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External sources (not reviewed)

Ordinary resolutions will also be proposed at the Annual General Meeting in respect of the granting of the Issue Mandate to the Directors, in the terms set out in the notice of the Annual General Meeting, to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution, and adding to the Issue Mandate so granted to the Directorsany Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the Repurchase Mandate, at any time during the period ended on the earliest of (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; and (c) the date upon which such authority is revoked or varied by an ordinary resolution at a general meeting of Shareholders.

[...] [...] reserve fund) as the Directors may determine, [...][...]

[...] [...] addition thereto anamount representing the aggregate nominal amount of shares of the Company purchased or otherwise acquired by the Company [...][...]

[...] [...] shares on which an aggregate sum has been paid up equal tonot less thanone-tenth [...][...]

Based on the 455,901,260 Shares in issue as at the Latest Practicable Date and, if the proposed New General Mandate is approved at the EGM and on the basis that no further Shares will be issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the total number of new Shares that may be issued under the proposed New General Mandate is 91,180,252 Shares, representing 20% of the 455,901,260 Shares in issue as at the EGM date.

The Directors consider that the Company should increase the Existing Plan Limit by 560,522,395 Ordinary Shares, whichis equal to 2.5% of the issued share capital of the Company as of March 31, 2010, to a new plan limit of 1,015,931,725 so that the Company would be able to provide incentives to eligible participants under the 2004 Equity Incentive Plan by way of granting equity-based awards (other than stock options) to them.

Any person so elected shall hold office for such time only as the Director in whose place he is elected would have held the same if he had not been removed.

Subject to the passing of Ordinary Resolution No. 4 in the AGM Notice and on the basis that no further Shares will be issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 245,531,983 Shares (representing 10% of the aggregate nominal amount of the issued share capital of the Company as at the Latest Practicable Date) during the period from the date of passingofOrdinaryResolutionNo.4setoutinthe AGM Notice up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever is the earliest.

(d) if, upon the exercise of the subscription rights represented by any warrant, the amount standing to the credit of the Subscription Rights Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such differenceas aforesaid to which the exercisingwarrantholder isentitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by law, share premium account) 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.

[...] [...] RMB12,660,380 (equivalent to approximately HK$15,698,871) for the year ended 31 December 2012; and RMB15,504,500 (equivalent to approximately HK$19,225,580) for theyear ended 31 December 2013.

(8) The time for which a person or vehicle may be detained for the purposes of such a search in such time asis reasonably required to permit a search to be carried out either at the place where the person or vehicle was first detained or nearby.

According to the Japan Foundation and Japanese EducationalExchanges and Service (JEES), the official government body of JLPT, the definition of N4 level Japanese language proficiency is a person who has completed a primary level Japanese course, amounting to 300 hours of Japanese language learning.

[...] [...] HK$1,000,000 (equivalent to100,000,000 Shares), representing 10% of the aggregate nominal amount of Shares in issue as at the date [...]

[...] [...] to US$200 (equivalent toHK$1,560) and approximatelyRMB170.08 million (equivalent toapproximately HK$175.18 [...]

[...] [...] withholding been madeor required to bemade and [...][...]

[...] [...] surplus moneys in the hands of the Company representing capital profits arising from moneys received or recovered in respect of or arising [...][...]

[...] [...] value ofapproximately HK$24,360,000 and 109,190,000 shares of the Company in issue as at 30 September2009 (equivalent to 1,091,900,000 [...][...]

[...] [...] General Mandates attheAGM,to extendthe Issue [...][...]

The Board’s composition satisfies the requirements of Rules 3.10(1), 3.10(2) and 3.10A of the Listing Rules, which stipulate that there should be at least three independent non-executive Directors representing at least one-third of the Board, and of whom at least one of the independent nonexecutive Directors must possess appropriate professional qualifications or accounting or related financial managing expertise.

[...] [...] Directors atthe relevant timehaving regard to the circumstances thenpertaining.

[...] [...] may determine,a sumequal to theaggregate amount of the premium on the shares to be allotted and shall apply the same together with the sum to be applied pursuant to sub-paragraph (e) above and on the basis therein set out in paying up infull the appropriatenumber ofunissued [...][...]

[...] [...] paragraph (1) of this Bye-law shall rank pari passu in all respects with shares of the same class (if any) then in issue saveonly asregards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously [...][...]

(v) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.

4.19 To enter into partnership or into any arrangements for sharing profits, union of interests, co-operation, joint venture, reciprocal concession,amalgamation orotherwise with any person or persons or company engaged or interested or about to become engaged or interested in the carrying on or conduct of any business or enterprise from which this Company would or might derive any benefit whether direct or indirect and to lend money, guarantee the contracts of or otherwise assist any such person or company and to take subscribe for or otherwise acquire shares and securities of any such company and to sell, hold, re-issue with or without guarantee or otherwise deal with the same.

A similar school rank of 1 means that the school's academic performance iscomparable tothe lowest performing 10 schools of the 100 similar schools, while a similar schools rank of 10 means that the school's academic performance is better than at least 90 of the 100 similar schools.

(e) The total expected cash flows attributable to the redeemable units over the life of the instrument are based substantially on the profit or loss, the change in the recognised net assets or the change in the fair value of the recognised and unrecognised net assets of the Sub-Fund over the life of the instrument.

[...] [...] initial net asset value of a share inthe correspondingAGIFSubfund share class and Shareholders [...][...]