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ADDENDUM
(b) a company with its parent company, subsidiaries, its fellow subsidiaries, any associated companies of the foregoing companies,
and any company whose associated companies include any of the foregoing companies, and any person who has provided
fnancial assistance (other than a bank in the ordinary course of business) to any of the aforementioned companies for the purchase
of voting rights. For this purpose, a company is an associated company of another company if the second company owns or
controls at least 20% but not more than 50% of the voting rights of the frst-mentioned company; and
(c) an individual, his close relatives, his related trusts, and any person who is accustomed to act according to the individual’s
instructions, and companies controlled by any of the aforementioned persons and entities, and any person who has provided
fnancial assistance (other than a bank in the ordinary course of business) to any of the above for the purposes of voting rights.
The circumstances under which Shareholders of the Company (including Directors of the Company) and persons acting in concert
with them respectively will incur an obligation to make a take-over offer under Rule 14 after a purchase or acquisition of Shares by the
Company are set out in Appendix 2 of the Take-over Code.
1.11.3 Effect of Rule 14 and Appendix 2 of the Take-over Code
In general terms, the effect of Rule 14 and Appendix 2 of the Take-over Code is that, unless exempted, Shareholders and persons acting
in concert with them will incur an obligation to make a takeover offer for the Company under Rule 14 if, as a result of the Company
purchasing or acquiring its Shares, the voting rights of such Shareholders and their concert parties would increase to 30% or more, or
if the voting rights of such Shareholders and their concert parties fall between 30% and 50% of the Company’s voting rights, the voting
rights of such Directors and their concert parties would increase by more than 1% in any period of six months.
Under Appendix 2 of the Take-over Code, a Shareholder not acting in concert with the Directors of the Company will not be required to
make a take-over offer under Rule 14 of the Take-over Code if, as a result of the Company purchasing or acquiring its Shares, the voting
rights of such Shareholder in the Company would increase to 30% or more, or, if such Shareholder holds between 30% and 50% of
the Company’s voting rights, the voting rights of such Shareholder would increase by more than 1% in any period of six months. Such
Shareholder need not abstain from voting in respect of the resolution authorising the Share Buy-back Mandate.
Shareholders will be subject to the provisions of Rule 14 if they acquire any Shares after Share Buy-backs by the Company.
Based on the information set out below, in the event that the Company undertakes Share Buy-backs of up to 10% of the issued share
capital of the Company as permitted by the Share Buy-back Mandate, none of the Directors or Substantial Shareholders are required to
make a mandatory take-over offer for the Company under Rule 14 of the Take-over Code.
The Directors are not aware of any potential Shareholders who may have to make a mandatory take-over offer to the other Shareholders
as a result of a purchase of Shares by the Company pursuant to the proposed Share Buy-back Mandate.
Shareholders are advised to consult their professional advisers and/or the Council and/or the relevant authorities at the earliest
opportunity as to whether an obligation to make a take-over offer would arise by reason of any share purchases or acquisitions by the
Company pursuant to the Share Buy-back Mandate.
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