CMB_1990 — Page 10

SCHEDULE

Memorandum of Association

The new paragraph (22) of Clause 3 adds a general object clause to the Memorandum which permits the Company to carry on other businesses which would be advantageous to the Company or would profitably utilise the Company's skills and assets.

Articles of Association

The quorum for a separate meeting of a class of shareholders to consider a variation of the rights of that class of shares provided in the existing Article 28 is one-fifth of the nominal amount of the issued shares of the class. The Stock Exchange now requires a quorum of at least one-third of the issued shares for such a meeting. The article is amended accordingly.

Article 33A is added to place a limit of four persons on the number of shareholders in a joint

account.

Articles 39 and 181 are deleted and Article 40 amended to comply with the Stock Exchange requirement that there is to be no prohibition on the giving of notice to members whose address is outside Hong Kong.

The existing provision in Article 53 permits amounts paid up in advance of calls on shares to accrue interest. However, it does not stipulate that the shareholder is not entitled to participate in respect thereof in dividends subsequently declared. As this is a requirement of the Stock Exchange, Article 53 is amended accordingly.

Article 63 is amended to clarify that the Company will not have a lien on fully-paid shares, in order to comply with the Stock Exchange Listing Rules.

Article 108 is modified to remove the restriction that a proxy must also be a shareholder. The Hong Kong Companies Ordinance stipulates that a proxy need not be a member of the Company.

Article 112A permits the Company to disenfranchise members who fail to supply information in compliance with the Securities (Disclosure of Interest) Ordinance. Such sanctions cannot be taken earlier, however, than 42 days after service of the relevant notice by the Company.

The Stock Exchange requires the amendments to Article 121(1) in relation to the ability of the Directors of the Company to vote on any contracts in which the Directors have a material interest.

Amendments to Articles 113, 124, 126, 127, 129 and 130 remove the requirement that a majority of the directors of the Company must be British subjects.

Amendments to Articles 2, 28, 84, 87, 129, 147, 168 and 193 bring the Articles into line with the requirements of the Companies Ordinance.

There are also various grammatical and consequential amendments.

Page 10Page 11