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External sources (not reviewed)

[...] [...] Company (includingprofits carriedand standing [...][...]

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 [...][...]

If the proposed transferis not completed within the validity period, you are required to submit a fresh application and pay the relevant fees.

164 The Board may from time to time and at any time, by power of attorney under the seal, appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

[...] [...] so purchased be transferred totheHA or its [...][...]

[...] [...] to, in wholeor in part, nor shall [...][...]

The return seawall is curved to provide a smooth shoreline, also for water quality reasons; this is in order to avoid sharp corners and to enhance tidal flows through the small embayed area that is created, so that pollutants and flotsam are not trapped, which would otherwise give rise to adverse water quality, odour and unsightliness.

means HEC’s Electricity-Related investments in land, buildings, plant, equipment, and capitalised refurbishment and improvement works and, subject to Section A of Schedule 2, includes assets in the course of construction, payments on account, goods in transit and capital stores.

(b) Any resolution declaring or resolving upon the payment of a dividend or other distribution on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable or made to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend or other distribution shall be payable or made to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares.

[...] [...] Company or any other place as the Board may decide accompanied by the certificate for the share(s) to be transferredand/or such other evidence as the Directors may reasonably require as proof of title; or (ii) in respect [...]

(d) To subscribe for, conditionally or unconditionally, to underwrite, issue on commission or otherwise, take, hold, deal in and convert stocks, shares and securities of all kinds and to enter into partnership or into any arrangement for sharing profits, reciprocal concessions or cooperation with any person or company and to promote and aid in promoting, to constitute, form or organise any company, syndicate or partnership of any kind, for the purpose of acquiring and undertaking any property and liabilities of the Company or of advancing, directly or indirectly, the objects of the Company or for any other purpose which the Company may think expedient.

[...] [...] the payment or transferof benefits [...]

means the account maintained by HEC through which the difference between the standard cost of fuels as agreed between the Government and HEC and the actual cost of fuels to HEC (“Fuel Cost Account Adjustment”) is captured and passed on to the consumers by way of rebates or charges.

The Directors may establish any local boards or agencies for managing any of the affairs of the Company, either in Hong Kong or elsewhere, and may appoint any persons to be members of such local boards, or any managers or agents for the Company, and may fix their remuneration, and may delegate (with or without power to sub-delegate as the Directors shall determine) to any local board, manager or agent any of the powers, authorities and discretionsvested in the Directors, and may authorise the members of any local boards, or any of them, to fill any vacancies therein, and to act notwithstanding vacancies, and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and the Directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

[...] [...] Cardmember andhis/her accounts with [...][...]

[...] [...] except the transferof the shares, [...]

[...] [...] Company (including profitscarried and [...][...]

[...] [...] shareholders aspart of such rights issues [...]

[...] guarantee overthetransferred asset is measured [...][...]

20 Notwithstanding anything contained in this Article, the Company shall as soon as practicable and on a regular basis record in the principal register alltransfers ofshares effected on any branch register and shall at all times maintain the principal register in such manner as to show at all times the members for the time being and the shares respectively held by them, in all respects in accordance with the Companies Law.

[...] [...] lease, mortgage, underlet, exchange, surrender, [...][...]

[...] [...] benefits to our customers, while generating [...][...]

3) Therightofreceivingcashflowgeneratedbythefinancia lassetsistransferred,and(a)substantially allrisksandrewardsoftheownershipofsuchfinancialas setshavebeentransferred,or(b)control over such financial assets has been [...][...]

[...] [...] Register all removals of Shares effected [...][...]

Under the Placing Agreement, the Company has undertaken to the Placing Agents that for a period of 90 days from the Completion Date, the Company will not, except for the Placing Shares and save pursuant to the terms of any employee share option scheme of the Company, (i) allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares or any interests in Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to any Shares or interest in Shares or (ii) agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transactions described in (i) above or (iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above, in each case, without first having obtained the written consent of the Placing Agents.

[...] [...] security interest in, any securities of the Companyor any entity whose assets solely or substantiallycomprise 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 ortransfer securities, or any interest in securities, of the Company, in each case whether or not for consideration and any agreements to do any [...][...]

[...] [...] but may not transfer or permit any [...]