C&D Newin Paper & Pulp Corporation Limited (C&D NEWIN) has adopted an entirely new set of bye-laws under the Bermuda Companies Act 1981, effective 20 May 2026. Key changes are summarised below:

Authorised share capital • Total authorised capital is fixed at HK$114.31 million, divided into:  – 2.00 billion ordinary shares of HK$0.05 each, and  – 143.09 million convertible non-voting preference shares (CP Shares) of HK$0.10 each.

Convertible non-voting preference shares • Voting: CP Shareholders have no voting rights except on winding-up, capital reduction or variation of CP Share rights. • Conversion: Each CP Share can be converted into one ordinary share at any time at the holder’s election. Mandatory conversion applies at the end of business on 31 March 2009 if the shares have not been previously redeemed, purchased or converted, unless a “Continuing Notice” is lodged. • Dividend: CP Shares rank pari passu with ordinary shares for dividends. • Redemption: From the fifth anniversary of issue, the board may redeem any CP Shares at the original subscription price plus any dividend arrears, giving at least 28 days’ notice and allowing holders to convert instead. • Transfer: Transfers require prior board approval; CP Shares will not be listed on any stock exchange. • Liquidation preference: On winding-up, CP Shareholders receive paid-up capital plus dividend arrears before any distribution to ordinary shareholders.

Capital management • The board retains full authority over the issue and allotment of unissued shares, subject to statutory and bye-law provisions. • Share buy-backs are permitted in compliance with Bermuda law, stock-exchange rules and any tender-offer requirements.

Meetings and corporate governance • General meetings may be held physically, as hybrid meetings or entirely electronically, with electronic participation counting towards quorum. • One-third of directors (minimum) must retire by rotation at each annual general meeting; every director faces re-election at least every three years. • The board can appoint additional or replacement directors, who must stand for re-election at the next annual general meeting.

Electronic communications • Notices, corporate communications and dividend instructions may be delivered electronically, including publication on the company’s website and the HKEX website, subject to Listing Rule requirements.

Uncertificated securities • The bye-laws enable the company to participate in Hong Kong’s Uncertificated Securities Market and to process corporate actions, transfers and dividend payments through electronic systems.

Indemnities • Directors, officers and certain employees are indemnified out of company assets against liabilities incurred in the course of their duties, to the fullest extent permitted by Bermuda law.

These bye-laws replace all previous versions, aligning C&D NEWIN’s constitutional framework with current regulatory, technological and corporate governance standards.