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External sources (not reviewed)

I/We/Our company] had not communicated to any person other than HD the amount of any rental offer, adjusted the amount of any quotation by arrangement with any other person, made any arrangement with any other person about whether or not [I/we/our company] or that other person should submit a Form of Tender or otherwise colluded with any other person in any manner whatsoever and undertake that at any time thereafter in the letting of the above premises until the bidder is notified by HD of the outcome of the letting exercise and other than the Excepted Communications referred to in the remark below of this Form of Tender [I/we/our company] will not communicate to any person other than HD the amount of any rental offer, adjust the amount of any quotation by arrangement with any other person, make any arrangement with any other person about whether or not [I/we/our company] or that other person should bid or otherwise collude with any other person in any manner whatsoever.

I believe with the joint efforts of all staffs and the continuing support from our customers, we will soon be able to achieve the goal of transforming into an international-class investment bank.

The Company may by ordinary resolution, before the issue of any new shares, determine that the same, or any of them, shall be offered in the first instance, and either at par or at a premium, to all the existing holders of any class of shares in proportion as nearly as may be to the number of shares of such class held by them respectively, or make any provisions as to the issue and allotment of such shares, but in default of any such determination or so far as the same shall not extend, such shares may be dealt with as if they formed part of the capital of the Company existing prior to the issue of the same.

169.3 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.

The 125,000,000 Subscription Shares represent (i) approximately 7.45% of the existing issued share capital of the Company as at the date of this announcement; (ii) approximately 6.93% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares (assuming that there is no change in the issued share capital of the Company from the date of this announcement to the completion of the Subscription save for the issue of the Subscription Shares); and (iii) approximately 6.41% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares, the Option Shares and the Warrants (assuming there are no other allotments and issue of Shares and no options under the Share Option Scheme are granted or exercised and no further warrants created and granted).

This fund uses method (ii) and, therefore, its unit prices, net asset value (NAV) or fund performance quoted (except for the fund performance figures quoted in a Fund Fact Sheet) do not reflect the impact of fees and charges.

This assessment involves judgment as to: (i) the likely future commerciality of the asset and when such commerciality should be determined; (ii) future revenues based on forecasted oil and gas prices; (iii) future development costs and production expenses; (iv) the discount rate to be applied to such revenues and costs for the purpose of deriving a recoverable value, and (v) potential value to future E&E activities of any geological and geographical data acquired.

This form of construction is carried out in existing or formed land to provide the necessary construction access from the surface – should the tunnel alignment cross over seabed, reclamation will be required to first form the land through which the diaphragm walls need to be constructed.

AND IT IS HEREBY DECLARED that the word “Company” in this clause when not applied to this Company shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated and whether domiciled in Hong Kong or elsewhere and whether existing or hereafter to be formed and the intention is that each object specified in each paragraph of this clause shall unless otherwise therein provided be regarded as an independent object and shall be in nowise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company and shall be capable of being pursued as an independent object and either alone or in conjunction with any one or more of the objects specified in the same or in any other paragraph or paragraphs.

(b) To enter into any guarantee, contract of indemnity or suretyship and in particular (without, prejudice to the generality of the foregoing) to guarantee, support or secure, with or without consideration, whether by personal obligation or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company or both such methods or in any other manner, the performance of any obligations or commitments, of, and the repayment or payment of the principal amounts of and any premiums, interest, dividends and other moneys payable on or in respect of any securities or liabilities of, any person including (without prejudice to the generality of the foregoing) any company which is for the time being a subsidiary or a holding company of the Company or another subsidiary or a holding company of the company or otherwise associated with the Company.

(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.

c. “dealing” includes, subject to paragraph (f) below, any acquisition, disposal or transfer of, or offer to acquire, dispose of or transfer, or creation of pledge, charge or any other security interest in, any securities of the Company or any entity whose assets solely or substantially comprise securities of the Company, and the grant, acceptance, acquisition, disposal, transfer, exercise or discharge of any option (whether call, put or both) or other right or obligation, present or future, conditional or unconditional, to acquire, dispose of or transfer securities, or any interest in securities, of the Company, in each case whether or not for consideration and any agreements to do any of the foregoing, and “deal” shall be construed accordingly

The Chairman responded that there was no particular type of food which contained very high chloropropanol level found in this study, hence the key message to the public will be focused on promoting a balanced diet so as to avoid excessive exposure to certain contaminants from a small range of food items.

(D) The Company may, upon the recommendation of the Directors, by special resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (A) of this Bye-Law a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid without offering any right to members to elect to receive such dividend in cash in lieu of such allotment.

In making this judgement, the Group evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost, and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

It can also be a present obligation arising from past events that is not recognised because it is not probable that outflow of economic resources will be required or the amount of obligation cannot be measured reliably.

(F) Subject to the Ordinance and to the next paragraph of this Article, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established.

If the Units to be allocated are of an Investment Option denominated in a currency different from the base currency of your Basic Policy, we will convert the relevant value from the corresponding Unit cancellation of the existing Investment Options into the denominated currency of that Investment Option in respect of which Units are to be allocated in order to determine the relevant amount of Units to be allocated before allocation.

Valuation techniques include reference to most recent market prices used by knowledgeable and willingness parties, reference to current fair value of other financial instrument with similar nature, discounted cash flow method and option valuation models.

(7) To acquire, by purchase or otherwise or undertake, or otherwise to participate in, deal in and turn to account the whole or any part of the business, goodwill, assets, property and liabilities of any person, firm or company carrying on or proposing to carry on any business which the Company is authorised to carry on or possessed of property suitable for the purposes of the Company.

Notwithstanding the date on which the Agreement comes into effect, if from the date of this Agreement there is any repeal or amendment to the APCO (other than pursuant to the Government’s proposal to amend the APCO to cap the emissions of the Pollutants and to facilitate the use of emissions trading as described in a Legislative Council Panel on Environmental Affairs Paper reference CB(1) 418/07-08(07) dated 17 December 2007 (“Legislative Proposal”)) or any renewal of or change to any Specified Process Licence (other than to the amount of the Initial Cap or pursuant to the Legislative Proposal), which has a material effect on the Mechanism or HEC’s emissions performance or compliance with the Total Permissible Emissions, the Mechanism shall not apply to that Applicable Year and any subsequent Applicable Years until HEC and the Government have reached agreement as to the amendments to this Schedule that are required to give continued effect to the Mechanism.

(ii) If and whenever the Company shall capitalise any amount of profits or reserves (including any share premium account or contributed surplus account) and apply the same in paying up in full the nominal value of any Ordinary Shares (other than any Ordinary Shares credited as fully paid out of distributable profits or reserves (including any share premium account or contributed surplus account) and issued in lieu of the whole or any part of a cash dividend or specie distribution which the holders of the Ordinary Shares concerned would or could otherwise have received and which would not have constituted a Capital Distribution), the Conversion Price in force immediately prior to the Record Date therefor shall be adjusted by a fraction of which the numerator shall be the aggregate nominal amount of the issued Ordinary Shares immediately before such issue and of which the denominator shall be the aggregate nominal amount of the issued Ordinary Shares immediately after such issue.

Subsequent to initial recognition, loans and receivables (including trade and other receivables, deposit paid for acquisition of a subsidiary, pledged bank deposits and bank balances and cash) are carried at amortised cost using the effective interest method, less any identified impairment losses (see accounting policy on impairment loss on financial assets below).

(e) To issue and allot securities of the Company for cash or in payment or part payment for any real or personal property purchased or otherwise acquired by the Company or any services rendered to the Company or as security for any obligation or amount (even if less than the nominal amount of such securities) or for any other purpose.

(D) the Dividend (or that part of the Dividend in respect of which a right of election has been accorded) shall not be payable on Shares in respect whereof the Share election has been duly exercised ("the elected Shares") and in lieu thereof Shares shall be allotted credited as fully paid 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 or any part of any of the Company’s reserve accounts (including any special account, contributed surplus account, share premium account and capital redemption reserve fund (if there be any such reserve)) as the Board may determine, a sum equal to the aggregate nominal amount of the Shares to be allotted on such basis and apply the same in paying up in full the appropriate number of Shares for allotment and distribution to and amongst the holders of the elected Shares on such basis.

(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.