ARTICLES OF ASSOCIATION PUBLIC BANK (HONG KONG) LIMITED 大眾銀行 ( 香港 ) 有限公司

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1 ARTICLES OF ASSOCIATION OF PUBLIC BANK (HONG KONG) LIMITED 大眾銀行 ( 香港 ) 有限公司 (As adopted by Special Resolution passed on 23rd September 2014) Incorporated the 31st day of December 1934.

2 No 編號 [COPY] 副本 CERTIFICATE OF CHANGE OF NAME 公司更改名稱證書 I hereby certify that 本人謹此證明 ASIA COMMERCIAL BANK LIMITED ( 亞洲商業銀行有限公司 ) having by special resolution changed its name, is now incorporated under 經通過特別決議, 己將其名稱更改, 該公司的註冊名 the name of 稱現為 PUBLIC BANK (HONG KONG) LIMITED 大眾銀行 ( 香港 ) 有限公司 Issued by the undersigned on 30 June 本證書於二 0 0 六年六月三十日簽發 (Sd.) Miss Nancy O. S. YAU for Registrar of Companies Hong Kong 香港公司註册處處長 ( 公司註冊主任邱愛琛代行 )

3 No 編號 [COPY] 副本 CERTIFICATE OF INCORPORATION 公司更改名稱 ON CHANGE OF NAME 註冊證書 I hereby certify that 本人茲證明 THE COMMERCIAL BANK OF HONG KONG LIMITED ( 香港商業銀行有限公司 ) having by special resolution changed its name, is now incorporated under the name of 經通過特別決議案, 已將其名稱更改, 該公司現在之註冊名稱爲 ASIA COMMERCIAL BANK LIMITED ( 亞洲商業銀行有限公司 ) Given under my hand this Eleventh day of May 簽署於一九九五年五月十一日 One Thousand Nine Hundred and Ninety Five. (Sd.)MISS H. CHANG for Registrar of Companies Hong Kong 香港公司註冊處處長 ( 公司註冊主任張巧雯代行 )

4 [COPY] CERTIFICATE OF INCORPORATION ON CHANGE OF NAME Whereas Hong Kong and Swatow Commercial Bank Limited ( 香港汕頭商業銀行有限公司 )was incorporated as a limited company under the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) on the Thirty-first day of December, 1934; And whereas by special resolution of the Company and with the approval of His Excellency the Governor now given by me on his behalf under delegated powers, it has changed its name; Now therefore I hereby certify that the Company is a limited company incorporated under the name of THE COMMERCIAL BANK OF HONG KONG LIMITED ( 香港商業銀行有限公司 ); Given under my hand at Victoria in the Colony of Hong Kong this Thirtieth day of November One Thousand Nine Hundred and Sixty-five. (Sd.) W. K. Thomson Registrar of Companies, Hong Kong

5 [COPY] Certificate of Incorporation OF Hong Kong and Swatow Commercial Bank Limited I hereby certify that Hong Kong and Swatow Commercial Bank Limited is this day incorporated under the Hong Kong Companies Ordinance, 1932, and that this company is limited. Given under my hand and seal of office this Thirty-first day of December One Thousand Nine Hundred and Thirty Four. Registrar of Companies, Hong Kong.

6 THE COMPANIES ORDINANCE (CHAPTER 622) Company Limited by Shares ARTICLES OF ASSOCIATION OF PUBLIC BANK (HONG KONG) LIMITED 大眾銀行 ( 香港 ) 有限公司 (As adopted by Special Resolution passed on 23rd September 2014) Interpretation 1. (a) The headings and marginal notes shall not affect the construction hereof. In these Articles unless inconsistent with the subject or context, the words and expression shall have the meanings as set out below:- Interpretation Annual General Meeting means any annual meeting of members of the Company. Articles means these Articles of Association, as adopted, or as from time to time altered in accordance with the Statutes. Auditors mean the auditors for the time being of the Company. Board means the board of Directors. Chairman means the chairman of the Board. Companies Ordinance means the Companies Ordinance, Chapter 622 of the Laws of Hong Kong, and any amendments thereto or re-enactment thereof and any subsidiary legislations thereto for the time being in force. Company means PUBLIC BANK (HONG KONG) LIMITED ( 大眾銀行 ( 香港 ) 有限公司 ). Directors mean the directors for the time being of the Company. General Meeting means any meeting of the members of the Company. Hong Kong means the Hong Kong Special Administrative Region of the People s Republic of China. Hong Kong dollars mean the dollars in the lawful currency of Hong Kong. in writing and "written" include printing, lithography, and other modes of representing or reproducing words in a visable form. 1

7 Managing Director means the managing director of the Company appointed in accordance with these Articles. members mean the registered holders of shares in the capital of the Company from time to time. month means a calendar month. Office means the registered office for the time being of the Company. Ordinary Resolution shall have the meaning given to it under section 563 of the Companies Ordinance. Register means the register of members of the Company. reporting documents shall have the meaning given to it under section 357(2) of the Companies Ordinance. Seal means the common seal of the Company. Secretary means the company secretary of the Company. Special Resolution shall have the meaning given to it under section 564 of the Companies Ordinance. Statutes means the Companies Ordinance and the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) and any amendments thereto or re-enactment thereof and any subsidiary legislations thereto for the time being in force and every other ordinance for the time being in force concerning companies and affecting the Company. summary financial report shall have the meaning given to it under section 357(1) of the Companies Ordinance. (b) Words importing the singular number only include the plural number and vice versa. (c) Words importing the masculine gender only include the feminine gender. (d) Words importing persons include corporations. (e) A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision in these Articles. (f) References to any Articles by number are to the particular Article of these Articles. Words defined in the Companies Ordinance 2. Subject to the preceding Article, any words defined in the Companies Ordinance shall if not inconsistent with the subject or context bear the same meaning in these Articles. Model Articles Model Articles not to apply 3. The provisions contained in Schedule 1 to the Companies (Model Articles) Notice (Chapter 622H of the Laws of Hong Kong) shall not apply to the Company. 2

8 Company Name 4. The name of the Company is PUBLIC BANK (HONG KONG) LIMITED ( 大眾銀行 ( 香港 ) 有限公司 ). Company name Liability of Members 5. The liability of the members is limited. Members liability 6. The liability of the members is limited to any amount unpaid on the shares held by the members. Registered Office 7. The registered office of the Company shall be at such place in Hong Kong as the Board may determine from time to time. Registered office Business 8. Any branch or other business which the Company is authorised to undertake may be undertaken by the Directors and carried on or discontinued at any time or times as the Directors shall think fit. Branch businesses Share Capital 9. Subject to the provisions of these Articles, any shares in the capital of the Company shall be under the control of the Directors who may issue the same to such person or persons on such terms and conditions and with such rights and privileges annexed thereto and at such times as the Directors may think fit. Without prejudice to any special rights previously conferred on the holders of the existing shares, any share may be issued with such preferential deferred, qualified or other special rights, privileges or conditions, whether in regard to dividends, voting, distribution of assets or otherwise, as the Company may from time to time by Ordinary Resolution determine. Any share may, with the sanction of an Ordinary Resolution, be issued on the terms that it is to be redeemed or liable to be redeemed, at the option of the Company or the holders of the shares. 10. As regards all allotments of shares from time to time made, the Directors shall duly comply with the provisions of the Statutes. 11. Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a Court of competent jurisdiction or as by the Statutes required, be bound to recognise any trust or any equitable or other claims to or interest in such share on the part of any other person. Issue of shares Return of Allotments Trusts not recognised Shares Certificates 12. The certificates of title to shares shall be issued under the Seal of the Company and signed by two Directors or one Director and the Secretary. 13. Every member shall be entitled to one certificate for all the shares registered in his name or to several certificates each for one or more of such shares. Every certificate of shares shall specify the number of the shares in respect of which it is issued and the amount paid up thereon, and, where the share capital of the Company is divided into different classes of shares, shall contain such words and/or statement as are required by the Statutes. Certificates Members right to certificates 3

9 As to issue of new certificate in place of one defaced, lost, or destroyed 14. If any certificate is worn out or defaced, then upon production thereof to the Directors, they may order the same to be cancelled and may issue a new certificate in lieu thereof; and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the Directors and on such conditions and indemnity as the Directors deem adequate, they may issue a new certificate in lieu thereof shall be given to the person entitled to such lost or destroyed certificate. Fees 15. Every member shall be entitled to one certificate without payment, but for every subsequent certificate issued to him the sum of $5 or such smaller sum if any as the Directors may determine shall be paid to the Company for every certificate issued. Calls on Shares Shares may be issued subject to different conditions as to calls etc. Instalments on shares to be duly paid 16. The Company may make arrangements on the issue of shares for a difference between the holders of such shares in the amount of calls to be paid and the time of payment of such calls. 17. If by the conditions of allotment of any share the whole or part of the amount thereof shall be payable by instalments every such instalment shall when due be paid to the Company by the holder of the share. Calls 18. (a) The Directors may from time to time make such calls as they think fit upon the members in respect of all moneys unpaid on the shares held by them respectively and not by the conditions as to allotment thereof made payable at fixed times and each member shall pay the amount of every call so made on him to the person and at the time and place appointed by the Directors. A call may be made payable by instalments. (b) Joint holders of a share shall be jointly and severally liable for all calls and instalments payable thereon. Instalment similar to call When call deemed to have been made 19. If by the terms of the issue of any shares or otherwise any amount is made payable at any fixed time or by instalments at any fixed times such amount or instalments shall be payable as if it were a call duly made by the Directors and of which due notice had been given; and all provisions hereof with respect to the payment of calls and interest thereon or to the forfeiture of shares for non-payment of calls shall apply to such amount or instalments and the shares in respect of which they are payable. 20. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. Notice of call 21. A fourteen days notice of any call shall be given specifying the time and place of payment and to whom such call shall be paid. When interest on call, or instalment payable 22. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for payment thereof, the holder for the time being of the share in respect of which the call shall have been made, or the instalment shall be due, shall pay interest for the same at the rate of 10 per cent per annum from the day appointed for the payment thereof to the time of the actual payment or at such other rate as the Directors may determine but the Directors may, if they think fit, remit the payment of such interest, or any part thereof. 4

10 23. At the trial or hearing of any action or other proceedings for the recovery of any money due for call, it shall be sufficient to prove that the name of the members sued is entered in the Register as the holder or one of the holders of the shares in respect of which such call was made, that the resolution making such call is duly recorded in the minute book of the Directors and that notice of such call was duly given to the member sued according to the provisions of these Articles. It shall not be necessary to prove the appointment of the Directors who made such call nor any other matter whatsoever but the proof of the matters aforesaid shall be conclusive evidence of a debt due from the member sued to the Company. 24. The Directors may, if they think fit, receive from any member willing to advance the same and either in money or money's worth all or any part of the capital due upon the shares held by him beyond the sums actually called for and upon the amount so paid or satisfied in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made the Company may pay interest at such rate as the member paying such sum in advance and the Directors agree upon. Evidence in action for call Payment of calls in advance Transfer and Transmission of Shares 25. Subject to the provisions of these Articles hereinafter mentioned, any member may transfer all or any of his shares by instrument in writing in the usual common form, or in such other form as the Directors may from time to time approve. Every transfer must be in respect of only one class of shares. 26. The instrument of transfer of any share shall be signed by both the transferor and the transferee, and the transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof. 27. The Directors may decline to register the transfer of a share (not being a fully paid share) to a person of whom they shall not approve, and they may also decline to register the transfer of a share on which the Company has a lien or has not been duly stamped (if required under the applicable law). 28. If the Directors refuse to register a transfer of any share, they shall, within two months after the date on which the transfer was lodged with the Company, send to the transferor and the transferee notice of the refusal. Upon request by the transferor or transferee, the Directors shall, within 28 days after receiving the request, send to the transferor or transferee (as the case may be) a statement of the reasons of refusal. 29. Every instrument of transfer shall be left at the Office or such other place as the Directors may determine, accompanied by the certificate of the shares to be transferred, and such evidence as the Directors may require to prove the title of the transferor or his right to transfer the shares, and be permanently deposited in the custody of the Company. 30. A fee of such amount as the Directors may reasonably determine from time to time may be charged for each transfer, and shall, if required by the Directors, be paid before the registration thereof. 31. A fee of such amount as the Directors may reasonably determine from time to time may be charged for the registration of any probate, letters of administration, certificate of death or marriage, power of attorney, or other document relating to or affecting the title to any shares which in the opinion of the Directors requires registration and such fee shall if required by the Directors be paid before the registration thereof. 32. The Register may be closed at such times and for such periods as the Directors may from time to time direct, provided that the Register shall not be closed for more than thirty days in any one year. 33. Any transfer made while the Register is so closed shall, as between the Company and the person claiming under the transfer (but not otherwise), be considered as made immediately after the re-opening of the Register. Transfer of shares Signatures on transfer Refusal to Register Notice of refusal Proof of the title Fee for transfer Registration fees Closure of register Transfers made during closed periods 5

11 Executors, etc., of members Guardians committees, etc. Rights of person entitled on death or bankruptcy 34. The executors or administrators of a deceased member (or other the representatives according to the law of the nationality of the deceased) shall be the only persons recognised by the Company as having any title to the shares registered in the name of any such member (not being one of several joint holders), and in the case of the death of any one or more joint holders of any registered shares the survivors or survivor shall be the only persons recognised by the Company as having any title to or interest in such shares but nothing contained in this Article shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with any other person. 35. Any guardian of an infant member, and any committee of a lunatic member, and any person becoming entitled to shares in consequence of the death, bankruptcy or liquidation of any member, upon producing such evidence that he sustains the character in respect of which he purports to act under this clause or his title and that he is entitled so to act, as the Directors think sufficient, may, subject to the provisions of these Articles regarding the transfer of shares, transfer such shares to himself or any other person. 36. A person entitled to a share by transmission shall be entitled to receive, and may give a discharge for, any dividends or other moneys payable in respect of the share, but he shall not be entitled in respect of it to receive notices of, or to attend or vote at meetings of the Company, or save as aforesaid, to exercise any of the rights or privileges of a member, unless and until he shall become a member in respect of the share. Forfeiture of Shares Directors may require payment of call with interest and expenses Notice requiring payment to contain certain particulars On noncompliance with notice shares forfeited on resolution of Directors Consequences of forfeiture Shares forfeited belong to Company 37. If any member fails to pay the whole or any part of any call or instalment on or before the day appointed for the payment thereof, the Directors may at any time thereafter during such time as the call or any part thereof remains unpaid serve a notice on him requiring him to pay such call or instalment or such part thereof as remains unpaid together with interest at 10 per cent, per annum and any expenses that may have accrued by reason of such non-payment. 38. The notice shall name a further day on or before which such call or such part as aforesaid and all interest and expenses that have accrued by such non-payment are to be paid. It shall also name the place where payment is to be made and shall state that in the event of non-payment at or before the time and at the place appointed the shares in respect of which such call was made will be liable to be forfeited. 39. If the requisitions of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter before payment of all calls or instalments, interest and expenses due in respect thereof has been made be forfeited by a resolution of the Directors to that effect. A forfeiture of shares shall include all dividends in respect of the shares not actually paid before the forfeiture, notwithstanding that they shall have been declared. 40. The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the member whose share is forfeited and the Company, except only such of those rights and liabilities as are by these Articles expressly saved, or as are by the Statutes given or imposed in the case of past members. 41. Every share which shall be forfeited shall thereupon become the property of the Company and may be either sold or re-allotted or otherwise disposed of either to the person who was before forfeiture the holder thereof or entitled thereto or sold or re-allotted or otherwise disposed of as the Directors shall think fit. 6

12 42. Notwithstanding any such forfeiture as aforesaid, the Directors may at any time before the forfeited shares have been otherwise disposed of permit the shares so forfeited to be redeemed upon such terms as they think fit and if the shares shall have been forfeited under the provisions of these Articles upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the shares and upon such further terms (if any) as they shall see fit. 43. A member whose shares have been forfeited shall notwithstanding such forfeiture be liable to pay to the Company all calls made and all instalments due and not paid on such shares at the time of forfeiture and interest thereon to the date of payment in the same manner in all respects as if the shares had not been forfeited and to satisfy all (if any) the claims and demands which the Company might have enforced in respect of the share at the time of forfeiture without any deduction or allowance for the value of the shares at the time of forfeiture. 44. When any share has been forfeited in accordance with these Articles, notice of the forfeiture shall forthwith be given to the holder of the share or the person entitled to the share by transmission as the case may be and an entry of such notice having been given and of the forfeiture with the date thereof shall forthwith be made in the Register opposite to the share; but the provisions of this Article are directory only and no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make such entry as aforesaid. 45. A statutory declaration in writing that the declarant is a Director or the Secretary of the Company and that a share has been duly forfeited in pursuance of these Articles and stating the time when it was forfeited shall as against all persons claiming to be entitled to the share adversely to the forfeiture thereof be conclusive evidence of the facts therein stated and such declaration together with a certificate of proprietorship of the share under the seal delivered to a purchaser or allottee thereof shall constitute a good title to the share and the new holder thereof shall be discharged from all calls made prior to such purchase or allotment and shall not be bound to see to the application of the purchase money nor shall his title to the share be affected by any act omission or irregularity relating to or connected with the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share. 46. In event of a forfeiture of shares the member shall be bound to deliver and shall forthwith deliver to the Company the certificate or certificates held by him for the shares so forfeited. Directors may allow forfeited shares to be redeemed Holders of forfeited shares liable for calls made before forfeiture Notice of forfeiture to be given Title to forfeited shares Certificate of forfeited shares to be delivered to the Company Lien 47. The Company shall have a first and paramount lien upon all the shares registered in the name of each member whether solely or jointly with others for all calls upon such shares and also for all debts obligations engagements and liabilities whether liquidated or not of such member solely or jointly with any other person to or with the Company whether the period for the payment, fulfilment or discharge thereof shall have actually arrived or not, and such lien shall extend to all dividends from time to time declared on such shares and shall have priority over all debts obligations engagements and liabilities of such member to or with any other person, notwithstanding that any such last mentioned debt obligation management or liability was incurred or undertaken prior in date to any debt obligation management or liability to the Company in respect of which they may claim to exercise the lien conferred on them by this Article, and notwithstanding that the Company had full notice thereof. Company to have a paramount lien 7

13 Notice to pay amount due Application of sale proceeds 48. The Directors may serve upon any member who is indebted or under any obligation or liability (whether liquidated or not) to the Company a notice requiring him to pay the amount due to the Company or satisfy the said obligation engagement or liability and stating that if payment is not made or the said obligation or liability is not satisfied within the time (not being less than fourteen days) specified in such notice the shares held by such member will be liable to be sold and if such member shall not comply with such notice within the time aforesaid the Directors may sell such shares without further notice in such manner as they think fit. 49. Upon any sale being made by the Directors of any shares to satisfy the lien of the Company thereon the proceeds shall be applied first in the payment of all costs of such sale next in satisfaction of the debt obligation engagement or liability of the member to the Company and the residue (if any) shall be paid to the said member or as he shall direct. Evidence 50. An entry in the minute book of the Company that any shares have been sold to satisfy a lien of the Company shall be sufficient evidence as against all persons entitled to such share that the said share was properly sold and such entry and the receipt of the Company for the price of such shares shall constitute a good title to such share and the name of the purchaser shall be entered in the Register as a member of the Company and he shall be entitled to a certificate of title to the share and thereupon he shall be deemed the holder of such share discharged from all calls due prior to such purchase and shall not be bound to see to the application of the purchase money. The remedy of the former holder of such share or of any person claiming under or through him shall be against the Company and in damages only. Surrender of Shares Terms of surrender 51. The Directors may so far as the applicable law permits accept from any member a surrender of his shares or any part thereof as a compromise of any dispute or in lieu of forfeiture on such terms as may be agreed upon between such member and the Company. Alterations of Capital Company may alter its capital 52. (i) The Company may by Ordinary Resolution alter its capital in any one or more ways set out in section 170 of the Companies Ordinance. (ii) The Company may by Special Resolution reduce its capital in accordance with Division 3 of Part 5 of the Companies Ordinance. Purchase of own shares 53. Subject to the provision of the Statutes, the Company may purchase or otherwise acquire its own shares (including any redeemable shares) upon such terms and subject to such conditions as the Directors may think fit. 8

14 Modification of Rights 54. Whenever the capital is divided into different classes of shares the rights and privileges attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of three-fourths of the total voting rights of the holders of shares in that class or with the sanction of a Special Resolution passed at a separate meeting of the holders of the shares in that class. To every such separate meeting, the provisions of these Articles relating to General Meetings shall mutatis mutandis apply except that the quorum of such meeting shall be a person or persons holding or representing by proxy one-half of the issued shares of the class (but so that if at any adjourned meeting of such holders, a quorum as above defined is not present any holder or holders of shares in that class present in person or by proxy shall be a quorum, whatever the number of shares held by them), and that every holder of shares in that class present in person or by proxy shall, on a poll, have one vote in respect of every share of the class held by him and shall be entitled to demand a poll. Rights of member may be modified General Meetings 55. (i) The Company shall hold an Annual General Meeting in each financial year in accordance with the requirements of the Statutes. All General Meetings shall, subject to the Statutes and these Articles, be held at such time and place as the Directors may from time to time determine. General Meetings (ii) A General Meeting may be held in Hong Kong or such other place or places using any technology which enables the members who are not at the same place to listen, speak and vote at the meeting. 56. The Directors may, whenever they think fit, call a General Meeting. The Directors shall also call a General Meeting upon a requisition in writing from the members of the Company made in accordance with the Statutes. 57. If the Directors do not call a General Meeting upon a requisition from the members in accordance with the Statutes, the requisitionists or any of them representing more than one-half of the total voting rights of all of them, may themselves call a General Meeting, but any meeting so convened shall not be held after the expiration of three months from the date on which the Directors are required to call a meeting. How General Meeting may be called If Directors neglect to call meeting requisitionists may call it Notice of General Meetings 58. (i) In the case of an Annual General Meeting, a twenty-one days notice at the least, and in the case of any other General Meeting, a fourteen days notice at the least, shall be given to all the members and the Directors of the Company and to the Auditors for the time being of the Company. Notice to be given (ii) The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the date and the hour of the meeting and the general nature of the business to be dealt with at the meeting and such notice shall be given in the manner hereinafter mentioned. If the meeting is to be held in two or more places, the notice of meeting shall specify the principal place of the meeting and the other place or places of the meeting. Every notice of an Annual General Meeting shall specify the meeting as such. (iii) A General Meeting shall, notwithstanding that it is called by shorter notice than that specified in the paragraph above, be deemed to have been duly called if it is so agreed by such number of members entitled to attend and vote thereat as prescribed by the Statutes. 9

15 Circulation of members resolutions and statements Effect of omission 59. The Company shall comply with the provisions of the Statutes in relation to giving notice of resolution and circulating statements on the requisitions of members. 60. The accidental omission to give any such notice to or the non-receipt of any such notice by any person entitled to receive the notice shall not invalidate any resolution passed at such meeting. Proceedings at General Meetings Quorum at General Meetings If quorum not present what shall be done Chairman to preside at General Meetings How meeting may be adjourned 61. No business shall be transacted at any General Meeting (except the appointment of the chairman of the meeting and the adjournment of the meeting) unless a quorum is present at the time when the meeting proceeds to business. The quorum shall consist of not less than two members present in person or by proxy. 62. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened by or upon the requisition of members, shall be dissolved. If otherwise convened, the meeting shall stand adjourned to the same day in the next week (or if that day be a public holiday or a day on which a black rainstorm warning, or a gale warning, is in force, then to the next business day following such public holiday or a day on which a black rainstorm warning, or a gale warning, is in force) at the same time and place or to such other day and at such other time and place as the Directors may determine and no notice of such adjournment need be given. If at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for the meeting, any one member present shall be deemed to be a quorum and may do all business which a full quorum might have done. 63. The Chairman shall preside as chairman at every General Meeting but if there is no Chairman or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or if he is unwilling to act as chairman of the meeting, the members present and entitled to vote shall choose a Director or if no Director is present or if all the Directors present decline to take the chair, they shall choose one of them to be chairman of the meeting. 64. The chairman of the meeting may at any time adjourn the meeting to another time and/or place if he considers that it would facilitate the conduct of the business of the meeting but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. How questions decided 65. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by:- (i) (ii) (iii) the chairman of the meeting; or at least five members present in person or by proxy entitled to vote; or a member or members representing five per cent of the total voting rights of all the members having the right to vote, 10

16 Provided that if the chairman of the meeting, before or on the declaration of the result of a show of hands, knows from the proxies received by the Company that the result on a show of hands will be different from that on a poll, the chairman shall demand a poll. 66. Unless a poll is demanded in accordance with the preceding Article, a declaration by the chairman of the meeting that a resolution has, on a show of hands, been carried or lost or has or has not been carried by any particular majority, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion or validity of the votes recorded in favour of, or against, that resolution. 67. If a poll be demanded in manner aforesaid, it shall be taken at such time and place and in such manner as the chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 68. No poll shall be demanded on any question of adjournment or election of the chairman of the meeting. 69. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. 70. The demand for a poll may be withdrawn with the consent of the chairman of the meeting and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. Recording of resolutions Poll to be taken as chairman shall direct No poll in certain cases Business to be continued if poll demand Withdrawal of a poll Votes of Members 71. (a) Votes may be given by members present in person or by proxy or representative and on a show of hands every member shall have one vote only. If a member appoints more than one proxy, the proxies so appointed are not entitled to vote on the resolution on a show of hands. In case of a poll every member shall have one vote for every share held by him. Members to have one vote or one vote for every share (b) A person entitled to cast more than one vote need not use all his votes or cast all the votes he uses in the same way. 72. Any person entitled under Article 35 to transfer any shares may vote at any General Meeting in present thereof in the same manner as if he were the registered holder of such shares, provided that at least forty-eight hours before the time of holding the meeting at which he proposes to vote he has satisfied the Directors of his right to transfer such shares and the Directors have prior to such meeting consented to allow him to vote thereat in respect of such shares. Any member who shall have become bankrupt shall not while his bankruptcy continues be entitled to exercise the rights of a member to attend vote or act at any meeting of the Company. Vote of persons entitled by transmission 11

17 Votes of lunatic and other members Votes of joint holders of shares Corporate representative Votes by attorney 73. A member of unsound mind, or who is a patient for the purposes of any legislation relating to mental health, or in respect of whom an order has been made by any court (whether in Hong Kong or elsewhere) having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll by his committee, receiver, curator bonis, or other person in the like nature appointed by such court, who may themselves vote on a poll by proxy, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been provided to the Directors at least forty-eight hours before the time of holding the meeting at which such person claims to vote. 74. If two or more persons are jointly entitled to a share then, in voting on any question the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of other registered holders of the share and for this purpose seniority shall be determined by the order in which the names stand in the Register. 75. Any corporation which is a member of the Company may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company, or at any meeting of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company, and references in these Articles to a member present in person at a meeting shall, unless the context otherwise requires, include a corporation which is a member represented at the meeting by such duly authorised representative. 76. (a) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal (if any) or under the hand of an officer or attorney duly authorised. (b) A proxy need not be a member of the Company. (c) A member may appoint separate proxies to represent him of shares held by him as specified in the instrument appointing the proxies. Proxies to be deposited at office Expiration of proxies 77. The instrument appointing a proxy and, if required by the Company, the power of attorney or other authority (if any) under which it is signed shall be deposited at the Office or such other place as specified for that purpose in the notice convening the meeting, or delivered electronically to the Company in the manner specified by the Company (if applicable), not less than forty eight hours before the time for holding the meeting at which the person or persons named in such instrument propose to vote, and in default the proxy shall not be treated as valid. 78. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve months from such date. Form of proxy 79. The instrument of proxy shall be in the following form, or in any other form of which the Directors may approve and need not be witnessed:- 12

18 PUBLIC BANK (HONG KONG) LIMITED 大眾銀行 ( 香港 ) 有限公司 I, of, being a member of Public Bank (Hong Kong Limited ( 大眾銀行 ( 香港 ) 有限公司 ) hereby appoint of, or failing him of as my proxy to vote for me and on my behalf at the General Meeting(s) of the Company to be held on the day of and at any adjournment thereof. Dated this day of 20 Signature of the member. 80. A vote given or poll demanded by proxy or by the duly authorised representative of a corporation in accordance with the terms of an instrument of proxy or power of attorney shall be valid notwithstanding the previous death or insanity of the principal, or by the previous termination or otherwise revocation of the appointment of the proxy or of the authority under which the appointment was made, provided that no notice in writing of such death, insanity or revocation shall have been received by the Company at the Office before the commencement of the meeting. 81. Save as herein expressly provided, no person other than a member duly registered and who shall have paid everything for the time being due from him and payable to the Company in respect of his shares shall be entitled to be present or to vote on any resolution either personally or by proxy, or to be reckoned in a quorum, at any General Meeting. 82. (a) Subject to and to the extent permitted by the Statutes, a resolution in writing signed or approved in writing by (i) all the members for the time being entitled to receive notice of and to attend and vote at General Meetings, or (ii) all the holders of a class of shares for the time being entitled to receive notice of and to attend and vote at meetings of the holders of such class of shares, shall be as valid and effective as if the same were passed at a General Meeting or at a meeting of the holders of the relevant class of shares duly convened and held. When vote by proxy valid though authority revoked Entitlement to be present and vote Resolutions in writing (b) Any such resolution may be contained in one document or separate copies prepared and/or circulated for the purpose and signed by one or more of the members or their authorised signatories, and in the case of a corporate body which is a member, such signature shall be sufficient if made by a person purporting to be director or authorised signatory of such member. (c) Without prejudice to the provisions of the preceding paragraphs, a member may sign or otherwise signify his or its agreement to resolution in writing of the members. A member signifies agreement to a written resolution of the members when the Company receives from that member a document or notification in hard copy form or in electronic form as authenticated by that member in a manner previously agreed between that member and the Company:- (i) identifying the resolution to which it relates; and (ii) indicating that member s agreement to the resolution, provided that a member s agreement to a written resolution, once signified, may not be revoked. 13

19 (d) Notwithstanding any contrary provisions contained in these Articles and subject to the Statutes:- (i) any signature of a member to any resolution in writing may be made electronically, and any such resolution bearing the electronic signature of any member shall be as valid and effectual as if it were bearing the handwritten signature of the relevant member; and (ii) any signification of agreement to resolution in writing by a member authenticated as aforesaid shall be as valid and effectual as if the resolution had been signed by such member, and a certificate by a Director of such signification and authentication shall be sufficient evidence without further proof thereof. (e) If a resolution is required by to be passed as an Ordinary resolution or a Special resolution pursuant to these Articles, the resolution may be passed as a written resolution in accordance with preceding paragraphs. (f) A written resolution is passed when all eligible members have signified their agreement to it. Directors Number of Directors Qualification of Directors; rights at meetings Appointment of alternate Director 83. Unless otherwise determined in a General Meeting, the number of Directors shall be not less than six and there shall be no maximum number of Directors. 84. A Director shall not be required to hold any share of the Company by way of qualification. A Director who is not a member of the Company shall nevertheless be entitled to attend and speak at General Meetings or meetings of the holders of any class of shares. 85. Subject to the requirements under the Statutes, any Director may at any time and from time to time appoint any person to be his alternate Director and may at any time remove from office the alternate Director so appointed by him and appoint another in his place. An alternate Director shall not be entitled to receive any remuneration from the Company but shall otherwise be subject to the provisions of these Articles with regard to Directors. An alternate Director shall subject to his giving to the Company an address within Hong Kong at which notice may be served upon him be entitled to receive notices of all meetings of the Directors and to attend and vote as a Director at any meeting at which the Director by whom he was appointed is not personally present and generally in the absence of such appointor to perform all the functions of his appointor as Director. A Director who is also an alternate Director shall be entitled in addition to his own vote to a separate vote on behalf of the Director appointing him. An alternate Director may be removed from office by a resolution of the Board, and shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director. Without prejudice to any liability which an alternate Director may have to his appointer under the Statutes or otherwise, every person acting as an alternate Director shall be an officer of the Company, and shall alone be responsible to the Company for his own acts and defaults, and he shall not be deemed to be the agent of or for the Director appointing him. All appointments and removals of alternate Directors shall be effected by notice in writing signed by the Director making or revoking such appointment sent to or left at the Office. 14

20 86. (a) The Directors shall receive such remuneration for their services for each year as the members shall from time to time in a General Meeting determine and the members in a General Meeting may decide in what shares or proportions such remuneration shall be divided or allotted among the Directors and such remuneration may be either by a fixed sum or a percentage of profits or otherwise as may be determined by the members in a General Meeting. In the event of a Director retiring or for any other cause vacating his office before the end of any year his remuneration shall be deemed to have accrued up to the date when his office as a Director shall have been vacated. If any of the Directors shall be called upon to perform extra services the members in General Meeting may remunerate such Director or Directors so doing either by a fixed sum or a percentage of profits or otherwise as may be determined by them and such remuneration may be either in addition to or in substitution for the share of such Director or Directors in the remuneration provided for the Directors. The Directors shall also be entitled to be repaid all travelling, hotel and other expenses reasonably incurred by them respectively in or with a view to the performance of their duties as Directors or in attending General Meetings or meetings of the Board or committees of the Board. (b) Notwithstanding the foregoing paragraph, the Directors may agree to pay to any Managing Director, any member of the Executive Committee or to any Director holding any other office in the management of the business of the Company a special remuneration by way of salary, commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits and allowances as the Directors may from time to time decide. Such remuneration shall be in addition to his remuneration as a Director. Remuneration and Directors expenses Special remuneration Powers of Directors 87. The business of the Company shall be managed by the Directors who may exercise all such powers and do on behalf of the Company all such acts and things as may be exercised or done by the Company and are not hereby or by the Statutes expressly directed or required to be exercised or done by the Company in General Meeting, subject nevertheless to the provisions of these Articles and the Statutes and such regulations (not being inconsistent with the provisions of the Statutes or these Articles) as may from time to time be made by the Company in General Meeting but no regulation shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article. 88. The continuing Directors at any time may act notwithstanding any vacancy in the Board, provided always that in case the Directors shall at any time be reduced in number to less than the minimum number prescribed by or in accordance with these Articles, it shall be lawful for the continuing Directors to act for the purpose of filling up vacancies in the Board, or of summoning a General Meeting of the Company but not for other purposes. 89. Subject to the Statutes, a Director may hold any other office under the Company in conjunction with his office of Director (except the office of Auditors) and a Director may be or become a Director of any company promoted by this Company or in which it may be interested and no such Director shall be accountable for any remuneration or other benefits received by him as a Director or officer of such company. 90. A Director may resign from his office by giving at least one month s notice in writing to the Company of his intention so to do and such resignation shall take effect upon expiration of such notice or its earlier acceptance by the Board. General powers of Company vested in Directors Directors may act notwithstanding vacancies Directors may hold other office Directors may resign on giving one month s notice 15