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External sources (not reviewed)

For items not specifically listed below, the generally accepted accounting principles prevailing in Hong Kong and applicable to HEC at the time this Agreement is made will be applied (these generally accepted accounting principles are referred to as “Relevant Principles”).

(g) are necessary with a view to the institution of, or otherwise for the purposes of, any criminal proceedings, or any investigation carried out under the laws of Hong Kong.

3.14 The Company may, unless prohibited by law, atany time pay a commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, but so that the conditions and requirements of the Law shall be observed and complied with, and in each case the commission shall not exceed 10% of the price at which the shares are issued.

On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the member sued is or was entered in the register as the holder, or one of the holders, of the shares in respect of which such debt accrued; that the resolution making the call is duly recorded in the minute book; and that notice of such call was duly given to the member sued, in pursuance of these Bye-laws; and it shall not be necessary to prove the appointment of the Board who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

A few members suggested exempting emergency vehicles including those of disciplinary forces and commercial vehicles with genuine operational needs, e.g. refrigerator trucks, ice-cream vans, etc.

(v) To obtain any order ordinance charter or Act of Parliament for enabling the Company to carry any of its objects into effect or for effecting any modification of the Company’s constitution or for any other purpose which may seem expedient and to oppose anyproceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.

Rights Issue” means an offer of shares to holders of shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).

4.29 You and, where applicable, the Authorized User acknowledge that it is your responsibility to determine independently market prices, interest rates, exchange rates for trading purposes through your usual trading channels, to verify any of the Market Information and/or the Reports before relying or acting on it and to seek independent professional advice on legal, financial, tax and other issues in connection with the use of the Internet/Phone Banking Services, the Market Information and the Reports, the provisions of this Clause 4 and any transactions and dealings which may affect you under all applicable laws.

Another member suggested applying the principle of “Strict Liability” in the enforcement of the ban.

Effective risk management depends on, among other things, our ability through stress testing and other techniques to prepare for events that cannot be captured by the statistical models we use; and our success in addressing operational, legal and regulatory, and litigation challenges, notably the ultimate resolution of the AML, BSA and OFAC investigations.

This Bylaw provides for the management, control, operation and use of Ocean Park in order to preserve good order and discipline and prevent nuisances, and provides for related matters.

24.11 The Board may on any occasion determine that rights of election and the allotment of shares under Article 24.7 shall not be made available or made to any members with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of such rights of election or the allotment of shares would or might be unlawful, or where the Board considers the costs, expenses or possible delays in ascertaining the existence or extent of the legal and other requirements applicable to such offer or the acceptance of such offer out of proportion to the benefit of the Company, and in any such case the provisions aforesaid shall be read and construed subject to such determination.

(iv) if upon the exercise of the subscription rights represented by any warrant the amount standing to the credit of the Subscription Right Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by law, share premium account and capital redemption reserve fund) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue.

(d) if the application is approved, the project agreement will have been duly executed by it and all terms and conditions in the project agreement constitute legally binding and valid obligations on its part in accordance with their terms.

(b) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and (c) the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to and caused advertisement in the Newspapers in accordance with the requirements of the Designated Stock Exchange to be made of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

7.2 The Committee should report back to the Board on its decisions or recommendations, unless there are legalor regulatory restrictions on its ability to do so (such as a restriction on disclosure due to regulatory requirements).

(c) to authorise any person to enter on behalf of all members entitled thereto into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares, debentures or other securities to which they may be entitled upon such capitalisation, or, as the case may require, for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such members.

Under PRC laws and regulations, foreign investors (such as the Sub-Fund) may be subject to a 10% withholding tax on income (such as dividend/interest and capital gains) imposed on securities issued by PRC tax resident enterprises.

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(B) Subject to Article 167(C), a copy of the Relevant Financial Documents and/or a copy of the Summary Financial Report (if the Board has so resolved and the recipient has, in accordance with and if required by the Companies Ordinance and other applicable laws, rules and regulations, consented or is deemed to have consented to receiving the Summary Financial Report in place of the Relevant Financial Documents) shall, not less than twenty-one clear days before the date of the relevant general meeting, be delivered or sent by post to the registered address of every Entitled Person and to the Auditors and the required number of copies of each of the Relevant Financial Documents and the Summary Financial Report, if published, shall at the same time be forwarded to the Stock Exchange.

1.3.1 The Survey covers all kinds of prepackaged food products available in retail shops (e.g. supermarkets, specialty shops (including shops specialising in health foods, organic products and snacks) and ethnic shops (including Filipino, Indonesian, Indian, Thai and Nepalese/ Pakistani)).

In the Group’s Other Markets (Australia, Indonesia, New Zealand, the Philippines, Taiwanand Vietnam), we delivered a strong VONB growth of 28%, demonstrating AIA’s strong position and diversified footprint across the region.

Subject to paragraph (a) of article 161, the Company may, after it has made adequate arrangements to ascertain the preference of its members, holders of its debentures and all other persons entitled to receive notices of general meetings of the Company and in accordance with applicable laws and regulations, deliver or send to each of the aforesaid persons a copy of either (i) the relevant financial documents or (ii) the summary financial report at least 21 days before the date of the general meeting, provided that this article shall not require a copy of those documents to be sent to any member or bolder of debentures of the Company or other person entitled to receive notices of general meetings of the Company of whose address the Company is not aware nor to more than one of the joint holders of any shares or debentures nor in other circumstances permitted by applicable laws and regulations.

Pursuant to the above non-binding term sheet, the consideration for the sale and purchase of the 4.76% shareholding interest in WPFSL will be in cash and equal to approximately 4.76% of the consolidated net asset value of WPFSL on or around the date of completing the transfer of the shares in WPFSL from Parex International Limited to Winsor HK (and for which purposes the parts of the Property owned by WPFSL and Chericourt will be valued at the same value as in the audited consolidated accounts of the Winsor Group for the year ended 31 December 2011 which was based on an independent valuation of Winsor Group's interest in Regent Centre as at 31 December 2011, which includes units and carparks comprising the Property and other parts of Regent Centre, being Units 505-510, Tower B of Regent Centre, that will form part of the Distributed Businesses).

(m) charges for services provided by the project applicant - accounting services, personnel services, procurement services, library services, security services, cleansing services, legal services, and central and departmental administrative services.