APPENDIX VIII STATUTORY AND GENERAL INFORMATION A. FURTHER INFORMATION ABOUT OUR COMPANY 1. Incorporation Our company was incorporated in the Cayman Islands on June 26, 2006 under the Cayman Companies Law as an exempted company with limited liabilities. Our company has established a place of business in Hong Kong at Suite 1201, Two Pacific Place, 88 Queensway, Hong Kong and has been registered as an oversea company in Hong Kong under Part XI of the Companies Ordinance, with Mr. Hui and Lin Xiaohui being appointed as authorized representatives of our company for the acceptance of service of process and notices on behalf of our company in Hong Kong. As our company was incorporated in the Cayman Islands, it operates subject to the Cayman Islands laws and to its constitution, which comprises a memorandum of association and articles of association. A summary of various provisions of the constitution of our company and relevant aspects of the Cayman Companies Law is set out in Appendix VII to this prospectus. 2. Changes in share capital Our authorized share capital as at the date of our incorporation was US$50,000 divided into 50,000 shares of US$1.00 each. Upon incorporation, 100 shares of US$1.00 each were allotted and issued to the Original Shareholder. On November 29, 2006, we adopted resolutions to (a) sub-divide and reclassify our authorized and issued shares of US$50,000 divided into 50,000 shares of US$1.00 each into 5,000,000 ordinary shares of US$0.01 each, and (b) increase our authorized share capital from US$50,000 to US$50,000,000 divided into 4,200,000,000 ordinary shares of US$0.01 each and 800,000,000 preferred shares of US$0.01 each. On November 29, 2006, we allotted and issued 1,599,990,000 new Shares credited as nil-paid to the Original Shareholder. On November 29, 2006, we, Mr. Hui, the Original Shareholder and the Financial Investors entered into an investment agreement pursuant to which the Financial Investors subscribed for an aggregate of 800,000,000 Convertible Preferred Shares in our company for an aggregate subscription price of US$400 million. On December 11, 2007, we entered into a restructuring agreement with, among others, the Financial Investors, pursuant to which we repurchased and cancelled the 800,000,000 Convertible Preferred Shares of US$0.01 each. Following the cancellation of the Convertible Preferred Shares, on January 24, 2008, we adopted a resolution to change our authorized share capital to US$50,000,000 divided into 5,000,000,000 ordinary shares of US$0.01 each. Pursuant to the restructuring agreement, the Original Shareholder also subscribed for 800,000,000 ordinary shares and transferred such shares to the Financial Investors. – VIII-1 – APPENDIX VIII STATUTORY AND GENERAL INFORMATION Pursuant to the resolutions in writing of our shareholders passed on March 3, 2008, our authorized share capital was increased from US$50,000,000 to US$1,000,000,000 by the creation of an additional 95,000,000,000 Shares. Immediately following completion of the Global Offering and the Capitalization Issue but not taking into account any Shares which may be allotted and issued pursuant to the exercise of the Over-allotment Option or any options which may be granted under the Pre-IPO Share Option Scheme and the Share Option Scheme, our issued share capital will be US$142,500,000 divided into 14,250,000,000 Shares, all fully paid or credited as fully paid and 85,750,000,000 Shares will remain unissued. Save for aforesaid and as mentioned in the paragraph headed ‘‘Written resolutions of all our shareholders passed on March 3, 2008’’ below, there has been no alteration in our share capital since our incorporation. 3. Written resolutions of all our shareholders passed on March 3, 2008 Pursuant to the unanimous written resolutions of our shareholders adopted on March 3, 2008: (a) we conditionally adopted a new memorandum and articles of association which will become effective on the Listing Date; (b) our authorized share capital was increased from US$50,000,000 to US$1,000,000,000 by the creation of an additional 95,000,000,000 Shares; (c) conditional on (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares in issue, Shares to be issued as mentioned in this prospectus (including any additional Shares which may fall to be issued pursuant to the exercise of the Over-allotment Option or options which may be granted under the Pre-IPO Share Option Scheme and the Share Option Scheme); (ii) the entering into of the agreement on the Offer Price between the Joint Bookrunners and us on the Price Determination Date; and (iii) the obligations of the Underwriters under the Underwriting Agreements becoming unconditional and not being terminated in accordance with the terms therein or otherwise, in each case on or before such dates as may be specified in the Underwriting Agreements: (i) the Global Offering was approved and our Directors were authorized to allot and issue the new Shares pursuant to the Global Offering; (ii) the Over-allotment Option was approved and our Directors were authorized to effect the same and to allot and issue the additional Shares upon the exercise of the Over-allotment Option; and (iii) the rules of the Pre-IPO Share Option Scheme and the Share Option Scheme, the principal terms of which are set out in the paragraph headed ‘‘— Other Information — Pre-IPO Share Option Scheme’’ and ‘‘— Share – VIII-2 – APPENDIX VIII STATUTORY AND GENERAL INFORMATION Option Scheme’’ in this Appendix, were approved and adopted and our Directors were authorized to grant options to subscribe for Shares thereunder and to allot, issue and deal with Shares pursuant to the exercise of options granted under the Pre-IPO Share Option Scheme and the Share Option Scheme; and (iv) conditional on our share premium account being credited as a result of our issue of the Offer Shares pursuant to the Global Offering, our Directors were authorized to capitalize US$90,000,000 standing to the credit of our share premium account by applying such sum in paying up in full at par 9,000,000,000 Shares. Such Shares to be allotted and issued to our shareholders whose names appear on our register of members on the date the resolutions were passed, proportionately in accordance with their shareholdings in our company. (d) a general unconditional mandate was given to the Directors to allot, issue and deal with (including the power to make an offer or agreement, or grant securities which would or might require Shares to be allotted and issued), otherwise than pursuant to a rights issue or pursuant to any scrip dividend schemes or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles or pursuant to the grant of options under the Pre-IPO Share Option Scheme and the Share Option Scheme or other similar arrangement or pursuant to a specific authority granted by our shareholders in general meeting, un-issued Shares with a total nominal value not exceeding 20% of the aggregate nominal value of our share capital of in issue immediately following completion of the Capitalization Issue and the Global Offering (but taking no account of any Shares which may be issued and allotted pursuant to the exercise of the Over-allotment Option or any Shares that may be issued pursuant to the exercise of the options under the Share Option Scheme or the Pre-IPO Share Option Scheme), such mandate to remain in effect until the conclusion of our next annual general meeting, or the expiration of the period within which our next annual general meeting is required by the Articles or anyapplicablelawstobeheld,oruntilrevokedorvariedbyanordinary resolution of our shareholders in general meeting, whichever occurs first; (e) a general unconditional mandate was given to the Directors authorizing them to exercise all powers of our company to repurchase on the Stock Exchange or on any other approved stock exchange on which our securities may be listed and which is recognized by the SFC and the Stock Exchange for this purpose such number of Shares as will represent up to 10% of the aggregate nominal amount of our share capital in issue immediately following completion of the Capitalization Issue and the Global Offering (but taking no account of any Shares which may be issued and allotted pursuant to the exercise of the Over- allotment Option or any Shares that may be issued pursuant to the exercise of the options under the Share Option Scheme or the Pre-IPO Share Option Scheme), such mandate to remain in effect until the conclusion of our next annual general meeting, or the expiration of the period within which our next – VIII-3 – APPENDIX VIII STATUTORY AND GENERAL INFORMATION annual general meeting is required by the Articles or any applicable laws to be held, or until revoked or varied by an ordinary resolution of our shareholders in general meeting, whichever occurs first; and (f) the general unconditional mandate mentioned in paragraph (d) above was extended by the addition to the aggregate nominal value of our share capital which may be allotted or agreed conditionally or unconditionally to be allotted by our Directors pursuant to such general mandate of an amount representing the aggregate nominal value of our share capital repurchased by us pursuant to the mandate to repurchase Shares referred to in paragraph (e) above.