Common use of THE HONG KONG CODE ON TAKEOVERS AND MERGERS Clause in Contracts

THE HONG KONG CODE ON TAKEOVERS AND MERGERS. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances. As at the Latest Practicable Date, approximately 35.75% of the number of issued Shares of the Company was held by Prosper Empire Limited which is wholly-owned by Xx. Xxxxx Xxx Xxx, the chairman of the Group, and his brothers, Xx. Xxxxx Xxxx Xxx and Xx. Xxxxx Xxxxxx who are both executive Directors. In addition, Xx. Xxxxx Xxx Xxx, Xx. Xxxxx Xxxx Xxx and Xx. Xxxxx Xxxxxx had or were taken or deemed to have an aggregate interest of approximately 1.72% of the number of issued Shares of the Company. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted at the AGM and assuming no further Shares are issued by the Company, the interest of Prosper Empire Limited in the number of issued Shares of the Company would be increased from 35.75% to 39.72% thereby triggering an obligation to make a mandatory offer under rule 26 of the Takeover Code. The Directors, however, have no present intention of exercising the Repurchase Mandate to such extent as would result in any mandatory offer. The Directors are not aware of any Shareholder, or group of Shareholders acting in concert, who will become obliged to make a mandatory offer as a result of repurchases of Shares.

THE HONG KONG CODE ON TAKEOVERS AND MERGERS. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances. As at the Latest Practicable Date, approximately 35.7539.13% of the number of issued Shares of the Company was held by Prosper Empire Limited which is wholly-owned by Xx. Xxxxx Xxx XxxXxx and his brother, Xx. Xxxxx Xxxxxx, respectively the chairman of the Group, Group and his brothers, Xx. Xxxxx Xxxx Xxx and Xx. Xxxxx Xxxxxx who are both an executive DirectorsDirector. In addition, Xx. Xxxxx Xxx Xxx, Xx. Xxxxx Xxxx Xxx and Xx. Xxxxx Xxxxxx had or were taken or deemed to have an aggregate interest of approximately 1.721.98% of the number of issued Shares of the CompanyShares. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted at the AGM and assuming no further Shares are issued by the Company, the interest of Prosper Empire Limited in the number of issued Shares of the Company would be increased from 35.7539.13% to 39.7243.48% thereby triggering an obligation to make a mandatory offer under rule 26 of the Takeover Code. The Directors, however, have no present intention of exercising the Repurchase Mandate to such extent as would result in any a mandatory offer. The Directors are not aware of any Shareholder, or group of Shareholders acting in concert, who will become obliged to make a mandatory offer as a result of repurchases of Shares.

THE HONG KONG CODE ON TAKEOVERS AND MERGERS. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances. As at the Latest Practicable Date, approximately 35.7538.21% of the number of issued Shares of the Company was held by Prosper Empire Limited which is wholly-owned by Xx. Xxxxx Xxx Xxx, the chairman of the Group, and his brothers, Xx. Xxxxx Xxxx Xxx and Xx. Xxxxx Xxxxxx who are both executive Directors. In addition, Xx. Xxxxx Xxx Xxx, Xx. Xxxxx Xxxx Xxx and Xx. Xxxxx Xxxxxx had or were taken or deemed to have an aggregate interest of approximately 1.721.94% of the number of issued Shares of the CompanyShares. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted at the AGM and assuming no further Shares are issued by the Company, the interest of Prosper Empire Limited in the number of issued Shares of the Company would be increased from 35.7538.21% to 39.7242.46% thereby triggering an obligation to make a mandatory offer under rule 26 of the Takeover Code. The Directors, however, have no present intention of exercising the Repurchase Mandate to such extent as would result in any an mandatory offer. The Directors are not aware of any Shareholder, or group of Shareholders acting in concert, who will become obliged to make a mandatory offer as a result of repurchases of Shares.

THE HONG KONG CODE ON TAKEOVERS AND MERGERS. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances. As at the Latest Practicable Date, approximately 35.7536.24% of the number of issued Shares share capital of the Company was held by Prosper Empire Limited which is wholly-owned by Xx. Xxxxx Xxx Xxx, the chairman of the GroupCompany, and his brothers, Xx. Xxxxx Xxxx Xxx and Xx. Xxxxx Xxxxxx who are both executive Directors. In addition, Xx. Xxxxx Xxx Xxx, Xx. Xxxxx Xxxx Xxx and Xx. Xxxxx Xxxxxx had or were taken or deemed to have an aggregate interest of approximately 1.721.74% of the number of issued Shares share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted at the AGM and assuming no further Shares are issued by the Company, the interest of Prosper Empire Limited in the number of issued Shares share capital of the Company would be increased from 35.7536.24% to 39.7240.27% thereby triggering an obligation to make a mandatory offer under rule 26 of the Takeover Code. The Directors, however, have no present intention of exercising the Repurchase Mandate to such extent as would result in any mandatory offer. The Directors are not aware of any Shareholder, or group of Shareholders acting in concert, who will become obliged to make a mandatory offer as a result of repurchases of Shares.

THE HONG KONG CODE ON TAKEOVERS AND MERGERS. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances. As at the Latest Practicable Date, approximately 35.7539.12% of the number of issued Shares of the Company was held by Prosper Empire Limited which is wholly-owned by Xx. Xxxxx Xxx XxxXxx and his brother, Xx. Xxxxx Xxxxxx, respectively the chairman of the Group, Group and his brothers, Xx. Xxxxx Xxxx Xxx and Xx. Xxxxx Xxxxxx who are both an executive DirectorsDirector. In addition, Xx. Xxxxx Xxx Xxx, Xx. Xxxxx Xxxx Xxx and Xx. Xxxxx Xxxxxx had or were taken or deemed to have an aggregate interest of approximately 1.723.81% of the number of issued Shares of the CompanyShares. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted at the AGM and assuming no further Shares are issued by the Company, the interest of Prosper Empire Limited in the number of issued Shares of the Company would be increased from 35.7539.12% to 39.7243.47% thereby triggering an obligation to make a mandatory offer under rule 26 of the Takeover Takeovers Code. The Directors, however, have no present intention of exercising the Repurchase Mandate to such extent as would result in any an mandatory offer. The Directors are not aware of any Shareholder, or group of Shareholders acting in concert, who will become obliged to make a mandatory offer as a result of repurchases of Shares.