(G) Despite any other provisions of this paragraph 3, no adjustment to the Conversion Rate shall be made which has the effect or result of: (i) reducing the initial Conversion Rate upon the issue of the Convertible Preference Shares, except upon any consolidation of Common Shares or any corporate exercise with the effect of increasing the nominal value of the Common Shares as mentioned under sub-paragraph (A) above; or (ii) any Common Share, upon conversion, falling to be issued at a price below the nominal value of the Common Share.

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He has been serving as an independent non-executive director of another listed company, G.A. Holdings Limited (Stock Code: 08126) since June 2002, a company incorporated in the Cayman Islands whose securities are listed on GEM.

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Synventive, long known as the reliability and control leader in the industry, combines a competitive price with superior performance in the G24 controller.

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securities issued by the Company as permitted by Section 73A of the Ordinance (and no signature of any Director, officer or other person and no mechanical reproduction thereof shall be required on any such certificates or other document and any such certificates or other document to which such official seal is affixed shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction as aforesaid) and an official seal for use abroad under the provisions of the Companies Ordinance where and as the Board shall determine, and the Company may by writing under the seal appoint any agents or agent, committees or committee abroad to be the duly authorised agents of the Company for the purpose of affixing and using such official seal and they may impose such restrictions on the use thereof as may be thought fit.

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(g) A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first taken into consideration if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested.

(2) (a) The shares allotted pursuant to the provisions of paragraph (1) of this Article shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph (2) of this Article in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (1) of this Article shall rank for participation in such distribution, bonus or rights.

Clause 11 of the Bill proposes to add sections 67(2A) and 67(2B) to the effect that at the end of the trial of an election petition that relates to the inclusion of the name of a person in, or the exclusion of the name of a person from a precedence list, CFI must determine whether the name is to be included in the list, and at the end of the trial of an election petition that relates to the ranking of a person on a precedence list, CFI must determine whether the ranking of the person on the list is correct and, if not correct, what is the correct ranking.

To be fully operational, the unit would need (a) to be staffed as follows: one P-5, head of unit, funded from the programme budget of the United Nations, and five posts funded from voluntary contributions (one P-4, one P-3, one P-2 and two GS (Other level)); and (b) to have an operational budget for evaluation work.

According to Rule 17.42A(1) of the GEM Listing Rules, any controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding independent nonexecutive Directors) and the chief executive of the Company and their respective associates (as defined in the GEM Listing Rules) shall abstain from voting in favour of the resolution to approve the General Mandate and such resolution shall be voted on by way of a poll.