Dr. Moqi Groen-Xu

Senior Lecturer-Queen Mary University of London, School of Economics and Finance

ORDINARY RESOLUTIONS

1. That the audited financial statements of the Company for the financial year ended 31 March 2017, together with the Directors’ Report and the independent Auditors’ Report thereon, be received.
2. That the Directors’ Remuneration Policy which is contained in the Directors’ Remuneration Report as set out on pages 136 to 140 of the Annual Report and Accounts FY2017 be approved.
3. That the Directors’ Remuneration Report (other than the part containing the Directors’ Remuneration Policy) on pages 141 to 147 of the Annual Report and Accounts FY2017 for the year ended 31 March 2017 be approved.
4. That a final dividend as recommended by the Directors of 35.0 US cents per ordinary share in respect of the financial year ended 31 March 2017 be declared.

13. That Ernst & Young LLP be re-appointed as auditors of the Company (the ‘Auditors’) until the conclusion of the next general meeting of the Company at which accounts are laid.

14. That the Directors be authorised to determine the Auditors’ remuneration.

15. That the Directors be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the ‘2006 Act’), to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for, or to convert any security into, shares in the Company (‘Rights’) up to an aggregate nominal amount of US$9,235,543, such authority to expire at the conclusion of the annual general meeting of the Company in 2018 or on 1 October 2018, whichever is the earlier, save that the Company may before this authority expires make any offer or agreement which would or might require shares to be allotted or Rights to be granted after the authority expires, and the Directors may allot shares or grant Rights in pursuance of any such offer or agreement as if this authority had not expired.

SPECIAL RESOLUTIONS

16. That, subject to the passing of resolution 15 above, the Directors be and are hereby empowered pursuant to sections 570(1) and 573 of the Companies Act 2006 (the ‘2006 Act’) to:

1. allot equity securities (as defined in section 560 of the 2006 Act) of the Company for cash pursuant to the authority conferred by resolution 15; and
1. sell ordinary shares (as defined in section 560(1) of the 2006 Act) held by the Company as treasury shares for cash,

as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:

1. in connection with or pursuant to an offer of or invitation to acquire equity securities in favour of (A) holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale and (B) holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities, but in either case subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or on any matter whatsoever; and
1. otherwise than pursuant to sub-paragraph (i) of this resolution 16, up to an aggregate nominal amount of US$1,385,470 and shall expire at the conclusion of the annual general meeting of the Company in 2018 or on 1 October 2018, whichever is the earlier, save that the Company may before such expiry make any offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

17. That, subject to the passing of resolutions 15 and 16 above, and in addition to the power given by that resolution 16 above, the Directors be given power pursuant to sections 570 (1) and 573 of the Companies Act 2006 (the ‘2006 Act’) to:
    1. allot equity securities (as defined in section 560 of the 2006 Act) of the Company for cash pursuant to the authority conferred by resolution 15; and
    1. sell ordinary shares (as defined in section 560(1) of the 2006 Act) held by the Company as treasury shares for cash,

as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be:

1. limited to the allotment of equity securities for cash and the sale of treasury shares, up to an aggregate nominal amount of US$1,385,470; and
1. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors have determined to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, or for any other purposes as the Company in general meeting may at any time by special resolution determine,

and shall expire at the conclusion of the annual general meeting of the Company in 2018 or on 1 October 2018, whichever is the earlier, save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

18. That the Company is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the ‘2006 Act’) to make market purchases (within the meaning of section 693(4) of the 2006 Act) of any of its ordinary shares of US$0.10 each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:

1. the maximum aggregate number of ordinary shares which may be purchased under this authority is 27,709,401;
1. the minimum price which may be paid for each ordinary share is US$0.10 which amount shall be exclusive of expenses, if any;
1. the maximum price exclusive of expenses which may be paid for each ordinary share is an amount equal to the higher of:
   1. 105 per cent of the average of the middle market quotations for an ordinary share of the Company as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which such share is contracted to be purchased; and
   1. the value of an ordinary share calculated on the basis of the higher of the price quoted for: (A) the last independent trade and; (B) the amount stipulated by Regulatory Technical Standards adopted by the European Commission pursuant to Article 5(6) of the Market Abuse Regulation (EU) No. 596/2014;
1. unless previously renewed, revoked or varied, this authority shall expire at the conclusion of the annual general meeting of the Company in 2018 or on 1 October 2018, whichever is earlier; and
1. under this authority, the Company may make a contract to purchase ordinary shares which would or might be executed wholly or partly after the expiry of this authority, and may make purchases of ordinary shares pursuant to it as if this authority had not expired.

19. That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days’ notice.