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External sources (not reviewed)

[...] [...] commitments, of,and the repaymentor payment [...][...]

[...] sum by way of compensation for lossof office [...][...]

[...] [...] expenses andto be indemnified to thesame extent [...][...]

[...] the paymentor repaymentof suchsum or sums in such manner and upon such terms and conditions in all respects as it thinks fit and, in particular, by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debt, liability [...]

(c) Hang Seng will have the discretion whether to supply a Card Account Statement if (i) there are no entries covering the relevant statement period and no outstanding balance on the Credit Card Account, the Syndicate Account or the Partnership Account (as the case may be) since the last Card Account Statement or (ii) where the Card has been cancelled or terminated by Hang Seng or the Cardmember for whatever reason or where the Syndicate or the Partnership has been dissolved and there is a debit balance in the Credit Card Account, the Syndicate Account or the Partnership Account (as the case may be) overdue for such period considered by Hang Seng to be unacceptable.

5.3 If you fail to comply with any of your obligations and/or tomeetyour liabilities under any of the provisions of this Client Agreement including this Schedule, including without limitation failure to provide Margin, we may at our absolute discretion and without prior notice to you or your consent; (a) decline to accept further Instructions in respect of Exchange Traded Options Business; (b) Close Out some or all of your Client Contracts with us; (c) enter into Contracts or transactions in Securities, Futures or Commodities, in order to settle obligations arising out to or to hedge the risks to which we are exposed in relation to [...][...]

(C) Subject to paragraph (B) above, we shall hold on the death, or mental and/or other incapacity of or the occurrence of an InsolvencyEvent in relation to any of the joint Account holder all credit balance or balances and properties in all the Accounts and all monies due by us to the joint Account holders under any Transactions and Services to the order of the surviving joint Account holder (in case of death of all of the joint Account holders, to the executors or administrators of the last surviving joint Account holder) and any payment by us above shall be an absolute full and conclusive discharge of us as against the joint Account holders (including the deceased and his/her/estate and successor) provided that we may require the production of documentary proof of the death and/or the relevant legal grant to the estate of the deceased.

[...] [...] policies, book debts, claims and choses-in-action, lands, buildings, hereditaments, business concerns and undertakings, mortgages, charges, annuities, patents, licences, and any interest in any real or personal property, and any claims againstsuch property [...]

141.4 Notwithstanding the provisions of Article 141.1.1 or 141.1.2, a general meeting declaring a dividend may, upon the recommendation of the Directors, direct that it shall be satisfied wholly or partly by the distribution of assets and in particular of paid-up shares or debentures of any other Company and, where any difficulty arises in regard to the distribution, the Directors may settle the same and in particular may issue fractional certificates and fix the value for distribution of any assets and may determine that cash shall be paid to any member upon the footing of the value so fixed in order to adjust the rights of members and may vest any assets in trustees.

(iv) Any security interest referred to in subparagraph (i), (ii) or (iii) and which extends to future advances or liabilities shall, on and from the appointed day, be available to Bank of East Asia (whether for its own benefit or, as the case may be, for the benefit of any other person) as security for the payment or discharge of future advances and liabilities to the same extent and in the same manner in all respects as future advances by, or liabilities to, First Pacific Bank or, as the case may be, Bank of East Asia were secured thereby immediately before that day.

As at the Latest Practicable Date, no member of the Group was engaged in any litigation, arbitration or claims of material importance and, insofar as the Directors are aware, no litigation or claim of material importance is pending or threatened by or against any member of the Group.

4.50 We may, at any time and without notice, apply any credit balance in any currency on any account of you and, where applicable, any account of the Authorized User, whether in the name of you or the Authorized User or in the names of you or the Authorized User and any other person, in or towards satisfaction of any indebtedness owed by you or the Authorized User to us under these Terms and Conditions in whatever capacity and whether actual or contingent or whether owed solely by you or the Authorized User or by you or the Authorized User and any other person.

(4) Subject to any provision to the contrary in these Bye-laws the Members may, at any general meeting convened and held in accordance with these Bye-laws, by ordinary resolution remove a Director at any time before the expiration of his period of office notwithstanding anything in these Bye-laws or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement) provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director fourteen (14) days before the meeting and at such meeting such Director shall be entitled to be heard on the motion for his removal.

(iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis.

3.4 To stand surety for or to guarantee, indemnify, support or secure the performance of all or any of the obligations of any person, firm or company whether or not related or affiliated to the Company in any manner and whether by personal covenant or by mortgage, charge or lien upon the whole or any part of the undertaking, property and assets of the Company, both present and future, including its uncalled capital or by any such method and whether or not the Company shall receive valuable consideration therefor.

(B) Subject to paragraph (C) of this Bye-law, all dividends and other distributions in respect of shares in the Company shall be stated and discharged, in the case of shares denominated in Hong Kong dollars, in Hong Kong dollars, and, in the case of shares denominated in any other currency, in that currency, provided that, in the case of shares denominated in Hong Kong dollars, the Board may determine in the case of any distribution that shareholders may elect to receive the same in United States dollars or any other currency selected by the Board, conversion to be effected at such rate of exchange as the Board may determine.

(c) All redeemable units in the class of instruments that issubordinate toall other classes of instruments have identical features.

[...] [...] the Group, or as compensation for loss ofoffice [...]

[...] [...] thereon may bymaderepayable by monthly or [...]

(a) All communications, notices, Form(s) of Acceptance, share certificate(s) in respect of the Shares and Share Options (if any), transfer receipts, other documents of title (and/or any satisfactory indemnity or indemnities required in respect thereof) and remittances to settle the consideration payable under the Offers to be delivered by or sent to or from the Independent Shareholders and Independent Optionholders will be delivered by or sent to or from them, or their designated agents through ordinary post at their own risk, and none of the Company, the Offeror, GF Capital, GF Securities, Asian Capital, the Registrar nor any of their respective directors or agents or other parties involved in the Offers accepts any liability for any loss or delay in postage or any other liabilities that may arise as a result thereof.

Liquidity risks may arise from financial assets which can not be sold as soon as possible at fair value, or the situation where the other party is unable to pay its contractual obligations, or debt obligations that mature earlier, or the unexpected insufficient cash flow.

(v) for any penalty imposed on any member of the Group under section 42 of the Estate Duty Ordinance or the equivalent thereof under the laws of any juridiction outside Hong Kong by reason of any member of the Group defaulting, at any time after the date of the deed of indemnity, in any obligation to give information to the Commissioner under section 42(1) of the Estate Duty Ordinance or the equivalent authority thereof under the laws of any jurisdiction outside Hong Kong.

(B) Any CP Shareholder may exercise the Conversion Right in respect of one or more Convertible Preference Shares held by him at any time subject to the provisions of the Statutes and any other applicable fiscal and other laws and regulations by delivering a duly signed and completed Conversion Notice to the Registrar's Office accompanied by the Certificates in respect of the Relevant Convertible Preference Shares and such other evidence (if any) as the Directors may reasonably require to prove the title of the person exercising such right (or, if such Certificates have been lost or destroyed, such evidence of title and such indemnity as the Directors may reasonably require).

[...] [...] Group could be required to repay.

(e) A certificate or report by the Auditors of the Company as to whether or not the Subscription Right Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Right Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Right Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

[...] [...] or (2) that the grantee has committed any actof bankruptcy or has become insolventor is subject to any winding-up, liquidation [...][...]

[...] [...] so secure the repayment of any money [...][...]

(5) Subject to any provision to the contrary in these Article, the Members may, at any general meeting convened and held in accordance with these Articles, by ordinary resolution remove a Director at any time before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).