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ADDENDUM
(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
financial 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 take-over 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.
