I

recognizes

that the CTC is soon

to

be

replaced by a new Securities and Futures Commission (SFC)

which will in future have, inter alia, the function of

supervising the Exchange Company and its Clearing House.

IT WAS RESOLVED THAT :

The Board undertakes to the CTC that it shall:

1.

amend,

withdraw or revoke in such

manner and in accordance with the

wishes of the CTC or its successor

SFC as the said CTC or SFC may from

time to time give to it in writing,

any of the rules of

of the Exchange

Company.

2.

amend,

withdraw OI revoke in such

manner and in accordance with the

wishes of the CTC or its successor

SPC as the said CTC of SFC may from

time to time give to it in writing,

any provisions of the rules of its

subsidiary Clearing House, HKCC,

Page 45Page 46

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