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External sources (not reviewed)

[...] [...] of business of the Group; (b) either on normal commercial terms or on terms no less favourable tothe Groupthanterms available [...][...]

During the year, no emoluments were paid by theGroup tothe Company's directors or any of the five highest paid individuals as an inducement to join, or upon joining theGroup,or as compensation for loss of office (2008: Nil).

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, supervisors and senior management of the Company and their associates had any personal, family, corporateor other interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they are taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be recorded in the register referred therein, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

(dd) To finance and take part in the floatation and registration of any company or corporation and the placing of its capital or securities or other issues and in particular but so as not to limit the generality of the foregoing to promote or join in the promotion of any subsidiary or other company having objects wholly or in part similar to those of this Company, or whose objects shall include the acquisition and the taking over of all or any of the assets and liabilities of or shall be in any manner calculated to advance directly or indirectly the objects or interests of the Company and to subscribe for, acquire and hold shares, stocks or securities of, and guarantee the payment of any securities issued by any such company.

To every such separate general meeting the provisions of these Bye-laws relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be not less than two persons holding or representing by proxy (or, in the case of a member being a corporation, as the duly authorised representative of such corporation) at least one-third in nominal value of the issued shares of that class, and at an adjourned meeting not less than two persons holding or representing by proxy (or, in the case of a member being a corporation, as the duly authorised representative of such corporation) shares of that class, and that any holder of shares of the class present in person or by proxy (or, in the case of a member being a corporation, as the duly authorised representative of such corporation) may demand a poll.

Releasing Parties” shall refer individually and collectively, to Plaintiffs and all [Lufthansa] Settlement ClassMembers, on behalf of themselves and any person or entity claiming by or through them as an heir, administrator, devisee, predecessor, successor, parent, subsidiary, representative of any kind, shareholder, partner, director, owner of any kind, affiliate, assignee, agent, employee, contractor, attorney, or insurer, and to Settlement Class Counsel, on behalf of themselves and any person or entity claiming by or through them as an heir, administrator, devisee, predecessor, successor, parent, subsidiary, representative of any kind, shareholder, partner, director, owner of any kind, affiliate, assignee, agent, employee, contractor, attorney, or insurer.

Save as disclosed above, as at 31 December 2009, none of the Directors and chief executives of the Company had any interests and short positions in the shares or underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) that was required to be recorded pursuant to section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

[...] [...] or in the case of a companyor body corporate, the individuals who [...][...]

[...] member oftheGroup under section [...][...]

If you have sold or transferred all your shares in USI Holdings Limited, you should at once hand this circular and the enclosed proxy form to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

[...] [...] or whena Syndicate oraPartnership has been dissolved or when a Syndicate Account or a Partnership Account has been terminated, it is the duty of the Cardmember, theSyndicate Treasurer or the Managing Partner to request for updated Account Statement or to inquire with Hang Seng from time to time on the outstanding balance of the Card Account, theSyndicate Account orthe Partnership [...][...]

If the Directors shall at their absolute discretion determine that (aa) (1) the grantee of any option (other than an Eligible Employee) or his associate has committed any breach of any contract entered into between the granteeor his associate on the one part and the Group or any Invested Entity on the other part; or (2) that the grantee has committed any act of bankruptcy or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his creditors generally; or (3) the grantee could no longer make any contribution to the growth and development of the Groupby reason of the cessation of its relations with the Group or by other reason whatsoever; and (bb) the option granted to the grantee under the Share Option scheme shall lapse, his option will lapse automatically and will not in any event be exercisable on or after the date on which the Directors have so determined.

(v) A general notice to the Board by a Director that he is a member of a specified firm or corporation and is to be regarded as interested in any contract or arrangement which may be made with that firm or corporation after the date of such notice or that he is to be regarded as interested in any contract or arrangement which may be made with a specified person who is connected with him after the date of such notice shall be deemed to be a sufficient declaration of interest in relation to any contract or arrangement so made, provided that no such notice shall be of effect unless either it is given at a meeting of the Board or the Director takes reasonable steps to ensure that it is brought up and read at the next meeting of the Board after it is given.

[...] the Iranian group, the other members [...][...]

[...] [...] include any partnership or other body ofpersons whether incorporated [...][...]

[...] [...] any fluctuating bodyof persons, whether [...][...]

[...] [...] 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 Syndicateorthe Partnership has been dissolved and there is a debit balance in the Credit Card Account, the Syndicate Account or the [...][...]

110 Any corporation which is a member of the Company may, by resolution of its directors or other governing body or bypower of attorney, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of members of any class of shares of the Company [...][...]

(m) To advance money by way of loan on any land or hereditament of any tenure, whether the same shall be wholly or partly built on or not, or on any messuages or tenements, or any estate or interest in any land or hereditaments, messuages or tenements, at such amount and at such rate of interest and upon such terms and conditions as the Company shall think fit and in particular to lend money to any person or persons, company or corporation undertaking to build on, or to develop or improve any property upon which this Company shall advance, or agree to advance money or in which it is interested.

We now manage a much more diversified property portfolio that has created enduring growth for the Group, giving us greater flexibility to seize market opportunities to support our long-term development and producing sustainable and reliable recurring income as well as enhanced investment returns.

[...] prices usedby knowledgeable andwillingness [...][...]

Despite the Group havingbeen granted the right of first refusal for the development of Phase II of the WIT Port by the PRC joint venture partners who are Wuhan government agencies at inception of the WIT project, the signing of the Heads of Agreement in 2005 (together with a supplemental agreement in April 2007) and the subsequent approval of the development plan by the Central Government fortheGroup to take a 44% equity interest in the Phase II development with the rest of the interest to be taken up by the two PRC Joint Venture partners of WIT, negotiations of the terms of the joint venture agreement have grinded to a halt resulting in the Groupnotbeing able [...][...]

(d) To hold in trust as trustees or nominees of any person or persons, company, corporation, or any charitable or other institution in any part of the world and whether incorporated or not and to manage, deal with and turn to account, any real and personal property of any kind, and in particular, shares, stocks, debentures, debenture stock, notes, securities, options, 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 against such property or against any person, firm or corporation.

[...] [...] operations of the Group with the support [...]

(d) To carry on the business of construction and building contractors, interior and exterior decorators, and owners of land and hereditaments, messuages and tenements and any estate or interest therein Hong Kong Stamp Duty $20.00 5-8-65 — 2 — respectively, to manage estates and properties, to receive and collect rents, and to act as attorneys or factors and transact all kinds of agency and commission business so far as regards lands and hereditaments, messuages and tenements, and any estate or interest therein respectively for any person or persons, company or corporation for such commission or consideration and upon such terms and conditions as the Company shall think fit.

[...] include reviewingthe financial reporting [...][...]

[...] policies, the Group will continue [...][...]