NOTICE IS HEREBY GIVEN that the Eighty-fourth Annual General Meeting of the members of the Bank will be held in the Ballr oom, The Ritz-Carlton, 3 Connaught Road Central, Hong Kong on Tuesday, 25th March, 2003 at 11: for the following purpos: 1To receive and consider the Profit and Loss Account and Balance Sheets for the year ended 31st December, 2002 together with the Reports of the Directors and of the Auditors;
2To declare a final dividend;
3To elect Directors;
4To appoint Auditors;
As special business, to consider and, if thought fit, pass with or without amendments, the following r esolutions:
Ordinary Resolutions
5“THA T
(a)a general mandate be and is hereby unconditionally given to the Directors to exerci during the Relevant Period all the
powers of the Bank to allot, issue and dispo of additional shares of the Bank and to make or grant offers, agreements, options or warrants which would or might require the exerci of such powers either during or after the Relevant Period, not exceeding 20% of the aggregate nominal value of the share capital of the Bank in issue as at the date of this Resolution as incread by the scrip dividend issue approved pursuant to item 2 of the Notice of this Meeting; otherwi than any shar es which may be issued pursuant to the following events:
(i) a rights issue;
(ii)the exerci of the rights of conversion attached to the Convertible Bonds due 2003 issued by the Bank;
餐巾纸英文(iii)any option scheme or similar arrangement for the time being adopted for the grant or issue to the employees of the Bank and its subsidiaries of shares or rights to acquire shares of the Bank; or
(iv)any scrip dividend or similar arrangement in accordance with the Articles of Association of the Bank; and
(b)for the purpos of this Resolution:
‘Relevant Period’ means the period from the passing of this Resolution until whichever is the earlier of:
(i)the conclusion of the next Annual General Meeting of the Bank;
(ii)the expiration of the period within which the next Annual General Meeting of the Bank is r equired by law to be held; and (iii)the date on which the authority t out in this Resolution is r evoked or varied by an ordinary resolution of the members in general meeting.”
6“THA T
(a)a general mandate be and is hereby unconditionally granted to the Directors to exerci during the Relevant Period all the
japane girl freepowers of the Bank to repurcha ordinary shares of HK$2.50 each in the capital of the Bank in accordance with all applicable laws and the requirements of the Rules Gover ning the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended fr om time to time provided however that the aggregate nominal amount of the shares to b
e r epurchad pursuant to the approval in this paragraph shall not exceed 10% of the share capital of the Bank in issue as at the date of this Resolution as incread by the scrip dividend issue approved pursuant to item 2 of the Notice of this Meeting; and
(b)for the purpos of this Resolution:
‘Relevant Period’ means the period from the passing of this Resolution until whichever is the earlier of:
(i)the conclusion of the next Annual General Meeting of the Bank;
(ii)the expiration of the period within which the next Annual General Meeting of the Bank is r equired by law to be held; and
(iii)the date on which the authority t out in this Resolution is r evoked or varied by an ordinary resolution of the members in general meeting.”
7“THAT, conditional on the passing of Resolutions in item 5 and item 6 of the Notice of this Meeting, the general mandate granted to the Directors to allot shares pursuant to the Resolution t out in item 5 of the Notice of this Meeting be and is hereby extended by the addition to the aggregate nomi
nal amount of the share capital which may be allotted or agreed to be allotted by the Directors pursuant to such general mandate an amount r eprenting the aggregate nominal amount of the share capital of the Bank repurchad by the Bank under the authority granted pursuant to the Resolution t out in item 6 of the Notice of this Meeting.”
Special Resolution
8“THA T the Articles of Association of the Bank be and ar e hereby amended in the following manner:
(a)By deleting Article 84 in its entirety.
(b)By adding the words “or more” immediately after the wor ds “from time to time appoint one” and by deleting the word
“Executive” and substituting therefor the word “Executive(s)” in Article 85(A).
2003 3 25 11 3 84
1 200
2 12 31
2
3
4
5
(a)
2 20%
(i)
(ii) 2003
(iii)
(iv)
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(i)
(ii)
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6
(a)
2.50
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2
10%
homie是什么意思
(b)
(i)
(ii)
(iii)
7 5 6 5
6
8 :
(a) 84
(b) 85 ( ) ( )
(c)By deleting the word “Executive” and substituting therefor the word “Executive(s)” in Article 85(B).
(d)By deleting the word “Executive” and substituting ther efor the word “Executive(s)” in Article 85(C).
(e)By deleting the word “Executive” and substituting ther efor the word “Executive(s)” in Article 86.
(f)By deleting the existing Article 101 in its entirety and substituting therefor with the following new Article 101:
101.Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to him either in writing or by word
of mouth or by telephone or by facsimile at the facsimile number from time to time notified to the Company by such
Director or by telex or telegram at the address from time to time notified to the Company by such Director or by
electronic mail at the electronic mail address from time to time notified to the Company by such Director or in such other
manner as the Board may from time to time determine. A Director abnt or intending to be abnt from Hong Kong
may request the Board that notices of Board meetings shall during his abnce be nt to him in such manner as
described above, but such notices need not be given any earlier than notices given to Directors not so abnt and in the
abnce of any such request it shall not be necessar y to give notice of a Board meeting to any Director who is for the time
being abnt from Hong Kong. A Director may waive notice of any meeting either prospectively or retrospectively.
(g)By deleting the existing Article 102 in its entirety and substituting therefor with the following new Article 102:
102.The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at
any other number, shall be four. A meeting of the Directors may be held by means of telephone or videoconferencing or
any other electronic means provided that all participants are thereby able to communicate immediately by voice with all
other participants. Any Director who ceas to be a Director at a Board meeting may continue to be prent and to act
as a Director and be counted in the quorum until the termination of the Board meeting if no other Director objects and
if otherwi a quorum of Directors would not be prent.
(h)By deleting the existing Article 128 in its entirety and substituting therefor with the following new Article 128:
128.(A)The Directors shall, from time to time, in accordance with the Ordinance, cau to be prepared and to be laid before
the annual general meeting of the Company the relevant financial documents required by the Ordinance. The
Directors may also cau to be prepared a summar y financial report if they think fit, which may be provided to
Members and/or debenture holders instead of the relevant financial documents in circumstances permitted by the
Stock Exchange.
(B)Subject to paragraph (C) below, a copy of the relevant financial documents or the summar y financial report shall,
not less than 21 days before the meeting, be delivered or nt by post to the registered address of every Member
and debenture holder of the Company, or in the ca of a joint holding to the Member or debenture holder (as the
ca may be) who name stands first in the appropriate Register in respect of the joint holding. No accidental non-
compliance with the provisions of this Article shall invalidate the proceedings at the meeting.
(C)Where a Member or debenture holder of the Company has, in accordance with the Ordinance and any rules prescribed
by the Stock Exchange from time to time, connted to treat the publication of the relevant financial documents
and/or the summary financial report on the Company’s computer network as discharging the Company’s obligation
under the Ordinance to nd a copy of the relevant financial documents and/or the summar y financial report, then
subject to compliance with the publication and notification requirements of the Ordinance and any rules prescribed
by the Stock Exchange from time to time, publication by the Company on the Company’s computer network of the窒息是什么意思
relevant financial documents and/or the summar y financial report at least 21 days before the date of the meeting
shall, in relation to each such Member or debenture holder of the Company , be deemed to discharge the Company’s
obligations under paragraph (B) above.
(D)For the purpo of this Article, “relevant financial documents” and “summar y financial report” shall have the meaning
ascribed to them in the Ordinance.
(i)By deleting the existing Article 130 in its entirety and substituting therefor with the following new Article 130:
130.Any notice or document to be given or issued under the Articles shall be in writing, except that any such notice or
document to be given or issued by or on behalf of the Company under the Articles (including any “corporate
communication” within the meaning ascribed thereto in the Listing Rules) shall be in writing which may or may not be in
a transitory form and may be recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or
medium and information in visible form (including an electronic communication and publication on a computer network)
whether having physical substance or not may be rved or delivered by the Company by any of the following means
subject to and to such extent permitted by and in accordance with the Ordinance, the Listing Rules and any applicable
doctors评价laws, rules and regulations:
(i)personally;
(ii)by nding it through the post in a properly prepaid letter, envelope or wrapper addresd to a Member at his
registered address as appearing in the Register or in the ca of another entitled person (as defined in the Ordinance),
to such address as he may provide;
(iii)by delivering or leaving it at such address as aforesaid;
(iv)
by advertiment in an English language newspaper and a Chine language newspaper in Hong Kong;
(c) 85 ( ) ( )
(d) 85 ( ) ( )
(e) 86 ( )
(f) 101 101 :
101
(g) 102 102 :
102
(h) 128 128 :
128 ( ) /
( ) ( ) 21 ( )
( ) / /
21 /
( )
( )
(i) 130 130 :
130 ( ( ))
( )
:
(i)
(ii) ( )
(iii)
(iv)
(v)by transmitting it as an electronic communication to the entitled person at such electronic address as he may have provided; or
(vi)by publishing it on a computer network.
In the ca of joint holders of a share, all notices shall be given to that one of the joint holders who name stands first in the Register and notice so given shall be sufficient notice to all the joint holders.
(j)By deleting the existing Article 131 in its entirety and substituting therefor with the following new Article 131: 131.Any notice or document (including any “corporate communication” within the meanin
g ascribed thereto in the Listing Rules) given or issued by or on behalf of the Company:
(i)if nt by post, shall be deemed to have been rved on the day following that on which the envelope or wrapper
containing the same is put into a post office situated within Hong Kong and in proving such r vice it shall be
sufficient to prove that the envelope or wrapper containing the notice or document was properly prepaid, addresd
and put into such post office (airmail if posted from Hong Kong to an address outside Hong Kong) and a certificate
in writing signed by the Secretar y or other person appointed by the Board that the envelope or wrapper containing
the notice or document was so properly prepaid, addresd and put into such post office shall be conclusive evidence
thereof;
nv
(ii)if not nt by post but delivered or left at a registered address by the Company, shall be deemed to have been rved on the day it was so delivered or left;
(iii)if published by way of a newspaper advertiment, shall be deemed to have been r ved on the date on which it is advertid in one English language newspaper and one Chine language newspaper in Hong Kong;
(iv)if nt as an electronic communication, shall be deemed to have been r ved at the time when the notice or document is transmitted electronically provided that no notification that the electronic communication has not
reached its recipient has been received by the nder, except that any failure in transmission beyond the nder's
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control shall not invalidate the effectiveness of the notice or document being r ved; and
(v)if published on the Company's computer network, shall be deemed to have been r ved on the day on which the notice or document is published on the Company's computer network to which the entitled person may have
access.
(k)By adding the following new Article 131A immediately after Article 131:
131A.(A)The signature to any notice or document by the Company may be written, typed, printed or made electronically.
(B)Subject to any applicable laws, rules and regulations, any notice or document, including but not limited to the
documents referred to in Article 128 and any “corporate communication” within the meaning ascribed thereto in
the Listing Rules, may be given in the English language only, in the Chine language only or in both the English
language and the Chine language.
(l)By deleting the existing Article 135 in its entirety and substituting therefor with the following new Article 135: 135.Every Director, Executive Director, manager, cretary and officer of the Company s
hall be indemnified out of the funds of the Company against all liabilities incurred by him as such Director, Executive Director, manager, cretary or officer in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with any application under the Ordinance in which relief from liability is granted to him by the Court.”
By Order of the Board
Molly HO Kam-lan
Company Secretary
Hong Kong, 11th February, 2003
Notes:
(a)The Register of Members of the Bank will be clod from Thursday, 27th February, 2003 to T uesday, 4th March, 2003. In order to
qualify for the final dividend, all transfer documents should be lodged for registration with Standard Registrars Limited, G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Ho
ng Kong, by 4: Wednesday, 26th February, 2003. (b) A member entitled to attend and vote at the above Meeting may appoint a proxy to attend and vote in his place. The number of
proxy so appointed shall not exceed two. A proxy need not be a member.
(c)The Memorandum and Articles of Association of the Bank is written in English. There is no official Chine translation in respect
thereof. Therefore, the Chine version of the Resolution as t out in item 8 above on amendments of Articles of Association is purely a translation only. Should there be any discrepancies, the English version will prevail. The purpos of the amendments are included in a parate circular to members of the Bank which is despatched to members with this Annual Report.
