting

of the Board at which it is practicable for him to do so, either specificaly or by way of a

general notice stating that, by reason of the facts specified in the notice, he is to be regarded

as interested in any contracts of a specified description which may subsequently be made by

the Company.

16.20 Any Director may continue to be or become a director, managing director, joint managing

director, deputy managing director, executive director, manager or other oficer or member

of any other company in which the Company may be interested and (unles otherwise

agred betwen the Company and the Director) no such Director shal be liable to acount

to the Company or the members for any remuneration or other benefits received by him as

a director, managing director, joint managing director, deputy managing director, executive

director, manager or other oficer or member of any such other company. The Directors may

exercise the voting powers confered by the shares in any other company held or owned by

the Company, or exercisable by them as directors of such other company in such maner

in al respects as they think fit (including the exercise thereof in favour of any resolution

apointing themselves or any of them directors, managing directors, joint managing directors,

deputy managing directors, executive directors, managers or other oficers of such company)

and any Director may vote in favour of the exercise of such voting rights in maner aforesaid

notwithstanding that he may be, or is about to be, apointed a director, managing director,

joint managing director, deputy managing director, executive director, manager or other

oficer of such a company, and that as such he is or may become interested in the exercise of

such voting rights in the maner aforesaid.

16.21 A Director may hold any other ofice or place of profit with the Company (except that of

Auditor) in conjunction with his ofice of Director for such period and upon such terms as

the Board may determine, and may be paid such extra remuneration therefor (whether by way

of salary, comision, participation in profit or otherwise) as the Board may determine, and

such extra remuneration shal be in adition to any remuneration provided for by or pursuant

to any other Article.

16.22 A Director shal not be entitled to vote on (nor shal be counted in the quorum in relation to)

any resolution of the Board in respect of any contract or arangement or any other proposal

whatsoever in which he or any of his Close Asociates (or, if required by the Listing Rules,

his other Asociates) has any material interest, and if he shal do so his vote shal not be

counted (nor is he to be counted in the quorum for the resolution), but this prohibition shal

not aply to any of the folowing maters, namely:

(a) the giving of any security or indemnity either:

(i) to the Director or any of his Close Asociates in respect of money lent or

obligations incured or undertaken by him or any of them at the request of or for

the benefit of the Company or any of its subsidiaries; or

(i) to a third party in respect of a debt or obligation of the Company or any of its

subsidiaries for which the Director or any of his Close Asociates has himself/

themselves asumed responsibility in whole or in part and whether alone or jointly

under a guarante or indemnity or by the giving of security;

(b) any proposal concerning an ofer of shares or debentures or other securities of or by

the Company or any other company which the Company may promote or be interested

in for subscription or purchase where the Director or any of his Close Asociates is/are

or is/are to be interested as a participant in the underwriting or sub-underwriting of the

ofer;

any of its subsidiaries including:

(i) the adoption, modification or operation of any employes’ share scheme or any

share incentive scheme or share option scheme under which the Director or any of

his Close Asociates may benefit; or

(i) the adoption, modification or operation of a pension or provident fund or

retirement, death or disability benefits scheme which relates both to Directors,

their Close Asociates and employes of the Company or any of its subsidiaries

and does not provide in respect of any Director or any of his Close Asociates as

such any privilege or advantage not generaly acorded to the clas of persons to

which such scheme or fund relates; and

(d) any contract or arangement in which the Director or any of his Close Asociates is/

are interested in the same maner as other holders of shares or debentures or other

securities of the Company by virtue only of his/their interest in shares or debentures or

other securities of the Company.

16.23 Where a Director is also a director or member of the senior management of Haichang Group,

such Director shal not be entitled to vote on (nor shal be counted in the quorum in relation

to) any resolution relating to any potential transaction betwen the Company and Haichang

Group, and such Director wil absent himself from board meting when such maters are

discused, unles expresly requested to atend by a majority of the Independent Non-

Executive Directors or except in the opinion of the Independent Non-Executive Directors

such Director’s or any of his Asociates’ interest in such maters discused would not cause

any conflict of interests betwen the Company and Haichang Group.

16.24 Where proposals are under consideration concerning the apointment (including fixing or

varying the terms of or terminating the apointment) of two or more Directors to ofices or

employments with the Company or any company in which the Company is interested, such

proposals shal be divided and considered in relation to each Director separately and in such

case each of the Directors concerned (if not prohibited from voting under Article 16.22) shal

be entitled to vote (and be counted in the quorum) in respect of each resolution except that

concerning his own apointment.

16.25 If any question shal arise at any meting of the Board as to the materiality of a Director’s

interest or the significance of a contract, arangement or transaction or proposed contract,

arangement or transaction or as to the entitlement of any Director to vote or form part of a

quorum and such question is not resolved by his voluntarily agreing to abstain from voting

or not to be counted in the quorum, such question shal be refered to the Chairman of the

meting (or, where question relates to the interest of the Chairman, to the other Directors at

the meting) and his ruling (or, as apropriate, the ruling of the other Directors) in relation to

any other Director (or, as apropriate, the Chairman) shal be final and conclusive except in a

case where the nature or extent of the interests of the Director concerned (or, as apropriate,

the Chairman) as known to such Director (or, as apropriate, the Chairman) has not ben

fairly disclosed to the Board.

17 Managing Directors

17.1 The Board may from time to time apoint any one or more of its body to the ofice of

managing Director, joint managing Director, deputy managing Director, or other executive

Director and/or such other employment or executive ofice in the management of the busines

of the Company as it may decide for such period and upon such terms as it thinks fit and

upon such terms as to remuneration as it may decide in acordance with Article 16.17.

17.2 Every Director apointed to an ofice under Article 17.1 hereof shal, without prejudice to

any claim for damages that such Director may have against the Company or the Company

may have against such Director for any breach of any contract of service betwen him and

the Company, be liable to be dismised or removed therefrom by the Board.

17.3 A Director apointed to an ofice under Article 17.1 shal be subject to the same provisions

as to removal as the other Directors, and he shal, without prejudice to any claim for damages

that such Director may have against the Company or the Company may have against such

Director for any breach of any contract of service betwen him and the Company, ipso facto

and imediately cease to hold such ofice if he shal cease to hold the ofice of Director for

any cause.

17.4 The Board may from time to time entrust to and confer upon a managing Director, joint

managing Director, deputy managing Director or executive Director al or any of the powers

of the Board that it may think fit. But the exercise of al powers by such Director shal be

subject to such regulations and restrictions as the Board may from time to time make and

impose, and the said powers may at any time be withdrawn, revoked or varied but no person

dealing in god faith and without notice of such withdrawal, revocation or variation shal be

afected thereby.

18 Management

18.1 Subject to any exercise by the Board of the powers confered by Articles 19.1 to 19.3, the

management of the busines of the Company shal be vested in the Board which, in adition

to the powers and authorities by these Articles expresly confered upon it, may exercise al

such powers and do al such acts and things as may be exercised or done or aproved by the

Company and are not hereby or by the Act expresly directed or required to be exercised or

done by the Company in general meting, but subject nevertheles to the provisions of the

Act and of these Articles and to any regulation from time to time made by the Company in

general meting not being inconsistent with such provisions or these Articles, provided that

no regulation so made shal invalidate any prior act of the Board which would have ben

valid if such regulation had not ben made.

18.2 Without prejudice to the general powers confered by these Articles, it is hereby expresly

declared that the Board shal have the folowing powers:

(a) to give to any person the right or option of requiring at a future date that an alotment

shal be made to him of any share at par or at such premium as may be agred; and

(b) to give to any Directors, oficers or employes of the Company an interest in any

particular busines or transaction or participation in the profits thereof or in the general

profits of the Company either in adition to or in substitution for a salary or other

remuneration.

18.3 Except as would be permited by the Companies Ordinance if the Company were a company

incorporated in Hong Kong, and except as permited under the Companies Act, the Company

shal not directly or indirectly:

(a) make a loan to a Director or his Close Asociates or a director of any holding company

of the Company or a body corporate controled by a Director or such a director;

(b) enter into any guarante or provide any security in conection with a loan made by any

person to a Director or such a director or a body corporate controled by a Director or

such a director; or

controling interest in another company, make a loan to that other company or enter into

any guarante or provide any security in conection with a loan made by any person to

that other company.

19 Managers

19.1 The Board may from time to time apoint a general manager, manager or managers of the

Company and may fix his or their remuneration either by way of salary or comision or

by confering the right to participation in the profits of the Company or by a combination of

two or more of these modes and pay the working expenses of any of the staf of the general

manager, manager or managers who may be employed by him or them in conection with the

conduct of the busines of the Company.

19.2 The apointment of such general manager, manager or managers may be for such period as

the Board may decide and the Board may confer upon him or them al or any of the powers

of the Board as it may think fit.

19.3 The Board may enter into such agrement or agrements with any such general manager,

manager or managers upon such terms and conditions in al respects as the Board may in

its absolute discretion think fit, including a power for such general manager, manager or

managers to apoint an asistant manager or managers or other employes whatsoever under

them for the purpose of carying on the busines of the Company.

20 Procedings of Directors

20.1 The Board may met together for the despatch of busines, adjourn and otherwise regulate

its metings and procedings as it thinks fit in any part of the world and may determine the

quorum necesary for the transaction of busines. Unles otherwise determined two Directors

shal be a quorum. For the purposes of this Article an alternate Director shal be counted

in a quorum in place of the Director who apointed him and an alternate Director who is

an alternate for more than one Director shal for quorum purposes be counted separately in

respect of himself (if he is a Director) and in respect of each Director for whom he is an

alternate (but so that nothing in this provision shal be construed as authorising a meting

to be constituted when only one person is physicaly present). A meting of the Board or

any comite of the Board may be held by means of a telephone or tele-conferencing

or any other telecomunications facility provided that al participants are thereby able to

comunicate contemporaneously by voice with al other participants and participation in a

meting pursuant to this provision shal constitute presence in person at such meting.

20.2 A Director may, and on request of a Director the Secretary shal, at any time sumon a

meting of the Board. Failing any determination by the Board, not les than 48 hours notice

thereof shal be given to each Director either in writing or by telephone or by facsimile, telex

or telegram at the adres or telephone, facsimile or telex number from time to time notified

to the Company by such Director or in such other maner as the Board may from time to time

determine.

20.3 Subject to Articles 16.19 to 16.25, questions arising at any meting of the Board shal be

decided by a majority of votes, and in case of an equality of votes the Chairman shal have a

second or casting vote.

20.4 The Board may elect a Chairman of its metings and determine the period for which he is

to hold ofice; but if no such Chairman is elected, or if at any meting the Chairman is not

present within 15 minutes after the time apointed for holding the same, the Directors present

may chose one of their number to be Chairman of the meting.

20.5 A meting of the Board for the time being at which a quorum is present shal be competent

to exercise al or any of the authorities, powers and discretions by or under these Articles for

the time being vested in or exercisable by the Board generaly.

20.6 The Board may delegate any of its powers to comites consisting of such member or

members of the Board (including alternate Directors in the absence of their apointers) as

the Board thinks fit, and it may from time to time revoke such delegation or revoke the

apointment of and discharge any comites either wholy or in part, and either as to

persons or purposes, but every comite so formed shal in the exercise of the powers so

delegated conform to any regulations that may from time to time be imposed upon it by the

Board.

20.7 Al acts done by any such comite in conformity with such regulations and in fulfilment of

the purposes for which it is apointed, but not otherwise, shal have the like force and efect

as if done by the Board, and the Board shal have power, with the consent of the Company

in general meting, to remunerate the members of any such comite, and charge such

remuneration to the curent expenses of the Company.

20.8 The metings and procedings of any such comite consisting of two or more members of

the Board shal be governed by the provisions herein contained for regulating the metings

and procedings of the Board so far as the same are aplicable thereto and are not replaced

by any regulations imposed by the Board pursuant to Article 20.6.

20.9 The Board shal cause minutes to be made of:

(a) al apointments of oficers made by the Board;

(b) the names of the Directors present at each meting of the Board and of comites

apointed pursuant to Article 20.6;

proposed contract or of his holding of any ofice or property whereby any conflict of

duty or interest may arise; and

(d) al resolutions and procedings at al metings of the Company and of the Board and of

such comites.

20.10 Any such minutes shal be conclusive evidence of any such procedings if they purport to be

signed by the chairman of the meting or by the chairman of the suceding meting.

20.11 Al acts bona fide done by any meting of the Board or by a comite of Directors or by

any person acting as Director shal, notwithstanding that it shal be afterwards discovered that

there was some defect in the apointment of such Director or persons acting as aforesaid or

that they or any of them were disqualified, be as valid as if every such person had ben duly

apointed and was qualified to be a Director or member of such comite as the case may

be.

20.12 The continuing Directors may act notwithstanding any vacancy in their body, but, if and

so long as their number is reduced below the number fixed by or pursuant to these Articles

as the necesary quorum of Directors, the continuing Director or Directors may act for the

purpose of increasing the number of Directors to that number or of sumoning a general

meting of the Company but for no other purpose.

20.13 Unles required otherwise by the Listing Rules, a resolution in writing signed by each and

every one of the Directors (or their respective alternates pursuant to Article 16.9) shal

be as valid and efectual as if it had ben pased at a meting of the Board duly convened

and held and may consist of several documents in like form each signed by one or more of

the Directors or alternate Directors. Notwithstanding the foregoing, a resolution in writing

shal not be valid and efective if the resolution relates to any mater or busines in which a

substantial shareholder of the Company (as defined in the Listing Rules from time to time), or

a Director, has an interest conflicting with that of the Company which the Board determines,

prior to the pasing of such resolution, to be material.

21 Secretary

21.1 The Secretary shal be apointed by the Board for such term, at such remuneration and

upon such conditions as it may think fit, and any Secretary so apointed may be removed

by the Board. Anything by the Act or these Articles required or authorised to be done by or

to the Secretary, if the ofice is vacant or there is for any other reason no Secretary capable

of acting, may be done by or to any asistant or deputy Secretary apointed by the Board,

or if there is no asistant or deputy Secretary capable of acting, by or to any oficer of the

Company authorised generaly or specificaly in that behalf by the Board.

21.2 A provision of the Act or of these Articles requiring or authorising a thing to be done by or to

a Director and the Secretary shal not be satisfied by its being done by or to the same person

acting both as Director and as or in place of the Secretary.

22 General Management and Use of the Seal

22.1 The Board shal provide for the safe custody of the seal which shal only be used by the

authority of the Board or of a comite of the Board authorised by the Board in that behalf,

and every instrument to which such seal shal be afixed shal be signed by a Director and

shal be countersigned by the Secretary or by a second Director or by some other person

apointed by the Board for the purpose. The securities seal which shal be a facsimile of

the comon seal with the word “Securities” engraved thereon shal be used exclusively for

sealing securities isued by the Company and for sealing documents creating or evidencing

securities so isued. The Board may either generaly or in any particular case resolve that

the securities seal or any signatures or any of them may be afixed to certificates for shares,

warants, debentures or any other form of security by facsimile or other mechanical means

specified in such authority or that any such certificates sealed with the securities seal ned

not be signed by any person. Every instrument to which the seal is afixed as aforesaid shal,

as regards al persons dealing in god faith with the Company, be demed to have ben

afixed to that instrument with the authority of the Directors previously given.

22.2 The Company may have a duplicate seal for use outside of the Cayman Islands as and where

the Board shal determine, and the Company may by writing under the seal apoint any

agents or agent, comites or comite abroad to be the agents of the Company for the

purpose of afixing and using such duplicate seal and they may impose such restrictions on

the use thereof as may be thought fit. Wherever in these Articles reference is made to the

seal, the reference shal, when and so far as may be aplicable, be demed to include any

such duplicate seal as aforesaid.

22.3 Al cheques, promisory notes, drafts, bils of exchange and other negotiable instruments, and

al receipts for moneys paid to the Company shal be signed, drawn, acepted, indorsed or

otherwise executed, as the case may be, in such maner as the Board shal from time to time

by resolution determine. The Company’s banking acounts shal be kept with such banker or

bankers as the Board shal from time to time determine.

22.4 The Board may from time to time and at any time, by power of atorney under the seal,

apoint any company, firm or person or any fluctuating body of persons, whether nominated

directly or indirectly by the Board, to be the atorney or atorneys of the Company for such

purposes and with such powers, authorities and discretions (not exceding those vested in

or exercisable by the Board under these Articles) and for such period and subject to such

conditions as it may think fit, and any such power of atorney may contain such provisions

for the protection and convenience of persons dealing with any such atorney as the Board

may think fit, and may also authorise any such atorney to sub-delegate al or any of the

powers, authorities and discretions vested in him.

22.5 The Company may, by writing under its seal, empower any person, either generaly or in

respect of any specified mater, as its atorney to execute deds and instruments on its behalf

in any part of the world and to enter into contracts and sign the same on its behalf and every

ded signed by such atorney on behalf of the Company and under his seal shal bind the

Company and have the same efect as if it were under the seal of the Company.

22.6 The Board may establish any comites, regional or local boards or agencies for managing

any of the afairs of the Company, either in the Cayman Islands, Hong Kong, the People’s

Republic of China or elsewhere, and may apoint any persons to be members of such

comites, regional or local boards or agencies and may fix their remuneration, and may

delegate to any comite, regional or local board or agent any of the powers, authorities and

discretions vested in the Board (other than its powers to make cals and forfeit shares), with

power to sub-delegate, and may authorise the members of any local board or any of them to

fil any vacancies therein and to act notwithstanding vacancies, and any such apointment or

delegation may be upon such terms and subject to such conditions as the Board may think

fit, and the Board may remove any person so apointed and may anul or vary any such

delegation, but no person dealing in god faith and without notice of any such anulment or

variation shal be afected thereby.

22.7 The Board may establish and maintain or procure the establishment and maintenance of

any contributory or non-contributory pension or provident or superanuation funds or (with

the sanction of an ordinary resolution) employe or executive share option schemes for the

benefit of, or give or procure the giving of donations, gratuities, pensions, alowances or

emoluments to any persons who are or were at any time in the employment or service of the

Company, or of any company which is a subsidiary of the Company, or is alied or asociated

with the Company or with any such subsidiary company, or who are or were at any time

directors or oficers of the Company or of any such other company as aforesaid, and holding

or who have held any salaried employment or ofice in the Company or such other company,

and the wives, widows, families and dependents of any such persons. The Board may also

establish and subsidise or subscribe to any institutions, asociations, clubs or funds calculated

to be for the benefit of or to advance the interests and wel-being of the Company or of any

such other company as aforesaid, and may make payments for or towards the insurance of

any such persons as aforesaid, and subscribe or guarante money for charitable or benevolent

objects or for any exhibition or for any public, general or useful object. The Board may do

any of the maters aforesaid, either alone or in conjunction with any such other company

as aforesaid. Any Director holding any such employment or ofice shal be entitled to

participate in and retain for his own benefit any such donation, gratuity, pension, alowance

or emolument.

23 Capitalisation of Reserves

23.1 The Company in general meting may upon the recomendation of the Board by ordinary

resolution resolve that it is desirable to capitalise al or any part of the amount for the time

being standing to the credit of any of the Company’s reserve acounts or funds or to the

credit of the profit and los acount or otherwise available for distribution (and not required

for the payment or provision of dividend on any shares with a preferential right to dividend)

and acordingly that such sums be set fre for distribution amongst the members who would

have ben entitled thereto if distributed by way of dividend and in the same proportion on

condition that the same be not paid in cash but be aplied either in or towards paying up

any amounts for the time being unpaid on any shares held by such members respectively

or paying up in ful unisued shares, debentures or other securities of the Company to be

aloted and distributed credited as fuly paid up to and amongst such members in proportion

aforesaid or partly in one way and partly in the other, and the Board shal give efect to such

resolution, provided that a share premium acount and a capital redemption reserve and any

reserve or fund representing unrealised profits may, for the purposes of this Article, only be

aplied in paying up unisued shares to be isued to members of the Company as fuly paid

up shares or paying up cals or instalments due or payable on partly paid securities of the

Company subject always to the provisions of the Act.

23.2 Wherever such a resolution as refered to in Article 23.1 shal have ben pased the Board

shal make al apropriations and aplications of the undivided profits resolved to be

capitalised thereby, and al alotments and isues of fuly paid up shares, debentures or other

securities, if any, and generaly shal do al acts and things required to give efect thereto,

with ful power to the Board:

(a) to make such provision by the isue of fractional certificates or by payment in cash or

otherwise (including provisions whereby, in whole or in part, fractional entitlements are

agregated and sold and the net proceds distributed to those entitled, or are disregarded

or rounded up or down or whereby the benefit of fractional entitlements acrues to the

Company rather than to the members concerned) as they think fit in cases where shares,

debentures or other securities become distributable in fractions;

(b) to exclude the right of participation or entitlement of any member with a registered

adres outside any teritory where in the absence of a registration statement or other

special or onerous formalities the circulation of an ofer of such right or entitlement

would or might be unlawful or where the Board consider the costs, expense or posible

delays in ascertaining the existence or extent of the legal and other requirements

aplicable to such ofer or the aceptance of such ofer out of proportion to the benefits

of the Company; and

agrement with the Company providing for the alotment to them respectively, credited

as fuly paid up, of any further shares, debentures or other securities to which they may

be entitled upon such capitalisation, or, as the case may require, for the payment up by

the Company on their behalf, by the aplication thereto of their respective proportions

of the profits resolved to be capitalised, of the amounts or any part of the amounts

remaining unpaid on their existing shares, and any agrement made under such authority

shal be efective and binding on al such members.

23.3 The Board may, in relation to any capitalisation sanctioned under Article 23.2 in its absolute

discretion specify that, and in such circumstances and if directed so to do by a member or

members entitled to an alotment and distribution credited as fuly paid up of unisued shares

or debentures in the Company pursuant to such capitalisation, the unisued shares, debentures

or other securities to which that member is entitled shal be aloted and distributed credited

as fuly paid up to such person or persons as that member may nominate by notice in writing

to the Company, such notice to be received not later than the day for which the general

meting of the Company to sanction the capitalisation is convened.

24 Dividends and Reserves

24.1 Subject to the Act and these Articles, the Company in general meting may declare dividends

in any curency but no dividends shal exced the amount recomended by the Board.

24.2 The dividends, interest and bonuses and any other benefits and advantages in the nature

of income receivable in respect of the Company’s investments, and any comisions,

trusteship, agency, transfer and other fes and curent receipts of the Company shal, subject

to the payment thereout of the expenses of management, interest upon borowed money and

other expenses which in the opinion of the Board are of a revenue nature, constitute the

profits of the Company available for distribution.

24.3 The Board may from time to time pay to the members such interim dividends as apear to the

Board to be justified by the profits of the Company and, in particular (but without prejudice

to the generality of the foregoing), if at any time the share capital of the Company is divided

into diferent clases, the Board may pay such interim dividends in respect of those shares in

the capital of the Company which confer on the holders thereof defered or non-preferential

rights as wel as in respect of those shares which confer on the holders thereof preferential

rights with regard to dividend and provided that the Board acts bona fide, the Board shal not

incur any responsibility to the holders of shares confering any preferential rights.

24.4 The Board may also pay half-yearly or at other intervals to be selected by it any dividend

which may be payable at a fixed rate if the Board is of the opinion that the profits available

for distribution justify the payment.

24.5 The Board may in adition from time to time declare and pay special dividends on shares

of any clas of such amounts and on such dates as they think fit, and the provisions of

Article 24.3 as regards the powers and the exemption from liability of the Board as relate to

declaration and payment of interim dividends shal aply, mutatis mutandis, to the declaration

and payment of any such special dividends.

24.6 No dividend shal be declared or payable except out of the profits and reserves of the

Company lawfuly available for distribution including share premium. No dividend shal

cary interest against the Company.

24.7 Whenever the Board or the Company in general meting has resolved that a dividend be paid

or declared on the share capital of the Company, the Board may further resolve:

EITHER

(a) that such dividend be satisfied wholy or in part in the form of an alotment of shares

credited as fuly paid up, provided that the members entitled thereto wil be entitled to

elect to receive such dividend (or part thereof) in cash in lieu of such alotment. In such

case, the folowing provisions shal aply:

(i) the basis of any such alotment shal be determined by the Board;

(i) the Board, after determining the basis of alotment, shal give not les than two

weks’ notice in writing to the members of the right of election acorded to them

and shal send with such notice forms of election and specify the procedure to

be folowed and the place at which and the latest date and time by which duly

completed forms of election must be lodged in order to be efective;

(i) the right of election may be exercised in respect of the whole or part of that

portion of the dividend in respect of which the right of election has ben acorded;

(iv) the dividend (or that part of the dividend to be satisfied by the alotment of shares

as aforesaid) shal not be payable in cash on shares in respect whereof the cash

election has not ben duly exercised (the “non-elected shares”) and in satisfaction

thereof shares shal be aloted credited as fuly paid to the holders of the non-

elected shares on the basis of alotment determined as aforesaid and for such

purpose the Board shal capitalise and aply out of any part of the undivided

profits of the Company or any part of any of the Company’s reserve acounts

(including any special acount, share premium acount and capital redemption

reserve (if there be any such reserve) or profit or los acount or amounts

otherwise available for distribution as the Board may determine, a sum equal to

the agregate nominal amount of the shares to be aloted on such basis and aply

the same in paying up in ful the apropriate number of shares for alotment and

distribution to and amongst the holders of the non-elected shares on such basis;

(b) that members entitled to such dividend shal be entitled to elect to receive an alotment

of shares credited as fuly paid up in lieu of the whole or such part of the dividend as

the Board may think fit. In such case, the folowing provisions shal aply:

(i) the basis of any such alotment shal be determined by the Board;

(i) the Board, after determining the basis of alotment, shal give not les than two

weks’ notice in writing to members of the right of election acorded to them

and shal send with such notice forms of election and specify the procedure to

be folowed and the place at which and the latest date and time by which duly

completed forms of election must be lodged in order to be efective;

(i) the right of election may be exercised in respect of the whole or part of that

portion of the dividend in respect of which the right of election has ben acorded;

(iv) the dividend (or that part of the dividend in respect of which a right of election has

ben acorded) shal not be payable on shares in respect whereof the share election

has ben duly exercised (the “elected shares”) and in lieu thereof shares shal be

aloted credited as fuly paid to the holders of the elected shares on the basis of

alotment determined as aforesaid and for such purpose the Board shal capitalise

and aply out of any part of the undivided profits of the Company’s reserve

acounts (including any special acount, share premium acount and capital

redemption reserve (if there be any such reserve) or profit and los acount or

amounts otherwise available for distribution as the Board may determine, a sum

equal to the agregate nominal amount of the shares to be aloted on such basis

and aply the same in paying up in ful the apropriate number of shares for

alotment and distribution to and amongst the holders of the elected shares on such

basis.

24.8 The shares aloted pursuant to the provisions of Article 24.7 shal be of the same clas as the

clas of, and shal rank pari pasu in al respects with the shares then held by the respective

alotes save only as regards participation:

(a) in the relevant dividend (or share or cash election in lieu thereof as aforesaid); or

(b) in any other distributions, bonuses or rights paid, made, declared or anounced prior

to or contemporaneously with the payment or declaration of the relevant dividend,

unles contemporaneously with the anouncement by the Board of its proposal to

aply the provisions of Article 24.7(a) or 24.7(b) in relation to the relevant dividend

or contemporaneously with its anouncement of the distribution, bonus or rights in

question, the Board shal specify that the shares to be aloted pursuant to the provisions

of Article 24.7 shal rank for participation in such distributions, bonuses or rights.

24.9 The Board may do al acts and things considered necesary or expedient to give efect to

any capitalisation pursuant to the provisions of Article 24.8 with ful power to the Board to

make such provisions as it thinks fit in the case of shares becoming distributable in fractions

(including provisions whereby, in whole or in part, fractional entitlements are agregated and

sold and the net proceds distributed to those entitled, or are disregarded or rounded up or

down or whereby the benefit of fractional entitlements acrues to the Company rather than

to the members concerned). The Board may authorise any person to enter into on behalf of

al members interested, an agrement with the Company providing for such capitalisation

and maters incidental thereto and any agrement made pursuant to such authority shal be

efective and binding on al concerned.

24.10 The Company may upon the recomendation of the Board by ordinary resolution resolve in

respect of any one particular dividend of the Company that notwithstanding the provisions of

Article 24.7 a dividend may be satisfied wholy in the form of an alotment of shares credited

as fuly paid without ofering any right to members to elect to receive such dividend in cash

in lieu of such alotment.

24.11 The Board may on any ocasion determine that rights of election and the alotment of shares

under Article 24.7 shal not be made available or made to any members with registered

adreses in any teritory where in the absence of a registration statement or other special

formalities the circulation of an ofer of such rights of election or the alotment of shares

would or might be unlawful, or where the Board considers the costs, expenses or posible

delays in ascertaining the existence or extent of the legal and other requirements aplicable

to such ofer or the aceptance of such ofer out of proportion to the benefit of the Company,

and in any such case the provisions aforesaid shal be read and construed subject to such

determination.

24.12 The Board shal establish an acount to be caled the share premium acount and shal cary

to the credit of such acount from time to time a sum equal to the amount or value of the

premium paid on the isue of any share in the Company. The Company may aply the share

premium acount in any maner permited by the Companies Act. The Company shal at al

times comply with the provisions of the Companies Act in relation to the share premium

acount.

24.13 The Board may, before recomending any dividend, set aside out of the profits of the

Company such sums as it thinks fit as a reserve or reserves which shal, at the discretion of

the Board, be aplicable for meting claims on or liabilities of the Company or contingencies

or for paying of any loan capital or for equalising dividends or for any other purpose to

which the profits of the Company may be properly aplied, and pending such aplication

may, at the like discretion, either be employed in the busines of the Company or be invested

in such investments (including shares, warants and other securities of the Company) as

the Board may from time to time think fit, and so that it shal not be necesary to kep any

reserves separate or distinct from any other investments of the Company. The Board may also

without placing the same to reserve cary forward any profits which it may think prudent not

to distribute by way of dividend.

24.14 Unles and to the extent that the rights atached to any shares or the terms of isue thereof

otherwise provide, al dividends shal (as regards any shares not fuly paid throughout the

period in respect of which the dividend is paid) be aportioned and paid pro rata acording to

the amounts paid up on the shares during any portion or portions of the period in respect of

which the dividend is paid. For the purpose of this Article no amount paid up on a share in

advance of cals shal be treated as paid up on the share.

24.15 The Board may retain any dividends or other moneys payable on or in respect of a share

upon which the Company has a lien, and may aply the same in or towards satisfaction of the

debts, liabilities or engagements in respect of which the lien exists.

24.16 The Board may retain any dividends or other monies payable upon shares in respect of which

any person is, under the provisions as to the transmision of shares hereinbefore contained,

entitled to become a member, or in respect of which any person is under those provisions

entitled to transfer, until such person shal become a member in respect of such shares or

shal transfer the same.

24.17 The Board may deduct from any dividend or other monies payable to any member al sums of

money (if any) presently payable by him to the Company on acount of cals, instalments or

otherwise.

24.18 Any general meting sanctioning a dividend may make a cal on the members of such amount

as the meting resolves, but so that the cal on each member shal not exced the dividend

payable to him, and so that the cal be made payable at the same time as the dividend, and the

dividend may, if so aranged betwen the Company and the member, be set of against the

cal.

24.19 The Board, with the sanction of the members in general meting, may direct that any

dividend be satisfied wholy or in part by the distribution of specific asets of any kind and

in particular of paid up shares, debentures or warants to subscribe securities of any other

company, or in any one or more of such ways, and where any dificulty arises in regard to

the distribution the Board may setle the same as it thinks expedient, and in particular may

disregard fractional entitlements, round the same up or down or provide that the same shal

acrue to the benefit of the Company, and may fix the value for distribution of such specific

asets, or any part thereof, and may determine that cash payments shal be made to any

members upon the foting of the value so fixed in order to adjust the rights of al parties,

and may vest any such specific asets in trustes as may sem expedient to the Board and

may apoint any person to sign any requisite instruments of transfer and other documents on

behalf of the persons entitled to the dividend and such apointment shal be efective. Where

required, a contract shal be filed in acordance with the provisions of the Act and the Board

may apoint any person to sign such contract on behalf of the persons entitled to the dividend

and such apointment shal be efective.

24.20 A transfer of shares shal not pas therewith the right to any dividend or bonus declared

thereon before the registration of the transfer.

24.21 Any resolution declaring or resolving upon the payment of a dividend or other distribution on

shares of any clas, whether a resolution of the Company in general meting or a resolution

of the Board, may specify that the same shal be payable or made to the persons registered as

the holders of such shares at the close of busines on a particular date, notwithstanding that

it may be a date prior to that on which the resolution is pased, and thereupon the dividend

or other distribution shal be payable or made to them in acordance with their respective

holdings so registered, but without prejudice to the rights inter se in respect of such dividend

of transferors and transferes of any such shares.

24.22 If two or more persons are registered as joint holders of any shares, any one of such persons

may give efectual receipts for any dividends, interim and special dividends or bonuses and

other moneys payable or rights or property distributable in respect of such shares.

24.23 Unles otherwise directed by the Board, any dividend, interest or other sum payable in cash

to a holder of shares may be paid by cheque or warant sent through the post to the registered

adres of the member entitled, or, in case of joint holders, to the registered adres of

the person whose name stands first in the register in respect of the joint holding or to such

person and to such adres as the holder or joint holders may in writing direct. Every cheque

or warant so sent shal be made payable to the order of the holder or, in the case of joint

holders, to the order of the holder whose name stands first on the register in respect of such

shares and shal be sent at his or their risk, and the payment of any such cheque or warant

by the bank on which it is drawn shal operate as a god discharge to the Company in respect

of the dividend and/or bonus represented thereby, notwithstanding that it may subsequently

apear that the same has ben stolen or that any endorsement thereon has ben forged.

24.24 The Company may cease sending such cheques for dividend entitlements or dividend

warants by post if such cheques or warants have ben left uncashed on two consecutive

ocasions. However, the Company may exercise its power to cease sending cheques for

dividend entitlements or dividend warants after the first ocasion on which such a cheque or

warant is returned undelivered.

24.25 Al dividends or bonuses unclaimed for one year after having ben declared may be invested

or otherwise made use of by the Board for the exclusive benefit of the Company until

claimed and the Company shal not be constituted a truste in respect thereof or be required

to acount for any money earned thereon. Al dividends or bonuses unclaimed for six years

after having ben declared may be forfeited by the Board and shal revert to the Company and

after such forfeiture no member or other person shal have any right to or claim in respect of

such dividends or bonuses.

25 Untraceable Members

25.1 The Company shal be entitled to sel any shares of a member or the shares to which a

person is entitled by virtue of transmision on death or bankruptcy or operation of law if and

provided that:

(a) al cheques or warants, not being les than thre in number, for any sums payable in

cash to the holder of such shares have remained uncashed for a period of 12 years;

(b) the Company has not during that time or before the expiry of the thre month period

refered to in Article 25.1(d) below received any indication of the whereabouts or

existence of the member or person entitled to such shares by death, bankruptcy or

operation of law;

have become payable and no dividend during that period has ben claimed by the

member; and

(d) upon expiry of the 12-year period, the Company has caused an advertisement to

be published in the newspapers, or, subject to the Listing Rules, by electronic

comunication in the maner in which notices may be served by the Company by

electronic means as herein provided, giving notice of its intention to sel such shares,

and a period of thre months has elapsed since such advertisement and the Exchange

has ben notified of such intention.

The net proceds of any such sale shal belong to the Company and upon receipt by the

Company of such net proceds it shal become indebted to the former member for an amount

equal to such net proceds.

25.2 To give efect to any sale contemplated by Article 25.1 the Company may apoint any

person to execute as transferor an instrument of transfer of the said shares and such other

documents as are necesary to efect the transfer, and such documents shal be as efective as

if it had ben executed by the registered holder of or person entitled by transmision to such

shares and the title of the transfere shal not be afected by any iregularity or invalidity

in the procedings relating thereto. The net proceds of sale shal belong to the Company

which shal be obliged to acount to the former member or other person previously entitled

as aforesaid for an amount equal to such proceds and shal enter the name of such former

member or other person in the boks of the Company as a creditor for such amount. No trust

shal be created in respect of the debt, no interest shal be payable in respect of the same and

the Company shal not be required to acount for any money earned on the net proceds,

which may be employed in the busines of the Company or invested in such investments

(other than shares or other securities in or of the Company or its holding company if any) or

as the Board may from time to time think fit.

26 Document Destruction

The Company shal be entitled to destroy al instruments of transfer, probate, leters of

administration, stop notices, powers of atorney, certificates of mariage or death and other

documents relating to or afecting title to securities in or of the Company (“Registrable

Documents”) which have ben registered at any time after the expiration of six years from

the date of registration thereof and al dividend mandates and notifications of change of

adres at any time after the expiration of two years from the date of recording thereof and al

share certificates which have ben canceled at any time after the expiration of one year from

the date of the cancelation thereof and it shal conclusively be presumed in favour of the

Company that every entry in the register if purporting to have ben made on the basis of an

instrument of transfer or Registrable Document so destroyed was duly and properly made and

every instrument of transfer or Registrable Document so destroyed was a valid and efective

instrument or document duly and properly registered and every share certificate so destroyed

was a valid and efective certificate duly and properly canceled and every other document

hereinbefore mentioned so destroyed was a valid and efective document in acordance with

the recorded particulars thereof in the boks or records of the Company, provided always

that:

(a) the provisions aforesaid shal aply only to the destruction of a document in god faith

and without expres notice of the Company of any claim (regardles of the parties

thereto) to which the document might be relevant;

(b) nothing herein contained shal be construed as imposing upon the Company any liability

in respect of the destruction of any such document earlier than as aforesaid or in any

other circumstances which would not atach to the Company in the absence of this

Article; and

thereof in any maner.

Notwithstanding any provision contained in these Articles, the Directors may, if permited

by aplicable law, authorise the destruction of any documents refered to in this Article

or any other documents in relation to share registration which have ben microfilmed or

electronicaly stored by the Company or by the share registrar on its behalf provided always

that this Article shal aply only to the destruction of a document in god faith and without

expres notice to the Company that the preservation of such document might be relevant to a

claim.

27 Anual Returns and Filings

The Board shal make the requisite anual returns and any other requisite filings in

acordance with the Act.

28 Acounts

28.1 The Board shal cause to be kept such boks of acount as are necesary to give a true and

fair view of the state of the Company’s afairs and to show and explain its transactions and

otherwise in acordance with the Act.

28.2 The boks of acount shal be kept at the Company’s principal place of busines in Hong

Kong or, subject to the provisions of the Act, at such other place or places as the Board

thinks fit and shal always be open to the inspection of the Directors.

28.3 The Board shal from time to time determine whether, to what extent, at what times and

places and under what conditions or regulations, the acounts and boks of the Company,

or any of them, shal be open to the inspection of the members (other than oficers of the

Company) and no member shal have any right of inspecting any acounts or boks or

documents of the Company except as confered by the Act or any other relevant law or

regulation or as authorised by the Board or by the Company in general meting.

28.4 The Board shal, comencing with the first anual general meting cause to be prepared

and to be laid before the members of the Company at every anual general meting a profit

and los acount for the period, in the case of the first acount, since the incorporation of

the Company and, in any other case, since the preceding acount, together with a balance

shet as at the date to which the profit and los acount is made up and a Directors’ report

with respect to the profit or los of the Company for the period covered by the profit and

los acount and the state of the Company’s afairs as at the end of such period, an Auditors’

report on such acounts prepared pursuant to Article 29.1 and such other reports and acounts

as may be required by law.

28.5 Copies of those documents to be laid before the members of the Company at an anual

general meting shal not les than 21 days before the date of the meting be sent in the

maner in which notices may be served by the Company as provided herein to every member

of the Company and every holder of debentures of the Company, provided that the Company

shal not be required to send copies of those documents to any person of whose adres the

Company is not aware or to more than one of the joint holders of any shares or debentures.

28.6 To the extent permited by and subject to due compliance with these Articles, the Act and

al aplicable rules and regulations, including, without limitation, the rules of the Exchange,

the requirements of Article 28.5 shal be demed satisfied in relation to any member or any

holder of debentures of the Company by sending to such person instead of such copies,

not les than 21 days before the date of the anual general meting, in any maner not

prohibited by these Articles and the Act, a sumary financial statement derived from the

Company’s anual acounts, together with the Directors’ report and the Auditors’ report on

such acounts, which shal be in the form and containing the information required by these

Articles, the Act and al aplicable laws and regulations, provided that any person who is

otherwise entitled to the anual acounts of the Company, together with the Director’s report

and the Auditor’s report thereon may, if he so requires, by notice in writing served on the

Company, demand that the Company sends to him, in adition to the sumary financial

statement, a complete printed copy of the Company’s anual acounts, together with the

Directors’ report and the Auditor’s report thereon.

29 Audit

29.1 The Auditors shal audit the profit and los acount and balance shet of the Company in

each year and shal prepare a report thereon to be anexed thereto. Such report shal be

laid before the Company at its anual general meting in each year and shal be open to

inspection by any member. The Auditors shal at the next anual general meting folowing

their apointment and at any other time during their term of ofice, upon request of the Board

or any general meting of the members, make a report on the acounts of the Company in

general meting during their tenure of ofice.

29.2 The Company shal at every anual general meting by ordinary resolution apoint an auditor

or auditors of the Company who shal hold ofice until the next anual general meting.

The removal of an Auditor before the expiration of his period of ofice shal require the

aproval of an ordinary resolution of the members in general meting. The remuneration of

the Auditors shal be fixed by the Company at the anual general meting at which they are

apointed by ordinary resolution. No person may be apointed as the, or an, Auditor, unles

he is independent of the Company.

29.3 Every statement of acounts audited by the Auditors and presented by the Board at an anual

general meting shal after aproval at such meting be conclusive except as regards any

eror discovered therein within thre months of the aproval thereof. Whenever any such

eror is discovered within that period, it shal forthwith be corected, and the statement of

acount amended in respect of the eror shal be conclusive.

30 Notices

30.1 Except as otherwise provided in these Articles, any notice or document, including any

Corporate Comunication, may be served by the Company and any notices may be served by

the Board on any member in any of the folowing maner to the extent permited by, and in

compliance with the requirements of, the Listing Rules:

(a) personaly by leaving it at the registered adres of such member as apearing in the

(b) by sending it through the post in a prepaid leter adresed to such member at his

registered adres as apearing in the register (which shal be sent by airmail where the

notice or document is posted from one country to another);

suplied by the member to the Company;

(d) by placing it on the Company’s Website and the Exchange’s website; or

(e) (in the case of notice) by advertisement published in the maner prescribed under the

Listing Rules.

In the case of joint holders of a share, al notices shal be given to that holder for the time

being whose name stands first in the register and notice so given shal be suficient notice to

al the joint holders.

30.2 Notice of every general meting shal be given in any maner hereinbefore authorised to:

(a) every person shown as a member in the register of members as of the record date for

such meting except that in the case of joint holders the notice shal be suficient if

given to the joint holder first named in the register of members;

(b) every person upon whom the ownership of a share devolves by reason of his being a

legal personal representative or a truste in bankruptcy of a member of record where the

member of record but for his death or bankruptcy would be entitled to receive notice of

the meting;

(d) each Director and alternate Director;

(e) the Exchange; and

(f) such other person to whom such notice is required to be given in acordance with the

Listing Rules.

30.3 No other person shal be entitled to receive notices of general metings.

30.4 Any notice or document, including any Corporate Comunication:

(a) delivered or left at a registered adres otherwise than by post shal be demed to have

ben served or delivered on the day it was so delivered or left;

(b) sent by post shal be demed to have ben served on the day folowing that on which it

is put into a post ofice situated within Hong Kong and in proving such service it shal

be suficient to prove that the envelope or wraper containing the notice or document

was properly prepaid, adresed and put into such post ofice and a certificate in writing

signed by the Secretary or other person apointed by the Board that the envelope or

wraper containing the notice or document was so adresed and put into such post

ofice shal be conclusive evidence thereof;

and delivered on the day folowing that on which it is sucesfuly transmited or at

such later time as may be prescribed by the Listing Rules or any aplicable laws or

regulations, and it shal not be necesary for the receipt of the electronic transmision to

be acknowledged by the recipient;

(d) served by being placed on the Company’s Website and the Exchange’s website shal be

demed to be served at the time the notice or document first apears on the Company’s

Website and the Exchange’s website, or at such later time as may be prescribed by the

Listing Rules; and

(e) served by advertisement shal be demed to have ben served on the day of isue of the

oficial publication and/or newspaper(s) in which the advertisement is published (or on

the last day of isue if the publication and/or newspaper(s) are published on diferent

dates).

30.5 A notice may be given by the Company to the person or persons entitled to a share in

consequence of the death, mental disorder or bankruptcy of a member by sending it through

the post in a prepaid leter adresed to him or them by name, or by the title of representative

of the deceased, or truste of the bankrupt, or by any like description, at the adres, if any,

within Hong Kong suplied for the purpose by the person claiming to be so entitled, or (until

such an adres has ben so suplied) by giving the notice in any maner in which the same

might have ben given if the death, mental disorder or bankruptcy had not ocured.

30.6 Any person who by operation of law, transfer or other means whatsoever shal become

entitled to any share shal be bound by every notice in respect of such share which prior to

his name and adres being entered on the register shal have ben duly given to the person

from whom he derives his title to such share.

30.7 Any notice or document delivered or sent to any member in pursuance of these Articles, shal

notwithstanding that such member be then deceased and whether or not the Company has

notice of his death be demed to have ben 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 shal for

al purposes of these Articles be demed a suficient service of such notice or document on

his personal representatives and al persons (if any) jointly interested with him in any such

shares.

30.8 The signature to any notice to be given by the Company may be writen or printed by means

of facsimile or, where relevant, by Electronic Signature.

31 Information

31.1 No member shal be entitled to require discovery of or any information in respect of any

detail of the Company’s trading or any mater which is or may be in the nature of a trade

secret or secret proces which may relate to the conduct of the busines of the Company

and which in the opinion of the Board would not be in the interests of the members or the

Company to comunicate to the public.

31.2 The Board shal be entitled to release or disclose any information in its posesion, custody

or control regarding the Company or its afairs to any of its members including, without

limitation, information contained in the register of members and transfer boks of the

Company.

32 Winding Up

32.1 Subject to the Companies Act, the Company may by special resolution resolve that the

Company be wound up voluntarily.

32.2 If the Company shal be wound up (whether the liquidation is voluntary, under supervision

or by the court) the liquidator may, with the authority of a special resolution of the Company

and any other sanction required by the Act divide among the members in specie or kind the

whole or any part of the asets of the Company (whether the asets shal consist of property of

one kind or shal consist of properties of diferent kinds) and may for such purpose set such

value as he dems fair upon any property to be divided and may determine how such division

shal be caried out as betwen the members or diferent clases of members. The liquidator

may, with the like authority or sanction vest the whole or any part of such asets in trustes

upon such trusts for the benefit of the members as the liquidator, with the like authority or

sanction and subject to the Act, shal think fit, and the liquidation of the Company may be

closed and the Company disolved, but so that no member shal be compeled to acept any

asets, shares or other securities in respect of which there is a liability.

32.3 If the Company shal be wound up, and the asets available for distribution amongst the

members as such shal be insuficient to repay the whole of the paid-up capital, such asets

shal be distributed so that, as nearly as may be, the loses shal be borne by the members in

proportion to the capital paid up, or which ought to have ben paid up, at the comencement

of the winding up on the shares held by them respectively. And if in a winding up the asets

available for distribution amongst the members shal be more than suficient to repay the

whole of the capital paid up at the comencement of the winding up, the exces shal be

distributed amongst the members in proportion to the capital paid up at the comencement

of the winding up on the shares held by them respectively. This Article is to be without

prejudice to the rights of the holders of shares isued upon special terms and conditions.

32.4 In the event of a winding-up of the Company in Hong Kong, every member of the Company

who is not for the time being in Hong Kong shal be bound, within 14 days after the pasing

of an efective resolution to wind up the Company voluntarily, or the making of an order for

the winding-up of the Company, to serve notice in writing on the Company apointing some

person resident in Hong Kong and stating that person’s ful name, adres and ocupation

upon whom al sumonses, notices, proces, orders and judgments in relation to or under the

winding-up of the Company may be served, and in default of such nomination the liquidator

of the Company shal be at liberty on behalf of such member to apoint some such person,

and service upon any such apointe, whether apointed by the member or the liquidator,

shal be demed to be god personal service on such member for al purposes, and, where

the liquidator makes any such apointment, he shal with al convenient sped give notice

thereof to such member by advertisement as he shal dem apropriate or by a registered

leter sent through the post and adresed to such member at his adres as apearing in the

advertisement first apears or the leter is posted.

33 Indemnities

33.1 Every Director, Auditor or other oficer of the Company shal be entitled to be indemnified

out of the asets of the Company against al loses or liabilities incured or sustained by him

as a Director, Auditor or other oficer of the Company in defending any procedings, whether

civil or criminal, in which judgment is given in his favour, or in which he is acquited.

33.2 Subject to the Companies Act, if any Director or other person shal become personaly liable

for the payment of any sum primarily due from the Company, the Board may execute or

cause to be executed any mortgage, charge, or security over or afecting the whole or any

part of the asets of the Company by way of indemnity to secure the Director or person so

becoming liable as aforesaid from any los in respect of such liability.

34 Financial Year

Unles the Directors otherwise prescribe, the financial year of the Company shal end on 31

December in each year and, folowing the year of incorporation, shal begin on 1 January in

each year.

35 Amendment of Memorandum and Articles

Subject to the Act, the Company may at any time and from time to time by special resolution

alter or amend its Memorandum of Asociation and Articles of Asociation in whole or in

part.

36 Transfer by Way of Continuation

The Company shal, subject to the provisions of the Companies Act and with the aproval of

a special resolution, have the power to register by way of continuation as a body corporate

under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the

Cayman Islands.

37 Mergers and Consolidations

The Company shal, with the aproval of a special resolution, have the power to merge or

consolidate with one or more constituent companies (as defined in the Companies Act), upon

such terms as the Directors may determine.

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASOCIATION

OF

HAICHANG OCEAN PARK HOLDINGS LTD.

海昌海洋公园控股有限公司

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

MEMORANDUM OF ASOCIATION

OF

HAICHANG OCEAN PARK HOLDINGS LTD.

海昌海洋公园控股有限公司

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

MEMORANDUM OF ASOCIATION

OF

HAICHANG OCEAN PARK HOLDINGS LTD.

海昌海洋公园控股有限公司

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

ARTICLES OF ASOCIATION

OF

HAICHANG OCEAN PARK HOLDINGS LTD.

海昌海洋公园控股有限公司

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

ARTICLES OF ASOCIATION

OF

HAICHANG OCEAN PARK HOLDINGS LTD.

海昌海洋公园控股有限公司

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