POLYTEC ASSET HOLDINGS LIMITED (Formerly known as Kin Don Holdings Limited)

Transcription

1 This is a consolidated version not formally adopted by the shareholders of the Company at general meeting. In case of inconsistency between the English version and its Chinese translation, the English version shall prevail. MEMORANDUM OF ASSOCIATION OF POLYTEC ASSET HOLDINGS LIMITED (Formerly known as Kin Don Holdings Limited) INCORPORATED IN THE CAYMAN ISLANDS 17TH APRIL 1998

2 THE COMPANIES LAW (REVISED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF POLYTEC ASSET HOLDINGS LIMITED* 保利達資產控股有限公司 * 1. The name of the Company is Polytec Asset Holdings Limited 保利達資產控股有限公司 *. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, P.O. BOX 2681, Zephyr House, George Town, Grand Cayman, British West Indies. 3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted and shall include, but without limitation: (a) (b) to act and to perform all the functions of a holding company in all its branches and to co-ordinate the policy and administration of any subsidiary company or companies wherever incorporated or carrying on business or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled directly or indirectly by the Company; to act as an investment company and for that purpose to acquire and hold upon any terms and, either in the name of the Company or that of any nominee, shares, stock, debentures, debenture stock, annuities, notes, mortgages, bonds, obligations and securities, foreign exchange, foreign currency deposits and commodities, issued or guaranteed by any company wherever incorporated or carrying on business, or by any government, sovereign, ruler, commissioners, public body or authority, supreme, municipal, local or otherwise, by original subscription, tender, purchase, exchange, underwriting, participation in syndicates or in any other manner and whether or not fully paid up, and to make payments thereon as called up or in advance of calls or otherwise and to subscribe for the same, whether conditionally or absolutely, and to hold the same with a view to investment, but with the power to vary any investments, and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof, and to invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may be from time to time determined. * The name of the Company changed from Kin Don Holdings Limited to Polytec Asset Holdings Limited 保利達資產控股有限公司 by a special resolution passed on 9 January

3 4. Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 26(2) of The Companies Law (Revised). 5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed. 6. If the Company is exempted, it shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. 7. The liability of each member is limited to the amount from time to time unpaid on such member s shares. 8. The share capital of the Company at the date of adoption of this clause is HK$1,050,000,000 divided into 100,000,000,000 ordinary shares of a nominal or par value of HK$0.01 each and 5,000,000,000 convertible redeemable non-voting preference shares of a nominal or par value of HK$0.01 each, with power for the Company insofar as is permitted by law to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (Revised) and the Articles of Association and to issue any part of its capital, whether original redeemed 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 unless the conditions of issue shall otherwise expressly declare every issue of shares whether stated to be preference or otherwise shall be subject to the powers hereinbefore contained. + We, the undersigned, are desirous of being formed into a company pursuant to this Memorandum of Association and the Companies Law (Revised), and we hereby agree to take the numbers of shares set opposite our respective names below. + adopted by a special resolution passed in the extraordinary general meeting held on 12 September

4 Dated this 17th day of April, 1998 SIGNATURE, NAME, OCCUPATION, AND ADDRESS OF SUBSCRIBER NUMBER OF SHARES TAKEN BY SUBSCRIBER CODAN TRUST COMPANY (CAYMAN) LIMITED, a Cayman Islands Company of: Zephyr House George Town Grand Cayman British West Indies one by : (signed) Neil T. Cox and : (signed) Theresa L. Pearson (signed) Carla Lopez Witness to the above signatures: Address: Occupation: Zephyr House, George Town, Grand Cayman, British West Indies Secretary I, GRACE LUCY EBANKS Asst. Registrar of Companies in and for the Cayman Islands DO HEREBY CERTIFY that this is a true copy of the Memorandum of Association of this Company duly registered on the 17th day of April, 1998 (signed) Registrar of Companies - 3 -

5 ARTICLES OF ASSOCIATION OF POLYTEC ASSET HOLDINGS LIMITED (Formerly known as Kin Don Holdings Limited) (adopted by a written resolution passed by all members of the Company on 19th August, 1998 amended by a special resolution passed in the extraordinary general meeting held on 12 September 2001 amended by a special resolution passed in the annual general meeting held on 28 May 2004 amended by a special resolution passed in the annual general meeting held on 8 May 2006)

6 TABLE OF CONTENTS Page no. PRELIMINARY 1 SHARES, WARRANTS AND MODIFICATION OF RIGHTS.. 5 CONVERTIBLE REDEEMABLE NON-VOTING PREFERENCE SHARES 6 INITIAL AND ALTERATIONS OF CAPITAL. 22 PURCHASE OF OWN SECURITIES 24 REGISTER OF SHAREHOLDERS AND SHARE CERTIFICATES LIEN 27 CALLS ON SHARES 28 TRANSFER OF SHARES. 30 TRANSMISSION OF SHARES. 32 FORFEITURE OF SHARES.. 32 GENERAL MEETINGS 34 PROCEEDINGS AT GENERAL MEETINGS. 35 VOTES OF SHAREHOLDERS. 38 REGISTERED OFFICE. 42 BOARD OF DIRECTORS 42 APPOINTMENT AND ROTATION OF DIRECTORS 50 BORROWING POWERS.. 51 MANAGING DIRECTORS, ETC. 52 MANAGEMENT 53 MANAGERS i -

7 CHAIRMAN AND OTHER OFFICERS 54 PROCEEDINGS OF THE DIRECTORS MINUTES AND CORPORATE RECORDS. 57 SECRETARY. 57 GENERAL MANAGEMENT AND USE OF THE SEAL 58 AUTHENTICATION OF DOCUMENTS. 59 CAPITALISATION OF RESERVES 60 DIVIDENDS AND RESERVES 61 RECORD DATE 67 DISTRIBUTION OF REALISED CAPITAL PROFITS 68 ANNUAL RETURNS. 68 ACCOUNTS 68 AUDITORS. 69 NOTICES 70 INFORMATION. 72 WINDING UP. 73 INDEMNITY.. 73 UNTRACEABLE SHAREHOLDERS.. 74 DESTRUCTION OF DOCUMENTS 75 SUBSCRIPTION RIGHT RESERVE 75 STOCK 78 - ii -

8 THE COMPANIES LAW (1995 REVISION) EXEMPTED COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF POLYTEC ASSET HOLDINGS LIMITED * 保利達資產控股有限公司 PRELIMINARY 1. (A) The regulations contained or incorporated in Table A of the Schedule to the Companies Law (1995 Revision) shall not apply to this Company. Marginal notes etc. Headings and marginal notes to, and the index of, these Articles do not form part of these Articles and shall not affect their interpretation and, in the interpretation of these Articles, unless there be something in the subject or context inconsistent therewith: appointor shall mean, in relation to an alternate Director, the Director who appointed the alternate to act as his alternate; General these Articles or these presents shall mean these Articles of Association in their present form and all supplementary, amended or substituted Articles for the time being in force; associates in relation to any Director, shall have the meaning ascribed to it under the Listing Rules; # Auditors shall mean the persons for the time being performing the duties of that office; the Board or the Directors shall mean the Directors from time to time of the Company or (as the context may require) the majority of Directors present and voting at a meeting of the Directors; call shall include any instalment of a call; capital shall mean the share capital from time to time of the Company; the Chairman shall mean, except in Article 132, the Chairman presiding at any meeting of shareholders or of the Directors; clearing house shall be a recognised clearing house within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or a clearing house recognised by the laws of the jurisdiction in * The name of the Company changed from Kin Don Holdings Limited to Polytec Asset Holdings Limited 保利違資產控股有限公司 by a special resolution passed on 9 January 2004 # adopted by a special resolution passed in the annual general meeting held on 28 May

9 which the shares of the Company are listed or quoted with the permission of the Company on a stock exchange in such jurisdiction; # the Companies Law shall mean The Companies Law (CAP.22) (1995 Revision) of the Cayman Islands, as amended from time to time; the Company or this Company shall mean Polytec Asset Holdings Limited 保利違資產控股有限公司 incorporated in the Cayman Islands on 17 April, 1998; * debenture and debenture holder shall respectively include debenture stock and debenture stockholder ; Director shall mean a director of the Company and includes an alternate in his capacity as a director of the Company; dividend shall include scrip dividends, distributions in specie or in kind, capital distributions and capitalisation issues; Head Office shall mean such office of the Company as the Directors may from time to time determine to be the principal office of the Company; HK$ shall mean Hong Kong dollars; holding company and subsidiary shall have the meanings ascribed to them by section 2 of the Companies Ordinance (Cap.32) of the laws of Hong Kong as in force at the adoption of these Articles; Listing Rules shall mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time); # month shall mean a calendar month; Newspapers, in relation to the publication in newspapers of any notice, shall mean in English in one leading English language daily newspaper and (unless unavailable) in Chinese in one leading Chinese language daily newspaper, in each case published and circulating generally in the Relevant Territory and specified or not excluded for this purpose by the stock exchange in the Relevant Territory; paid in relation to a share, shall mean paid or credited as paid; # adopted by a special resolution passed in the annual general meeting held on 28 May 2004 * The name of the Company changed from Kin Don Holdings Limited to Polytec Asset Holdings Limited 保利 違資產控股有限公司 by a special resolution passed on 9 January

10 the Register shall mean the principal register and any branch register of shareholders of the Company to be maintained at such place within or outside the Cayman Islands as the Board may determine from time to time; Registered Office shall mean the registered office of the Company for the time being; Registration Office shall mean in respect of any class of share capital, such place or places in the Relevant Territory or elsewhere where the Directors from time to time determine to keep a branch register of shareholders of the Company in respect of that class of share capital and where (except in cases where the Directors otherwise agree) transfers of other documents of title for such class of share capital are to be lodged for registration and are to be registered; Relevant Period shall mean the period commencing from the date on which any of the securities of the Company become listed on a stock exchange in the Relevant Territory with the consent of the Company to and including the date immediately before the day on which none of the securities are so listed (and so that if at any time listing of any such securities is suspended, they shall nevertheless be treated, for the purpose of this definition, as listed); Relevant Territory shall mean Hong Kong or such other territory as the Directors may from time to time decide if the issued ordinary share capital of the Company is listed on a stock exchange in such territory; Seal shall mean the common seal of the Company and any one or more facsimile seals from time to time of the Company for use in the Cayman Islands or in any place outside the Cayman Islands; Secretary shall mean the person or corporation for the time being performing the duties of that office and includes any assistant, deputy, acting or temporary secretary; share shall mean share in the capital of the Company and includes stock except where a distinction between stock and shares is expressed or implied; shareholder shall mean the duly registered holder from time to time of the shares in the capital of the Company; Statutes shall mean the Companies Law and every other act, order regulation or other instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, the Memorandum of Association and/or these presents; Transfer Office shall mean the place where the principal register of shareholders is situate for the time being; - 3 -

11 writing or printing shall include writing, printing, lithography, photography, typewriting and every other mode of representing words or figures in a legible and non-transitory form. (B) In these Articles, unless there be something in the subject or context inconsistent herewith: words denoting the singular shall include the plural and words denoting the plural shall include the singular; words importing any gender shall include every gender and words importing persons shall include partnerships, firms, companies and corporations; subject to the foregoing provisions of this Article, any words or expressions defined in the Companies Law (except any statutory modification thereof not in force when these Articles become binding on the Company) shall bear the same meaning in these Articles, save that company shall where the context permits include any company incorporated in the Cayman Islands or elsewhere; and references to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force. (C) At all times during the Relevant Period (but not otherwise) a resolution shall be a Special Resolution when it has been passed by a majority of not less than three-fourths of the votes cast by such shareholders as, being entitled so to do, vote in person or by proxy or, in the cases of shareholders which are corporations, by their respective duly authorised representatives at a general meeting of which not less than 21 days notice, specifying (without prejudice to the power contained in these presents to amend the same) the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual general meeting if it is so agreed by a majority in number of the shareholders having a right to attend and vote at any such meeting, being a majority together holding not less than 95 per cent. in nominal value of the shares giving that right (or, in the case of an annual general meeting, by all shareholders of the Company), a resolution may be proposed and passed as a Special Resolution at a meeting of which less than 21 days notice has been given. Special Resolution (D) A resolution shall be an Ordinary Resolution when it has been passed by a simple majority of such shareholders as, being entitled so to do, vote in person or, in the case of any shareholder being a corporation, by its duly authorised representative or, where voting is by poll, by proxy or at a general meeting held in accordance with these presents and of which not less than 14 days notice has been duly given. Ordinary Resolution (E) A resolution in writing signed (in such manner as to indicate, expressly or impliedly, unconditional approval) by or on behalf of the persons for the time being entitled to receive notice of and to attend and vote at general Written resolutions of shareholders - 4 -

12 (F) meetings of the Company shall, for the purpose of these Articles, be treated as an Ordinary Resolution duly passed at a general meeting of the Company duly convened and held and, where relevant as a Special Resolution so passed. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last person to sign, and where the resolution states a date as being the date of his signature thereof by any shareholder the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, and signed by one or more relevant shareholders. A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles. Special Resolution effective as Ordinary Resolution (G) Except during the Relevant Period, an Ordinary Resolution shall be effective of any purpose for which a Special Resolution is expressed to be required under any provision of these Articles. 2. Without prejudice to any other requirements of the Statutes and subject to Article 13, a Special Resolution shall be required to alter the memorandum of association of the Company, to approve any amendment of these presents or to change the name of the Company. Ordinary Resolution effective as Special Resolution (Relevant Period only) When Special Resolution is required SHARES, WARRANTS AND MODIFICATION OF RIGHTS 3. Without prejudice to any special rights or restrictions for the time being attaching to any shares or any class of shares, any share may be issued upon such terms and conditions and with such preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by Ordinary Resolution determine (or, in the absence of any such determination or so far as the same may not make specific provision, as the Directors may determine) and any preference share may be issued on the terms that it is liable to be redeemed upon the happening of a specified event or upon a given date and either at the option of the Company, or at the option of the holder. Issue of shares 4. The Directors may issue warrants to subscribe for any class of shares or securities of the Company, which warrants may be issued on such terms as the Directors may from time to time determine. Where warrants are issued to bearer, no certificate thereof shall be issued to replace one that has been lost unless the Directors are satisfied beyond reasonable doubt that the original certificate thereof has been destroyed and the Company has received an indemnity in such form as the Directors shall think fit with regard to the issue of any such replacement certificate. 5. (A) If at any time the capital is divided into different classes of shares, all or any of the special rights attached to any class (unless otherwise provided for by the terms of issue of the shares of that class) may, subject to the provisions of the Companies Law, be varied or abrogated either with the consent in Subscription warrants How rights of shares may be modified (where more than one class of shares) - 5 -

13 writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum (other than at an adjourned meeting) shall be not less than two persons holding (or, in the case of a shareholder being a corporation, by its duly authorised representative) or representing by proxy one-third in nominal value of the issued shares of that class, that the quorum for any meeting adjourned for want of quorum shall be two shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy (whatever the number of shares held by them) and that any holder of shares of the class present in person or by proxy may demand a poll. (B) The provisions of this Article shall apply to the variation or abrogation of the rights attached to the shares of any class as if each group of shares of the class differently treated formed a separate class the rights whereof are to be varied or abrogated. (C) The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares be deemed to be altered by the creation or issue of further shares ranking pari passu therewith or in priority thereto. Where shares are of same class Issue of shares not an abrogation CONVERTIBLE REDEEMABLE NON-VOTING PREFERENCE SHARES + 5A (A) In this Article 5A, the following expressions shall, unless the context otherwise requires, have the following meanings: + Completion Date Conversion Notice Preference Shares means within five business days after all the conditions specified in clause 5.01 of the Subscription Agreement have been fulfilled or waived (or such later date as the parties to the Subscription Agreement may agree in writing); + means a notice (in the form set out on the reverse of the certificate for a Preference Share or such other form as may be approved by the Company) to be given by a holder of a Preference Share to the Company for the conversion of the Preference Share; + means the convertible redeemable nonvoting preference shares of par value of + adopted by a special resolution passed in the extraordinary general meeting held on 12 September

14 HK$0.01 each in the capital of the Company; and + Subscription Agreement means the subscription agreement dated 31 July 2001 made between the Company and Marble King International Limited. + (B) The Company may allot and issue Preference Shares which shall carry the following rights, benefits and privileges and be subject to the following restrictions: + 1. As regards Partly Paid Shares Any holder of partly paid Preference Shares may elect to advance to the Company part of moneys uncalled or unpaid on any such Preference Shares. Notwithstanding Article 26 and Article 61(A), the Company is not permitted to make calls with respect to amounts unpaid on any partly paid Preference Shares As regards Income Any Preference Share which has been fully paid up at par shall rank for dividend in pari passu with all other shares of the Company from time to time in issue As regards Capital Each Preference Share shall confer on the holder thereof the right on a winding-up (except as provided in Article 5A(B)4(f)) or other return of capital (other than a redemption of Preference Shares) to receive repayment in full of the capital paid up on such Preference Share in priority to all other shares of the Company from time to time in issue As regards Conversion (a) For the period commencing on the Completion Date and ending on the date being five years thereafter inclusive, any holder of fully paid Preference Shares shall be entitled at any time (subject to Article 5A(B)4(b)) to convert Preference Shares held by him into fully paid ordinary shares in the capital of the Company by using the following formula (subject to the provisions of Article 5A(B)4(e)): + One Preference Share x Conversion Ratio ( CR ) = Number of fully paid ordinary shares to be issued upon conversion + adopted by a special resolution passed in the extraordinary general meeting held on 12 September

15 The CR as at the adoption of this Article shall be equal to one. + (b) The right to convert may be exercised in whole or in part by the holder of Preference Shares delivering the certificate for such shares to the Company at the office of its Registrars for the time being with the Conversion Notice on the reverse of such certificate duly completed in respect of the whole or any part of his Preference Shares as he may in the Conversion Notice specify, together with such other evidence (if any) as the Directors may reasonably require to prove the title of the person exercising such right. A Conversion Notice duly completed in accordance with the instructions thereon shall be irrevocable after receipt thereof by the Company at the office of its Registrars for the time being (or such other place as aforesaid) except with the consent in writing of the Company. + (c) Conversion of the Preference Shares may be effected in such manner as the Directors shall from time to time determine (subject to the provisions of the Companies Law) and without prejudice to the generality of the foregoing may be effected by the redemption at the same time of Preference Shares at par. In the case of a conversion effected by means of the redemption of Preference Shares, the Board may effect redemption of the relevant Preference Shares out of profits of the Company or out of the proceeds of a fresh issue of shares made for the purposes of such redemption or in any other manner for the time being permitted by law. In the case of redemption out of such profits, the Board shall apply the redemption monies in subscribing in the name of the holder of the Preference Shares to be converted for the appropriate number or ordinary shares at the rate of conversion then applicable at such premium (if any) as shall represent the amount by which the redemption monies exceed the nominal amount of the ordinary shares to be subscribed. In the case of redemption out of the proceeds of a fresh issue, the Board may arrange for the issue of the appropriate number of ordinary shares to some persons selected by the Board on terms that such person will subscribe for such ordinary shares at par or at such premium as shall be necessary to provide the redemption monies for redemption at par of the relevant Preference Shares and renounce the allotment of such ordinary shares in favor of the holder of the relevant Preference Shares against payment to such subscriber by the Company of the redemption monies in respect of the Preference Shares so redeemed. + (d) (i) The ordinary shares which arise on conversion shall be credited as fully paid and rank pari passu and form one class in all respects with the ordinary shares then in issue save that they shall not entitle the holders to any dividend + adopted by a special resolution passed in the extraordinary general meeting held on 12 September

16 or other distribution paid or made upon the ordinary shares in respect of any accounting reference period ended prior to the relevant date of conversion. + (ii) The Company shall ensure that it will have sufficient authorised but unissued ordinary shares for the time being outstanding available to satisfy in full the aforesaid conversion rights. + (iii) The Company will not do any act or thing if as a result the exercise of conversion rights would involve the issue of ordinary shares at a discount. + (e) (f) (g) (h) If whilst any Preference Share remains capable of conversion any offer or invitation is made to the holders of the ordinary shares of the Company, the Company shall make or, so far as it is able, procure that there is made a like offer or invitation at the same time to each holder of Preference Shares as if his conversion rights had been exercisable and exercised in full on the record date for such offer or invitation at the rate of conversion then applicable. + If whilst any Preference Share remains capable of conversion and a notice is given by the Company to its shareholders to convene a shareholders meeting for the purposes of considering, and if thought fit approving, a resolution to voluntarily wind-up the Company, the Company shall forthwith give notice thereof to each holder of the Preference Shares and thereupon, every holder of the Preference Shares shall be entitled by notice in writing to the Company (such notice to be received by the Company not later than two business days prior to the proposed shareholders meeting referred to above) to exercise the conversion rights. Any holder of Preference Shares having exercised the conversion rights in accordance with this Article 5A(B)4(f) shall be entitled to participate in the assets available in the liquidation pari passu with the holders of the ordinary shares. + So long as any Preference Share remains capable of conversion the Company shall not issue or allot or make any offer or invitation to the holders of the ordinary shares to issue or allot any shares pursuant to a capitalization issue (otherwise than for the purposes only of a scrip dividend). + So long as any Preference Share remains capable of conversion the Company shall not give effect to any arrangement pursuant to which the Company is to make a distribution in the form of a transfer of assets to another company or other companies whereby shares are to be issued or transferred to all or any of the + adopted by a special resolution passed in the extraordinary general meeting held on 12 September

17 holders of ordinary shares in the capital of the Company by the company or companies to which such distribution is to be made unless it shall have given not less than 45 days notice prior to the proposed record date in respect of the entitlement of holders of ordinary shares to receive the shares to be issued by such company or companies. Within a period of 28 days after such notice each holder of Preference Shares may give notice to the Company exercising his conversion rights (such exercise to be effective on the last day of the said period of 28 days), in respect of the whole or any part of his holding of Preference Shares as he may in such notice specify and the provisions of Article 5A(B)4(d)(i) above shall apply to any conversion hereunder accordingly and the rate of conversion shall be the rate then applicable. + (i) (j) (k) (l) If whilst any Preference Share remains capable of conversion there occurs a change of control of the Company (as defined in Article 5A(B)4(j)) notice of this fact shall forthwith be given by the Company to the holders of the Preference Shares and the conversion rights shall be exercisable at any time during the period of 28 days after the date of such notice. + For the purposes of Article 5A(B)4(i) change of control means the acquisition by any person firm or body corporate or by a group of persons forms or bodies corporate acting in concert of shares carrying 35 per cent. (or such percentage as may be stipulated in the Hong Kong Code on Takeovers and Mergers to make a mandatory offer for all Ordinary Shares in issue by the person making the acquisition) or more of the voting rights attributable to the share capital of the Company other than rights that in the circumstances existing for the time being are exercisable only in restricted circumstances. + The Company shall send to the holders of the Preference Shares a copy of every document sent by the Company to the holders of its ordinary shares at the time the same is sent to the holders of its ordinary shares. + The Company will apply to the Listing Committee of The Stock Exchange of Hong Kong Limited for, and use its best endeavours to obtain, the listing of and permission to deal in all the ordinary shares arising from conversion of any of the Preference Shares As regards Redemption The Preference Shares shall be redeemed upon, and subject to, the provisions of the Companies Law and the following terms and conditions: + + adopted by a special resolution passed in the extraordinary general meeting held on 12 September

18 (a) (b) (c) (d) (e) For the period commencing on the Completion Date and ending on the date being five years thereafter inclusive, any holder of Preference Shares shall be entitled to require the Company at any time to redeem all or any of the Preference Shares for the amount paid up. For the avoidance of doubt, none of the Preference Shares is redeemable by the Company. + In the event of a proposed redemption of Preference Shares not comprising all the Preference Shares then in issue, the Preference Shares shall be redeemed pro rata to holdings at the date of redemption or as selected by means of drawings by lot in batches or partly in one way and partly in the other in all respects as the Board may determine. + The notice of redemption shall be in writing and shall fix the time and place for such redemption and shall specify the particular shares to be redeemed. At the time and place so fixed, the registered holders of the Preference Shares to be redeemed shall be bound to deliver to the Company the certificates for such shares for cancellation, and thereupon the Company shall pay to (or to the order of) such holders (by cheque despatched at the holders risk) all the monies payable in respect of the redemption of such shares, and such payment shall be made through a bank if the Company shall think fit. If any certificate so delivered to the Company shall include any Preference Shares not redeemed on the occasion for which it is so delivered the Company shall at the holders risk issue without charge a balance certificate for such Preference Shares. + As from the said date of the expiry of the notice of redemption such Preference Shares shall be extinguished and shall cease to confer any rights upon the holders thereof except the right to receive the redemption monies. + If any holder of Preference Shares whose shares are liable to be redeemed under this Article 5A(B)5(e) shall fail or refuse to deliver up the certificate for his shares the Company may retain the redemption monies until delivery up of the certificate or of an indemnity in respect thereof satisfactory to the Company and shall within seven days thereafter pay (by cheque despatched at the holder s risk) the redemption monies to the shareholder. No holder of Preference Shares shall have any claim against the Company for interest on any redemption monies so retained. + + adopted by a special resolution passed in the extraordinary general meeting held on 12 September

19 6. As regards Further Participation The Preference Shares do not entitle the holders thereof to participate in the profits or assets of the Company beyond such rights as are expressly set out in Articles 5A(B)2 to As regards Voting (a) The holders of the Preference Shares shall be entitled to receive notices of general meetings but not to attend or vote thereat unless: + (i) the Company shall have defaulted in payment of redemption monies due in respect of his holding of Preference Shares or any part thereof and shall continue so to default at the date when the notice convening such general meeting is sent out to members; or + (ii) the business of the meeting includes a resolution: + (aa) for winding up the Company; or + (bb) affecting altering or abrogating the rights or privileges or restrictions attached to the Preference Shares, + in which event the Preference Shares shall entitle the holders thereof to vote on such resolution only. + (b) At every general meeting of the Company at which the holders of the Preference Shares are entitled to vote the provisions in these Articles relating to voting of the ordinary share capital of the Company shall apply As regards Restrictions So long as any Preference Share remains capable of conversion the Company shall be subject to the following restrictions unless it shall have obtained the consent in writing of the holders of three-fourths in nominal value of the Preference Shares then in issue or the sanction of a special resolution passed at a separate meeting of the holders of the Preference Shares in accordance with this Article: + (a) no resolution shall be passed whereby the rights attaching to the ordinary shares shall be varied or abrogated or whereby the share capital or any uncalled liability thereon or the amount for the time being standing to the credit of the share premium account + adopted by a special resolution passed in the extraordinary general meeting held on 12 September

20 shall be reduced in any manner for which the consent of the court would be required; and + (b) no share capital shall be in issue which is not in all respects uniform with the ordinary shares in issue on the date of creation of the Preference Shares save: + (i) as to restrictions on voting rights; or + (ii) for share capital issued pursuant to any share incentive or share option scheme approved at any time by the Company in general meeting to staff or employees (including Directors holding executive office) of the Company or its subsidiaries; or + 9. Adjustments (iii) for share capital issued pursuant to an offer or invitation extended to the holders of the Preference Shares pursuant to Article 5A(B)4(e). + Notwithstanding any other Articles to the contrary but subject always to Article 5A(B)9(j), the CR as provided in Article 5A(B)4(a) shall from time to time be adjusted in accordance with the following provisions : + (a) If and whenever there shall be an alteration to the nominal amount of an ordinary share by reason of any consolidation or subdivision, the CR in force immediately prior thereto shall be adjusted by dividing it by the following fraction: A B where: A = the nominal amount of one ordinary share immediately after such alteration; and B = the nominal amount of one ordinary share immediately before such alteration. Each such adjustment shall be effective from the close of business on the business day immediately preceding the date on which the relevant consolidation or subdivision (as the case may be) becomes effective, provided that, where the date of conversion in respect of a particular exercise of any of the + adopted by a special resolution passed in the extraordinary general meeting held on 12 September

21 conversion rights attaching to a Preference Share shall fall on or before the said business day but the Company shall not by the close of business on the said business day have allotted the relative ordinary shares in accordance with its obligations hereunder, such adjustment shall, for the purpose of determining the number of ordinary shares to be allotted to the holders of the Preference Share exercising the said conversion rights, be deemed to have become effective before such date of conversion. + (b) If and whenever the Company shall issue (other than in lieu of a cash dividend) any shares credited as fully paid by way of capitalisation of profits or reserves, the CR in force immediately prior to such issue shall be adjusted by dividing it by the following fraction: C C+D where: C = the aggregate nominal amount of the ordinary shares in issue immediately before such issue; and D = the aggregate nominal amount of the ordinary capital issued in connection with and as a result of such capitalization, Provided that if the relevant issue of ordinary shares is made as part of an arrangement involving a reduction of capital, the CR shall be adjusted in such manner as an approved merchant bank or the auditors for the time being of the Company (at the option of the Company) shall certify to be appropriate, having regard to the relative interests of the persons affected thereby. + Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the day next following the record date for such issue. + (c) If and whenever the Company shall make (whether on a reduction of capital or otherwise except pursuant to any purchase by the Company of its own shares which is permitted by Cayman Islands law and by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Stock Exchange ) and in accordance with the provisions of the Company s Memorandum and Articles of Association) any capital distribution to holders of ordinary shares (in their + adopted by a special resolution passed in the extraordinary general meeting held on 12 September

22 capacity as such) or shall grant to such holders rights to acquire for cash assets of the Company or any of its subsidiaries, the CR in force immediately prior to such capital distribution or grant shall be adjusted by dividing it by the following fraction: E-F where: E E = the closing price per ordinary share on the Stock Exchange on the dealing day immediately preceding the date on which the capital distribution or, as the case may be the grant is publicly announced (whether or not such capital distribution or grant is subject to the approval of the holders of ordinary shares or other persons) or (if there is no such announcement) immediately preceding the date on which the ordinary share is traded ex such capital distribution or, as the case may be, the grant (or, where there is no closing price on such dealing day, the closing price on the dealing day on which there was a closing price immediately preceding the relevant date); and F = the amount calculated by dividing the fair market value on the day of such announcement or (as the case may require) the day immediately preceding the date on which the ordinary share is traded ex such capital distribution or, as the case may be, the grant, as determined in good faith by either an approved merchant bank or the auditors for the time being of the Company (at the option of the Company), of such capital distribution or of such rights by the number of ordinary shares participating in such capital distribution or, as the case may be, in the grant of such rights, Provided that: (i) if in the opinion of the relevant approved merchant bank or the auditors for the time being of the Company (as the case may be), the use of the fair market value as aforesaid produces a result which, having regard to the relative interests of the persons affected thereof, is significantly inequitable, it may instead determine (and in such event the above formula shall be construed as if F meant) the portion of the said closing price which should, in its opinion, properly be attributed to the value of the relevant capital distribution or rights; and + + adopted by a special resolution passed in the extraordinary general meeting held on 12 September

23 (ii) the provisions of this paragraph (c) shall not apply in relation to the issue of ordinary shares paid out of profits or reserves and issued in lieu of a cash dividend. + Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the day next following the record date for the relevant capital distribution or grant. + (d) If and whenever the Company shall offer to holders of ordinary shares new shares for subscription by way of rights, or shall grant to holders of ordinary shares any options or warrants to subscribe for new ordinary shares, at a price per new Share which is less than 90 per cent of the market price at the date of the announcement of the terms of the offer or grant (whether or not such offer or grant is subject to the approval of the holders of ordinary shares or other persons), the CR shall be adjusted by dividing the CR in force immediately before the date of the announcement of such offer or grant by the following fraction: G+H G+I where: G = the number of ordinary shares in issue immediately before the date of such announcement; H = the number of ordinary shares which the aggregate of the two following amounts would purchase at such market price: (a) (b) the total amount (if any) payable for the rights, options or warrants being offered or granted; and the total amount payable for all of the new ordinary shares being offered for subscription or comprised in the options or warrants being granted; and I = the aggregate number of ordinary shares being offered for subscription or comprised in the options or warrants being granted. Such adjustment shall become effective (if appropriate retroactively) from the commencement of the day next following the record date for the relevant offer or grant. + adopted by a special resolution passed in the extraordinary general meeting held on 12 September

24 (e) (i) If and whenever the Company or any other company shall issue wholly for cash any securities which by their terms are convertible into or exchangeable for or carrying rights of subscription for new ordinary shares, and the total Effective Consideration per new ordinary share initially receivable for such securities is less than 90 per cent. of the market price at the date of the announcement of the terms of issue of such securities (whether or not such issue is subject to the approval of the holders of ordinary shares or other persons), the CR shall be adjusted by dividing the CR in force immediately prior to such issue by the following fraction: J+K J+L J = the number of ordinary shares in issue immediately before the date of the issue of such securities; K = the number of ordinary shares which the total Effective Consideration receivable for such securities would purchase at such market price; and L = the maximum number of new ordinary shares to be issued upon full conversion or exchange of, or the exercise in full of the subscription rights conferred by, such securities at their relative initial conversion or exchange rate or subscription price. Such adjustment shall become effective (if appropriate retrospectively) from the close of business on the business day immediately preceding the date on which the issuer of the relevant securities determines the conversion or exchange rate or subscription price in respect of such securities or, to the extent that the relevant issue is announced (whether or not subject to the approval of holders of ordinary shares or other persons) and the date of such announcement is earlier than the said date, the business day immediately preceding the date of such announcement. + (ii) If and whenever the rights of conversion or exchange or subscription attached to any such securities as are mentioned in sub-paragraph (i) above of this paragraph (e) are modified so that the total Effective Consideration per new ordinary share initially receivable for such securities + adopted by a special resolution passed in the extraordinary general meeting held on 12 September

25 shall be less than 90 per cent. of the market price at the date of announcement of the proposal to modify such rights of conversion or exchange or subscription, the CR shall be adjusted by dividing the CR in force immediately prior to such modification by the following fraction: where: M+N M+O M = the number of ordinary shares in issue immediately before the date of such modification; N = the number of ordinary shares which the total Effective Consideration receivable for such securities at the modified conversion or exchange rate or subscription price would purchase at such market price; and O = the maximum number of new ordinary shares to be issued upon full conversion or exchange of, or the exercise in full of the subscription rights conferred by, such securities at their relative modified conversion or exchange rate or subscription price. Such adjustment shall become effective as at the date upon which such modification shall take effect. A right of conversion or exchange or subscription shall not be treated as modified for the foregoing purposes where it is adjusted to take account of rights or capitalisation issues and other events normally giving rise to adjustments of conversion, exchange or subscription terms. + (iii) For the purposes of this paragraph (e): + (aa) the total Effective Consideration receivable for the relevant securities shall be deemed to be the aggregate consideration receivable by the issuer of such securities for the issue thereof plus the additional minimum consideration (if any) to be received by such issuer and/or the Company (if not the issuer) upon (and assuming) the full conversion or exchange thereof or the exercise in full of the subscription rights attaching thereto; and + + adopted by a special resolution passed in the extraordinary general meeting held on 12 September

26 (bb) the Effective Consideration per new ordinary share initially receivable for such securities shall be such aggregate consideration divided by the maximum number of new ordinary shares to be issued upon (and assuming) the full conversion or exchange thereof at the initial conversion or exchange rate or the exercise in full of the subscription rights attaching thereto at the initial subscription price, in each case without any deduction of any commissions, discounts or expenses paid, allowed or incurred in connection with the issue thereof. + (f) If and whenever the Company shall issue wholly for cash any ordinary shares at a price per ordinary share which is less than 90 per cent. of the market price at the date of the announcement of the terms of such issue, the CR shall be adjusted by dividing the CR in force immediately prior to the date of such announcement by the following fraction: P+Q P+R where: P = the number of ordinary shares in issue immediately before the date of such announcement; Q = the number of ordinary shares which the aggregate amount payable for such issue would purchase at such market price; and R = the number of ordinary shares allotted pursuant to such issue. Such adjustment shall become effective on the date of the issue. + (g) If and whenever the Company shall be permitted by the Cayman Islands law and by the Rules Governing the Listing of Securities on the Stock Exchange and in accordance with the provisions of its Memorandum and Articles of Association to purchase and shall make an offer or invitation to holders of ordinary shares to tender for sale to the Company any ordinary shares or if the Company shall purchase any ordinary shares or securities convertible into ordinary shares or any rights to acquire ordinary shares (excluding any such purchase made on the Stock Exchange, or any recognised stock exchange, being a stock exchange recognised for this purpose by the Securities and + adopted by a special resolution passed in the extraordinary general meeting held on 12 September