Launch Tech : ARTICLES OF ASSOCIATION

Contents

.

Chapter

Subject

Chapter

1

General Provisions

Chapter

2

Business Objectives and Scope

Chapter

3

Shares and Registered Capital

Chapter

4

Capital Reduction and Share Repurchase

Chapter

5

Financial Assistance for the Purchase of Company Shares

Chapter

6

Share Certificates and Share Register

Chapter

7

Rights and Obligations of Shareholders

Chapter

8

General Meeting of Shareholders

Chapter

9

Special Voting Procedures for Class Shareholders

Chapter

10

Board of Directors

Chapter

11

Company Secretary to the Board

Chapter 12

Company Manager

Chapter

13

Supervisory committee

Chapter

14

Qualifications and Obligations of Directors,Supervisions,

Manager and Other Senior Management of the Company

Chapter

15

Finance and Accounting System and Appropriation of Profits

Chapter

16

Appointment of Accountancy Firm

Chapter

17

Labor Management and Trade Union

Chapter

18

Merger and Division of the Company

Chapter

19

Dissolution and Liquidation of the Company

Chapter

20

Procedures for the Amendment of the Articles of Association

Chapter

21

Notices

Chapter

22

Settlement of Disputes

Chapter

23

Supplementary Provisions

Article 6

After the

registration

formalities

were completed with the relevant Administration for

Industry and

Commerce,

the original

articles of association had taken effect since the date

of incorporation of the Company. These Articles of Association, having been adopted by

way of a special resolution passed in the general meeting of shareholders of the Company

and approved

by the

relevant

authority

of

China,

shall

take

effect from

the

date

of

listing

of foreign capital shares (H shares) overseas

on

the main

board

of

The

Stock

Exchange

of

Hong Kong

Limited

(hereinafter

referred

to

as

the

"Stock

Exchange

of

Hong

Kong").

Upon

taking

effect,

the

Articles

of

Association

shall

supersede

the

existing

articles

of

association.

Starting

from

its

effective

date,

these

Articles

of

Association shall

become

the

document

legally

binding on

the

standardization

of

the

organization

and

conduct

of

the

Company,

and the

rights

and

obligations

between

the

Company

and

its

shareholders,

as

well

as

Article 8

The Company may invest in other limited companies and joint

stock limited

companies,

with its accountability limited to the capital contributed for the

companies in

which it

invested.

Article 9

The whole of the Company's capital shall be divided into ordinary shares of equal value.

The liability of the shareholders are limited to their individual

shareholding. The

debt

accountability

of the

Company

is limited

to its entire

assets. Subject to

complying with

the laws and

administrative

regulations in China, the Company is entitled to financing or

borrowing, which include

(but

not

limited to)

issuing bonds and charging

all or a part of

its assets and business for the purpose of security or pledge, as well as other rights

permitted by the laws

and administrative regulations in China.

However, in exercising

the

said rights the Company

shall not damage or repeal the rights

of the shareholders of

any

classes.

Article 11

The

business objectives of the Company are: development of area of usage of computers

development of

leading edge technology,

active research

and

development

of

new

products

based

on computer technology and

the strategy of

"Utilization of

areas

of

usage

for

hardware

breakthrough and integration of systems

for

exit

of

software",

and

promotion of development of hi-tech for China's motor car business

market.

Article 13 The Company shall have ordinary shares at any

time,

and,

after

having

been

approved by

the company approval department authorized

by

the

State

Council,

may

have other

classes of shares as required by the Company.

Article 15

With the approval granted by the securities authority of the State Council, the Company

may issue shares to both domestic and overseas investors.

The

term overseas

investors

mentioned in the preceding clause refer to

the

investors from

foreign territories, Hong Kong,

Macau

and Taiwan

who

subscribe

for

the

shares issued

by

the Company whereas the term domestic investors refer

to

the investors

in

the

People's

Republic of China, other than

those

from

the

territories

mentioned

above,

who

subscribe

for the shares issued by the Company.

Article 16

The

shares

issued

by

the

Company

for

subscription

in

Renminbi

by

the

domestic

investors shall be referred to

as the domestic capital shares. The shares

issued

by

the

Company for

subscription

in

foreign currency

by

the

overseas

investors

shall

be

referred

to as the foreign capital shares.

The foreign

capital

shares

listed

overseas

shall

be

listed

at

Article 17

Having been approved by the approving authority

authorised by the State Council,

a total

of 33,000,000 ordinary shares of RMB1 each were issued when the Company was

incorporated. 100% of the said ordinary shares of the Company were held by the promoters of

the Company. The names, shareholdings were as follows:

No.

Name of Promoters

Shareholdings(0,000shares)

%

1

Liu Xin

1,320.00

40.00

2

Shenzhen Langqu Technology

1,196.25

36.25

Development Company Limited

3

Shenzhen DeShiYu Investment Company

495.00

15.00

Limited

4

Shenzhen Jiexin Technology

192.39

5.83

Development Company Limited

5

Wang Xue Zhi

96.36

2.92

Total

3,300.00

100.00

Article 19

Under

the

plan of

the

Company

which

has

been

approved

by

the securities

authority

of

the

State

Council

for

issuing

foreign capital

shares

listed

overseas

and

the

domestic

capital

shares, the

Board

of

Directors

of

the

Company is

authorized

to implement

the

arrangement

for separate

issues.

Within

15

months

from

the

date

of

approval

by

the

China

Securities

Regulatory

Commission,

the Company is authorized to implement

separately

according

to the plan of issuing

foreign

capital

shares

listed

overseas

and

the

plan

of

issuing

domestic

capital

Article

20

Within the

total number of

shares

confirmed

in

the

issue plan

of

the Company,

the required

capital shall be fully raised in one

issue

for

the overseas

listed

foreign capital

shares and the

domestic capital

shares

separately.

In the event of failure to

fully raise the

required capital in one issue under exceptional

circumstances, several issues are also

permitted upon approval by the China Securities Regulatory Commission.

Article

21

The registered capital of the Company shall

be RMB432,216,600.

After issuing new shares to increase

the

capital

of

the

Company

as

approved

by

the

Articles of Association, the Company

shall

proceed

with

the formalities

according to

the

procedure required by the relevant laws

and administrative

regulations

in China

as

well

as

the registration of alteration with

the

company

registration

authority,

and make

the

relevant announcement.

Article

23

Except when required otherwise by

the

laws

and

administrative

regulations,

the shares

of

the Company may be transferred freely without any lien attached.

Article

24

Upon transfer of the shares of the

Company,

the

name

of

the

transferee

shall be

recorded

in the share register and become the shareholder of such shares.

Article 27

The Company

shall

ensure

that

the share

certificates

of

all overseas

listed

foreign

capital

shares contain the following terms, and instruct

or procure

its

share

registrar

to

refuse

to

register

any persons

as

the

shareholder

of

the

subscribed,

purchased

or

transferred

shares

of the Company unless and until the said person

has

presented

to

the

share

registrar

the

letter of

transfer

related

to

such

shares

duly

signed

and

the

share

certificate

sample

attached with the following terms or terms of

similar

meaning agreed

by

the

Board

of

Directors:

(1)

The purchaser gives consent to

the

Company

and

the

shareholders

of

the

Company, and

the Company also gives consent to

its

shareholders

to

observe

and

comply

with

the

Company Law and other relevant laws, administrative regulations and the Articles of

Association;

and officers of the Company, and

the

Company

representing

itself

and

its

shareholders,

directors, supervisors

and

officers

gives

consent

to

its shareholders

to proceed with

the arbitration

according

to

the

Articles

of

Association

for

all

disputes and claims arising from the

Articles

of

Association,

or

the

disputes

and

claims

arising

from

any

rights

or

obligations

attached

to

or

required

by

the

Company Law,

and

other

relevant

laws and administrative regulations, and

to

proceed

with

the arbitration and the

purchaser

shall be

deemed

as having

authorized

the arbitration tribunal to proceed with

open

hearing

and

announce the

outcome to

the

public, and the award of arbitration shall be final;

(3)

The purchaser and the

Company and the shareholders of

the

Company give

consent

that

the shares of the Company shall be freely transferrable by the shareholders.

Article

28

As

prescribed by the Articles of Association, the Company

may

decrease

its

registered

capital.

Article

29

For

the

purpose

of

decreasing its registered capital, the

Company shall

compile

the

balance sheet and the property

inventory.

The Company shall inform the creditors within ten days from

the

date

of

adopting

the

resolution

of

reducing

the registered

capital and publish

the

announcement

at

least

three

times

in

the

newspaper within thirty

days. The

creditors shall,

within

thirty

days

from

the

date

of receiving

the

notice,

and

those having

not

received the

notice

shall,

within

ninety

days

from

the

date

of the

first

announcement,

be

entitled

to

request

the

Company

to

Article 31

The Company may, with

the approval

of the relevant authorities

in China for

repurchasing its shares, conduct

the repurchase

in one of the following ways:

Article

32

In respect

of the

Company's entitlement

to repurchase the redeemable

shares

of the

Company:

(1) If the shares are repurchased neither in the market nor by tender, the price shall not

exceed a maximum

amount;

(2) In case of repurchase by tender, the same tender shall be proposed to all the

shareholders.

Article

33

For share

repurchase

by

way

of

agreement

other

than via the stock exchange,

the

Company shall

obtain

the

approval

in the

general

meeting

of

shareholders

as

prescribed

by the Articles

of

Association

in

advance. Having

been

approved

in

the

general meeting

of shareholders in the same manner, the Company

may

discharge

or

alter

the

contract

already concluded by the foregoing means, or waive any of its rights in the contract.

The contract for

share

repurchase

mentioned

in

the

preceding

clause

shall

include

(but

not

limited to) the agreement of giving consent

to undertake

the

obligation

of

share

repurchase and obtain the right of share repurchase.

The Company shall not transfer the contract for repurchasing

its

shares

or

any

of

the rights

prescribed by the

contract.

Article

34

After the repurchase of shares by the Company,

(1)

Where the Company repurchases shares at par value, the payment

shall

be made

out

of the book surplus on the distributable profits of the Company or out

of the

proceeds

of

the new shares issued for such purpose;

payment

shall

be

made

out of

the

book surplus

on

the

distributable profits

of

the Company;

2.

Where the shares being

repurchased

were

issued

at

a

premium

to

its

par value, the payment shall be made out of the book surplus on the

distributable profits of the Company or

out

of the proceeds

of the

new

shares

issued for such

purpose,

provided

that

the

amount

paid

out

of

the

proceeds

of

the new

issue

shall

not

exceed the

total

amount

of

premium

received

by

the

Company on the issue of the shares repurchased nor

shall

it

exceed

the

book

value of

the

capital reserve account

(including the

premium

on

the

new

issue)

of the Company at the time of the repurchase;

shares repurchased shall be accounted for in the capital reserve account

of the

Company.

guarantor to secure the performance of

obligations by

the

obligor), compensation

(other than the

compensation caused by

its own default

of the

Company), or release

or waiver of any

rights;

The assumption of obligations mentioned

in this chapter shall include the assumption

of

obligations

by the

obligor resulting

from

entering into a

contract

or

making

an

arrangement

(no

matter whether

the

contract or the arrangement is

enforceable,

and

whether assumed independently by

the

obligor

or jointly with

others) or

from

the change

of the obligor's financial position by any other

means.

of the Company,

and

the

principal purpose of which

is not for purchasing

the shares

of the Company,

or

the

said financial assistance is

an incidental part of

a general

plan of the Company;

that the

net

assets of

the Company

are not thereby

reduced or,

to the extent that

the

assets

are

thereby

reduced,

the

said financial

assistance is

provided out of

the

distributable profits).

Article

40

Share

certificates of the

Company shall

be

signed

by

its

Chairman.

Where

the

signatures

of other

senior officers

of

the

Company

are

required

by

the

stock

exchange(s)

on

which

the shares of

the Company

are

listed, the

share certificates

shall also

be

signed

by

such

other senior

officers.

The

share

certificate

shall

take

effect

upon

affixing

the

securities

seal of the Company thereon. The affixture of the seal

of

the Company

on

the

share

certificate shall be authorized by the Board

of Directors.

The

signatures

of

Chairman or

other relevant

senior officers

of the

Company

appearing

on

the

share

certificates

may

also

be printed.

Article

41

The Company

shall keep a share register to contain the following particulars:

(5)

The date on which each shareholder was registered as a shareholder;

(4)

Submission of the relevant share

certificates and any other evidence reasonably

required

by the Board of Directors to prove the transferor's right to transfer the shares;

(5)

If the shares are proposed to be

transferred to joint shareholders, the number

of joint

shareholders shall not exceed four

(4);

No transfer of shares of the Company to infants, mentally

all persons

or other

persons

suffering from legal disability may be permitted.

In the event of its refusal to register the

transfer of shares, the Company shall

provide the

transferor

and

the

transferee

with

a

written notice for refusing to register

the transfer

of shares

within

two

months

from

the

Article

47

For

the

purposes

of convening the general meeting

of

shareholders,

distributing

dividends, liquidation and engaging in other activities requiring the

confirmation

of

shareholdings, the Board of Directors shall

designate

a

day

to

be

the date

of

confirming

the shareholdings. Shareholders whose names appear on

the

share

register

at

the

end

of

that day shall be the shareholders of the Company.

Article

48

Any

person

who

challenges the information set out in

the

share

register

and

requests

to

have his (its) name entered in or removed from the

share

register,

may

apply

to

the

competent court for rectification of the share register.

Article

49

Any person

who

is

a

registered

shareholder

on

the

share register

or

who

requests

to

have

his (its) name

entered

in

the

share register, may apply

to

the

Company

for a

new

share

certificate

in respect

of such shares (i.e. the

"relevant

shares")

if

his

(its)

share

certificate

(i.e. the "original

share

certificate")

has

been

lost.

Unless

the

issuer

of

the

share

certificates

verily

believe

that

the

original

share

certificates

have

been

destroyed

otherwise he shall not issue new share certificates to replace the lost

share certificates.

In the event that the

shareholders of overseas listed foreign

capital

shares have lost

their

share

certificates and

applied for replacement,

they may

be

dealt

with

according

to

the

laws,

stock exchange

rules or other relevant

requirements

of

the place

where the

original

accompanied

by the

notarial

certificate

or

the

statutory

declaration

stating

the

grounds upon

which

the

application is

made,

the

circumstances

for

such

loss

and

the evidence

thereof, other

details

based

on

the actual

situation

as

the

grounds

for

justifying the

application,

and

that

no

other

person

shall

be entitled

to

enter

his

announcement shall, at

least,

be

published

repeatedly once

every

30

days for a period

of 90

days.

(4)

The

Company

shall,

prior

to

publication

of

its

announcement

of

its

intention

to

issue the new replacement share certificate,

deliver to the stock exchange

on

which

the relevant shares are

listed a

copy

of the

announcement

intending

to

be

published.

The

announcement

may

be

published

immediately

upon

receiving

the

reply from

the stock exchange confirming that the announcement has been

displayed

in

its

premises. Such

announcement

shall

be

displayed

for

a period

of

90

days

in

the

stock

exchange.

In the

event

of

having

such

application made

for replacing

the

share certificates without the consent of

the registered

shareholder

of

the

relevant

shares, the Company

shall

send to

such

registered

shareholder by

post

a

photocopy

of the announcement intending to be published;

Company has not received from any person any other claim to the contrary in respect

of

the replacement share certificate, the Company

may issue immediately

the

replacement share certificate as requested by the applicant.

Article 50

Where the Company issues the

replacement

share

certificate in accordance with the

Articles of Association, the name

of the bona

fide

purchaser

who

has

been issued

the

foregoing new share certificate or the shareholder (in

case

of

bona

fide

purchaser)

who

is

subsequently registered as the owner of such shares,

shall

not

be removed from

the share

register.

Article

52

A shareholder of the Company is a person who legally

holds

the

shares

of the Company

and whose name has been recorded in the share register.

Shareholders shall enjoy rights

and assume

obligations according

to

the

class

and

amount

of

shares held by them. Shareholders holding shares of the same class

shall

enjoy

equal

rights and assume same kind of obligations.

Article

53

Where two or more persons are the registered joint shareholders

of

any

of

the

shares, they

shall be deemed as the joint shareholders of the relevant shares.

(1)

However, it shall not be

necessary for

the Company

to register more

than

four

persons

as the joint shareholders of any of the shares.

shall be the only person or persons recognized by

the

Company as

having the ownership of

any such shares, but the Board of Directors

may

require such

evidence of death as it may

of

any share shall

be entitled

to the delivery of the

certificate

related to

such

share,

to

receive notices

from

the

Company,

to

attend

and

exercise

the

voting

right

attached to such share at

the

general meetings of the Company,

and

any

notice

given to such person shall be

deemed to

have

delivered

the

notice

to

all

the

joint

shareholders.

(1)

To collect dividends and other forms of benefit distribution according to the number

of shares held by them;

(4)

To transfer shares in accordance with the provisions of laws, administrative regulations

and the Articles of Association;

lowest price paid for the shares

repurchased in respect of each

class

of

shares of the Company since the

previous financial year, and

all

the

expenses paid by the Company in this

aspect;

Article 56

Apart

from the obligations imposed by laws

and administrative

regulations, or required

by the

listing rules of the stock exchange(s) on

which the shares

of the Company are

listed, the controlling shareholder shall not exercise his voting rights in a manner

(2)

To approve the expropriation in any form by a Director or

Supervisor

(for

his own benefit

or for the benefit of others) of the assets of the Company,

including

(but

not limited to)

any opportunities which are advantageous to the Company;

benefit of others)

of

the individual interests

of

other

shareholders,

including

(but

not limited to) any rights for distributions and

voting

rights,

save

and except

the

reorganization

of

the

Company

submitted

to

the general

meeting

of

shareholders for approval in accordance with Articles of Association.

(1)

He alone or acting in concert with others is entitled to elect more than half

of the members

of the Board of Directors;

(2)

He alone or acting in concert with others is entitled to exercise, or

control the exercise

(3)

To elect and

replace those

Supervisors who

shall be

appointed

from

among

the

shareholders'

representatives,

and to decide

on matters

related to

the

remuneration

of the Supervisors;

Article 60

The Company shall

not

enter into any

contract with any

person

other

than

the

Director,

the Supervisor, the general manager or

other

senior

officers

of the

Company

for

handing

over to such a person

the

management

of the

whole

or the

substantial

part of

the

business

Article 61

The general meeting of shareholders shall be

classified

as

the

annual

general

meeting

and

the extraordinary general meeting. The Board of Directors shall convene the general

meeting of shareholders and decide on

its date and

venue.

The annual

general

meeting

shall be convened once a year, and shall

take

place within

six

months

from

the

end

of

the

previous fiscal year.

(1)

Where the number of Directors is less than the number stipulated in the Company Law

or is less than two-thirds of the number required by the Articles of Association;

Article

64

An extraordinary general meeting shall not decide on

matters

which

are

not specified

in the notice.

Article

65

To comply with the following requirements, the

notice

of

the

meeting of

shareholders

shall:

(4)

Provide

necessary

information

and

explanation

for the

shareholders to

make

sensible

decision

on

the

matters

to be

discussed.

This

principle

shall

include

(but

not limited to) the provision of specific conditions and contract

(if

any)

of

the

proposed transaction in contemplation, in the event

of

merger,

share

repurchase,

restructuring share

capital,

or other reorganization initiated

by

the

Company,

and a

(7)

Contain the express statement that a shareholder entitled

to

attend

and vote

is entitled

to appoint one or more proxies to attend and vote on

his

behalf

and that

such a

proxy need not be a shareholder;

Article

67

Where the notice of a meeting is not delivered to, because of

accidental

omission,

or

the

non-

receipt of the notice of a meeting by any

person

entitled to

receive the

notice,

it

shall

not

invalidate the meeting and the resolutions passed at the meeting.

Article

68

Any shareholder entitled

to attend

and

vote

at

a general

meeting

of

shareholders of

the

Company shall be entitled

to appoint

one

or more

persons

(who

need

not be

a shareholder

or shareholders) as his proxy (proxies) to attend and vote on

his

behalf.

A

proxy

so

appointed shall exercise the following rights as entrusted by that shareholder:

Where that shareholder is a recognized clearing house defined by the Securities and Futures

Ordinance (Chapter 571 of the Laws of Hong Kong) or its nominee, it may

authorize such person or persons as it thinks

fit to act as its representative (or

representatives) at any general meeting of shareholders

or

any

class

meeting

of

shareholders, provided that if more than one person is so authorized, the power of attorney shall

set

out the

number

and

class of shares

in

respect

of which

each

such

person is

so

authorized.

The person so authorized shall be entitled to

exercise the

same power on

behalf

of

the

recognized clearing

house

(or

its

nominees)

as

if such

person is

the

individual shareholder

of the Company.

Article 69

A shareholder shall appoint his proxy in

writing

under

the

hand

of

the

shareholder

or

his

attorney

authorized

in

writing;

in

the

event

that

the

shareholder

is

a

legal

person,

it

shall

be under the seal

of

the

legal

person

or

under

the hand of its Director

or

duly

authorized

attorney or officer. The

proxy

form shall

specify

the

number

of

shares

which

the

proxy

shall represent. In the event

of

appointing

several

proxies,

the

proxy

form

shall

specify

the number of shares which each of the proxies shall represent.

such a proxy form is signed by

a

person

under

power

of

attorney

on

behalf of

the

principal, that power of attorney

or other authorization documents shall be

notarized.

The

notarized

power

of

attorney and

other

authorization

documents

shall,

together

with

the

proxy form appointing the proxy,

be

deposited

at

the

residence

of the

Company

or at

some other place specified for that purpose

in

the

notice for

convening

the

meeting.

In

the

event that the principal

is a legal

person,

its legal

representative

or a person

authorized

by

way

of the

resolution

adopted

by

its

Board

of

Directors or other decision-making

body

shall be entitled to attend a general meeting of shareholders of the Company on its behalf.

Article

71

Any kind of

proxy

form

given

to

shareholders

by

the

Board

of

Directors

of the

Company

for appointing the proxy shall

permit

the

shareholders

to

freely

instruct

the

proxy

separately to vote in favour of

or

against

each

resolution

dealing

with business

to

be

transacted

at the

meeting.

Such

proxy

form

should

contain

a

remark

that

in

default

of

instructions by the shareholder, the proxy may vote as he

thinks fit.

Article

72

A

vote

given

in

accordance

with

the

terms

of an proxy form shall

remain valid

notwithstanding the death

or

loss

of capacity

of the

principal

or revocation

of

the proxy

or

of the authorization under which the proxy was executed, or the transfer of relevant

shares in respect of which the proxy is given, provided

that no notice in writing

of

such

death, loss of capacity, revocation or transfer shall have been

received

by

the

Company

before the commencement of the relevant meeting at which the proxy is used.

Article

73

Resolutions

of

a general

meeting

of

shareholders

can

either

be

ordinary

resolutions

or

special resolutions.

An ordinary resolution of a general meeting

of

shareholders

shall

be

passed

by

more

than

half of the

total

voting

shares

of

the

Company

being

held

by

the

shareholders

(including

Article

74

The shareholder (including

the

proxy) shall

exercise

his

voting right

in

accordance with

his number of voting shares. Each share shall have one vote.

However,

voting

at

the

meeting shall be

subject

to

any

privileges

or restrictions in

respect

of any

specific

class

of

shares.

Article

75

The votes of the shareholders

shall

be

taken

by

way

of

poll

at

the

general

meeting

of

shareholders.

Article

76

In the

event the

resolution

proposed

involves

election

of

the chairman

or

termination

of

the

meeting, the voting

shall be

made immediately

by

way

of

poll.

As

for

the

resolutions

Article 82

A general meeting of shareholders shall be convened by the Chairman of the Board of Directors who

shall preside as chairman of the meeting. If the Chairman is unable or fails to perform his duties, more

than half of the Directors may elect a Director to convene and act as the chairman of the meeting.

If the Board is unable or fails to perform the duty of convening a general meeting, the Supervisory

Committee shall duly convene and preside over a general meeting; if the Supervisory Committee fails to

convene and preside over a general meeting, the shareholders individually or jointly holding ten percent or

more of the Company's shares for more than ninety consecutive days shall have the right to convene and

preside over a general meeting.

A general meeting convened by the Supervisory Committee itself shall be presided over by the chairman of

Supervisory Committee. Where the chairman of Supervisory Committee is unable or fails to fulfil the duty

thereof, more than half of the Supervisors shall jointly elect a Supervisor to preside over.

A general meeting convened by the shareholders themselves shall be presided over by a representative

elected by the convener. In the event that no chairman is so elected, the shareholders attending the meeting

may elect a person to act as the chairman. If for any reasons the shareholders cannot elect a chairman, the

shareholder (including his proxy) holding the greatest number of voting shares present at the meeting shall

act as the chairman.

Article

84

Where the chairman

of

a

general

meeting

of shareholders has doubt

about the

outcome

of the resolution tabled for voting, he may

count

the

number

of

votes

casted.

If

no

counting is made by the

chairman

of

the

meeting,

any

shareholder

who

queries

the

outcome as announced

by

the chairman shall have the right to demand

a

counting

of

the

votes immediately. The chairman shall forthwith conduct a counting

of

the votes

as

demanded. Where the Company is aware that any shareholder

must

give

up

his

right

to

vote or must vote for or against a resolution

in accordance with the listing

rules

of

the

main board of the Hong

Kong

Stock

Exchange,

any

votes

cast

in

violation

of

the

aforesaid rules or restriction shall not be counted.

Article

85

Where a counting of the votes

has

been conducted

at a general

meeting of

shareholders,

the outcome shall be recorded in the

minutes.

The minutes together with the attendance record signed by those shareholders attending

the meeting and the powers

of

attorney

of those attending

the

meeting

by

their

proxies

shall be kept at the residence of the Company for a period of 10 years and

shall

not be

destroyed before the expiry of the said period.

Class shareholders shall enjoy the rights and

assume the obligations in accordance with

the laws, administrative regulations and the Articles

of Association.

Article 89

The

rights of class shareholders shall be deemed to be varied

or

abrogated under

the

following

circumstances:

(1)

The

increase or decrease of the

number of shares of such class, or

the

increase

or

decrease

of the number of shares of a

class

entitled

to voting

rights

or

distribution

rights or

other privileges equivalent or superior to the shares of such class;

(2)

The conversion of all or a part of

the shares of

such

class

into

shares

of

another

class,

or the conversion of all or a part of the shares

of another

class

into

the shares

of such

class or conferring such rights of conversion;

(3)

The

removal or reduction

of the

rights

to

accrued

dividends

or

cumulative

(7)

The creation of a new class of

shares entitled to the

voting

rights or

distribution rights

or other privileges equivalent or superior to the shares of such class;

(8)

The imposition of restrictions or

additional restrictions

on the

transfer

or ownership of

the shares of such class;

Article 90

Shareholders of

the

affected class,

whether

or

not

otherwise

having the right

to

vote at

general meetings

of

shareholders, shall

have

the

right

to vote

at

class meetings in

respect

of matters concerning Articles 89(2)

to

(8) and

(11)

to

(12),

but

interested

shareholder(s)

shall not be entitled to vote at class meetings.

(3)

In

the

case

of

a

proposed

restructuring

of

the

Company,

an

"Interested

Shareholder" refers to a shareholder

within

a class who

bears

less than a proportionate burden

imposed on that class under

the

proposed

restructuring

or who has an

interest in

the proposed

restructuring different from the interest of shareholders of that class.

Article

91

The

resolutions

of

the

class

meeting

of

shareholders

shall

only

be

adopted

by

the

shareholders

attending

the

meeting

with

more

than

two-thirds

of

the

voting

shares

according to Article

90.

Article

92

Where

the

Company

convenes

a

class

meeting

of

shareholders,

it

shall,

issue

written

notices to notify the respective shareholders

of

that

class

whose

names

appear

in

the

share

register of the items proposed to be considered and the date

and venue

of

the

meeting

forty-

five days

before that

meeting.

Shareholders

intending

to

attend

the

class

meeting

shall

send written replies to confirm their

attendance

and

such

replies

shall

be

delivered

to

the

Company twenty days before the meeting.

the meeting is more than

half of the total number

of

voting shares

of

that

class,

the

Company may convene the class meeting.

If not,

the

Company

shall,

within

five

days,

inform the shareholders again of the items

proposed

to

be

considered

and

the

date

and

venue of the meeting by way

of an announcement.

After

making

such

notification by way

of announcement, the class meeting of shareholders may be convened by the

Company.

Article 93 Notices of class meetings need only be served on shareholders entitled to vote thereat.

Meetings of any class of

shareholders shall

be

held

according

to

the

procedure

same

as

that

of

general

meetings

of shareholders as far as

possible. The procedure

in the

Articles

of

Association

related to

general

meetings

of shareholders

shall

apply

to any

meeting of

a

class of shareholders.

Article 94

Apart

from

the

shareholders

of

other

classes

of

shares,

the

shareholders

of

domestic

capital shares and overseas listed foreign capital shares are deemed to be shareholders of