Memorandum and Articles - Sino

)í-)i

No. 

tna, 

2543 

COMPANIES ORDINANCE 

(CHAPTER 32) 

'æ Ë i+ +tl'ñ 32É 

À f, 4'ft 4rù 

CERTIFICATE OF INCORPORATION 

ON CHANGE OF NAME 

/À4 E-&-.24# 

'åàtràââ 

I hereby certify that 

A¡.#-t¿?ÊHÃ 

SINO-I.COM LTMITED 

+WäÍ6,ç4È,H.ãFRal\-E 

having by special resolution 

lE ü. ì€_ ++ .r'l R ä , at 

the name of 

4Êfi.4 

changed its name, is now incorporated under 

l+*2ÉF.q.&,, è^^ f, kl'eñZ 

SINO- Ï TECHNOIJOGY LIMITED 

+Wäf6,ç4àH.ä.FRAÉ] 

lssued by the undersigned on 

2räë* 

18 

E 

,Iu1y 2003. 

+/\ E 6æ o 

for Fegistrar of Companies 

Hong Kong 

+Ë^f,'âifrÊÊ+fu 

(/À;j àtrÈ4É 5E iH ù.' R41) 

c.R-F.11 (9e)

No. 2543 

æ,íÈ, 

[coPY] 


(GHAPTER 32) 

ê)Ë)*$'lffiszÊ 

'À ãJ 4# 1t'I 



^ãJ 9_kÅî# 

Èàfl} #â 

I frereOY ""rr,r, 

,n", 

A¡-?güb#HI¡ 

SOUTH SEA DEVELOPMENT COMPANY LIMITED 

'å)'6æ&ãFRÂ 

having by special resolution changed its name, is now incorporated under 

?.g € € 4+ ,E'l ;À -'rä r (, ffi + Z îfr q- k ' à ¿r' rl fi -;i ffi Z 

the name ot 

lfl ,n è-r 

SINO-I.COM LIMITED 

fEfr.{6 1€,4-ãl'R^ãJ 

lssued by the undersigned on 8 September 1999' 

Àä ë i+ _ )L )L )L + )L Íl x E æ # 

(sd.) Mlss R. CHEUNG 

for Registrar of ComPanies 

Hong Kong 

ârË,À4ËÈfrËËå 

( a\ ãl ?itrÈ4r fFrã,s 'f\4j. )

No. 2543 

ffirÉ 

(coPY) 

E|JA 


âEek&fÉ 


ÈrflilÈËÉ 

I hereby certify that 

+^&ÈËHE 

South Sea Textile Manufacturing Company' 

Limited 

having by special resolution changed its name' 

ffiÆË1+EIJ Ì*ffi*'EffiHZ 

ÍË 

is now incorporated under the name of 

FE e9.,&^ a fr,EZ Ð flü & fË H 

SOUTll SEA DEVELOPllllEllT COtt/lPAt'lY LIIJ|ITED 

'+r;ä#Êãl'R^4 

Given under mY hand this Second day 

ÆZ 

K 

^)L 

of April One Thousand Nine Hundred and 

Ninety-two. 

(Sd.) Mrs. V. Yam 

P. Registrar General 

(Registrar of Companies) 

Hong Kong 

ãiÉilffiíF,ããFg'l^'ErlffiH 

(ilffiÈlf.ffëffix,ftfi)

No. 2543 

[coPY] 


OF 

SOUTH SEA TEXTILE MANUFACTURING 

CoMPANI LIMITED 

I HEREBY CERTIFY thAt SOUTH SEA TEXTILE MANUFACTURING 

COMPANY, LIMITED is this day incorporated under the Hong Kong Companies 

Ordinance, 1932 and that this Company is limited. 

GMN 

under my hand and seal of office this Sixteenth day 

of March, in the year- One Thousand Nine Hundred and 

Forty-eight. 

(Sd.) C. D' Almada e Castro, 

Registrar of ComPanies, 

Hong Kong.

CompanyNo: 2543 

THE COMPANIES ORDINANCE (CHAPTER 32) 

SPECIAL RESOLUTION 

OF 

Sino-i TechnologY Limited 

+EtrAFt=,Ë.Ê'pR^-E 

Passed on the 29th daY of MaY 2006 

At the annuai general meeting of the shareholders of Sino-i Technology Limited (the 

,,Company"l hei=d at Chater Roo- I, Function Room Level (B1), The Ritz-Carlton' 3 

Coooá.rgút Í{oad Central, Hong Kong on29 M,ay 2006 at 10:00 a.m., the following resolution 

was duly passed as a Special Resolution: - 

,,THAT the Articles of Association of the company be and are hereby amended as follows: 

(a) by deleting the existing Article 85 in its entirety and substituting therefor the following: 

"I]nless otherwise determined by the Company in general meeting,-the number of 

Directors shali not be less than two. There shall be no maximum number of Directors 

unless otherwise determined from time to time by members of the company in general 

meeting."; and 

(b) by deleting the words "but so that the total number of directors shall not at any time 

exceed the maximum number fixed" in Article 87 and substituting therefor "but so that 

the number of Directors so appointed shall not at any time exceed any maximum 

number determined from time to time by members of the company in general 

meeting"" 

(Sd.) Yu Pun t{qr- 

Chairman of the Meeting

No. 2543 

lk1È. 


(GHAPTER 32) 

CERTIFICATE OF REGISTRATION 

ON REDUCTION OF CAPITAL AND SHARE PREMIUM ACCOUNT 

UNDER SECTION 61 

;jef, +R 

SINO-I TECIÐ{OLOGY I,IMITED 

+EäftNEÆ,H,Ê'l]RAtr 

having by special resolution reduced its capital and share premium account as 

cont¡r-meã -nV an Order of the High Gourt of the Hong Kong Special 

Administrativl Region dated 21 June 2005 and having delivered a copy of the 

Order and of the Minute approved by the Court, I hereby certify the registration 

of this Order and Minute on 26 July 2005. 

e, iõì& *+ FI ;À -# È.ù It lt e-Åkþ>-,â 'lH tÉ' ñ L#.4f 6 *4.* 

FJtutk@.ã +)*fet,¿t- OOf + Ã:+- B#ü 

,A è â 4'# tr, ++ FJ *'#' -ú ì. ++ Ð ^ tâ ã â È¿l L + fr- - ¿¡' tg 

i* H, -#. rI ÈÉJ R' &' à ^ 

ti, Ë ft, ËË sÄ' üL â â'9' $¿ â& Ú ÙS 

-ooE + E A -+^ BÉe¿* 

lssued by the undersigned on 23 August 2005. 

åäå¿t'-ool+ /\ n -+=É## 

Alan FONG 

*-*- î# Re ttCúrat är ööÏäþ-äniËC- 

Hong Kong 

á Ëa\4 ÈÈffiÄÂÃ 

( frñ!+. ft4r')

HCMP 59712005 

IN TTIE HIGH COURT OF TTIE 

HONG KONG SPECIAL ADMIMSTRATWE REGION 

COURT OF FIRST INSTANCE 

MISCELLANEOUS PROCEEDINGS NO. 597 of 2005 

? Z ,i,ri[ ffi 

of SINO-I TECHNOLOGY 

and 

IN TTIE MAITER of the Companies Ordinance 

(Chapter 32) 

BEF'ORE THE HONOT]RABLE MÄDAM JUSTICE I(WAN IN COI]RT 

ORDER ON PETITION 

UPON TIIE APPLICATION BY PETITION dated 22 March 2005 of the 

above-named Sino-I Technology Limited (hereinafter called "the Company") presented to 

this Court on22Ma¡ch 2005" 

AND UPON IIEARING Senior Counsel for the Company 

AND UPON READING the said Petition, the Order on S¡:¡rmons for Dírections 

-1-

dated 22March2005 whereby it was ordered that section 59(2) of the Companies Ordinance 

shall not apply as regards any class of creditors of the ComPanY, Affimation of Zhang Hong 

Ren affinned on 5 March 2005 and the exhibits referred to in the said Affrmation, 

Afñrmation of yu pun Hoi affirmed on22 Ma¡ch 2005 and the exhibits referred to in the said 

A-fürmation, 1s Affrmation of Watt Ka Po James affi¡ned on 22 March 2005, 2od 

Affimation of Watt Ka Po James affirmed on22 Ma¡ch 2005,3'd Affmation of Watt Ka Po 

James affinned on 20 May 2005 and the exhibits referred to in the said Affirmation, 1tt 

Affmation of So Siu Ting Andy affirmed on20 May 2005 and the exhibits refened to in the 

said Affinnation and the 2od Affirmation of Yu Pun Hoi affrmed on 15 June 2005 and the 

exhibits refened to in the said Affrmation and exhacts from the Hong Kong Standard and the 

Hong Kong Economic Times each dated 8 June 2005 containing a notice of the presentation 

of the said Petition and that the same was appointed to be heard this day; 

THIS COURT ORDERS that the reduction of the capital of the Company from 

HK$3,000,000,000 divided into 30,000,000,000 ordinary sha¡es of HK$0'1 each to 

HK$300,000,000 divided into 30,000,000,000 ordinary shares of HK$0.01 each and the 

reduction of the Share Premium Account of the Company by HK$433,54I,062.55 both 

resolved on and effected by a Speciai Resolution passed at an Extraordinary General Meeting 

of the Company held on 16 April 2004 be and the same is hereby confirured in accordance 

with the provisions of the Companies Ordinance 

AND THIS COURT FURTHER ORDERS that the Company is at iiberty to distribute 

15,756 shares of South Sea Holding Company Limited for every 10,000 shares of the 

Company after the said Capitat Reduction is effective. 

hereto. 

ANID THIS COURT I{EREBY APPROVES the Minute sEt fOTth iN thE SChEdUIE 

AND THIS COURT FURTIIER ORDERS thatthis Order be producedto Registar of 

Companies and that an office copy hereof be delivered to him together with a copy of the 

Minute. 

AND IT IS ORDERED that nodce of the registration by the Registar of Companies 

of this Order be published once in the English language in "The Standard" and once in the 

_t-

Chinese language in the "Hong Kong Economic Times" vrithin twenty-one (2i) days after 

such registration. 

Dated this 21st day of June 2005. 

Registrar 

SCTIEDTILE ABOVE REFERRED TO 

SINO-I TECHNOLOGY LIMITEI) 

MIIIUTE OF REDUCTION OF CAPITAL 

The authorized share capital of Sino-i Technology Limited was by virtue of a Special 

Resolution passed at an Extraordinary General Meeting of the Company held on 16 April 

2004 andwith the sanction of an order of the High Court dated 21 June 2005, reduced from 

HK$3,000,000,000 divided into 30,000,000,000 ordinary shares of HK$0-10 each to 

HK$300,000,000 divided into 30,000,000,000 ordinary sha¡es of HK$0.01 each and that such 

reduction be effected by canceling paid-up capital to the extent of HK$0.09 upon each of the 

1g,714,504,877 ordinary shares in issue as at 19 March 2004 (being the latest practicable date 

prior to the printing of the notice convening the Extraordinary General Meeting of the 

Company) and any further ord.inary shares which may be issued prior to the date on which the 

petition for the confi.rmation of the reduction of capital herein is heard by the High Court of 

the Hong Kong Special Administrative Region and by reducing the nominal arrount of all the 

issued and unissued ordinary shares in the capital of the Company from $HKO.1 to HK$0.01. 

By virtue of the said Order and the said Special Resolution the authorized sha¡e capital of the 

Company on the registration of this minute is HK$300,000,000 divided into 30,000,000,000 

ordinary shares of HK$0.01 each and the issued share capital of the Company on the 

registration of this minute is HK$i99,745,048.77 divided into 19,9L4,504,877 ordinary 

sha¡es of HK$0.01 each. Part of the share premium account of Sino-i Technoiogy Limited 

was by virhre of a Special Resolution passed at an Extraordinary General Meeting of the 

Company held on 16 April 2004 andwith the sanction of an order of the High Court dated2l 

Jnne 2005, reduced by HK$433,541,062.55. The balance standing to the credit of the share 

premiirm accor¡nt of the Company on the registration of this minute is reduced to 

HK$39,194,437.38. 

.) 

-J-

MP 59712005 

IN TI{E HIGI{ COURT OF TITE 

HONG KONG SPECIAL ADMIMSTRATTVE REGION 

COIIRT OF FIRST INSTANCE 

MISCELLANEOUS PROCEEDINGS NO. 597 of 2005 

IN TIIE M.{|TER OF SINO-I TECHNOLOGY LIMITED 


IN TIIE MAITER of the Companies Ordinance (Chapter 32) 

ORDER ON PETITION 

Filedon: ):'Å J-.1 / 2oo(' 

PrestonlGateslEllis 

Solicitors for the Petitioner 

35ú Floor 

Two International Finance Centre 

I Finance Street 

Central, Hong Kong 

Tel: 2230 3588 Fax: 2899 2996 

Plef .: 437 7 8 -000 1 1 /NIKAILKP

Company No: 2543 



OF 

SINO-I TECHNOLOGY LIMITED 

+øtrffi{ã,Ë.ä'FR^É 

Passed on the 10th daY of June 2005 

At the annual general meeting of the shareholders of Sino-i Technology Limited (the 

,,company''1 treld at chater Room I, Function Room Level (B1), The Ritz-carlton' 3 

Connáught ioad Central, Hong Kong on 10 June 2005 at 11:00 a.m., the following resolution 


..THÄT the Articles of Association of the Company be and are hereby amended as follows: 

(a) by deleting the sentence "But any director so appointed shall hold office only until the 

next Annual General Meeting of ihe Company, and shall then be eligible for re-election'" 

in Article 87 and substituting therefor "Any Director so appointed to fiIl a casual vacancy 

shall hold office only until the next general meeting of the Company and any Director so 

appointed as an addiìion to the Board shall hold office only until the next Annual General 

Måeting of the Company, and in each case shall then be eligible for re-election."; 

(b) by deleting the existing Article 94 in its entirety and substituting therefor the following: 

,,At each Annual General Meeting of the Company, and notwithstanding any contractual 

or other terms on which a Director may be appointed or engaged, one-third of the 

Directors for the time being (or if their number is not a multiple of three, the number 

nearest to but not less than one-third) shall retire from office by rotation, provided that, 

notwithstanding anything herein, every Director (including those appointed for a specific 

term) shall be subjåct toletirement by rotation at least once every three years. A retiring 

Director shall be eligible for re-election and shall act as a Director throughout the 

meeting at which he retires."; 

(c) by deleting the existing Article 95 in its entirety and substituting therefor the following: 

,,Subject to Article 94, theDirectors to retire by rotation shall include (so far as necessary 

to ascertain the number of Directors to retire by rotation) any Director who wishes to 

retire and not to offer himself for re-election; and any further Directors so to retire shall 

be those of the other Directors subject to retirement by rotation who have been longest in 

office since their last re-election or appointment and so that, as between persons who 

became or were last re-elected Directors on the same day, those to retire shall (unless 

they otherwise agree among themselves) be determined by lot. Any Director appointed 

1

pursuant to Article 87 who may only hold office until any particular Annual General 

Meeting of the Company shall not be taken into account in determining which particular 

Directors or the number of Directors who are to retire by rotation atthat Annual General 

Meeting pursuant to Articles 94 and95."; 

(d) by deleting the words "without notice in that behalf in Article 97 and substituting 

therefor "subject to the requirements of Article 100"; 

(e) by deleting the existing Article 98 and its side-note in their entirety and substituting 

therefor the following: 

"Intentionally deleted."; 

(Ð by deleting the words "not, while he continues to hold that office" in Article 104 and 

substituting therefor ", notwithstanding any contractual or other terms on which he may 

be appointed or engaged" and by deleting the word "but" in Article 104 and substituting 

therefor "and"; 

(g) by deleting the sentence "A director who is at any time not in the Colony of Hong Kong 

shall not during such time be entitled to notice of any such meeting." in Article 107; 

(h) by deleting the words "and unless otherwise determined, the chairman shall hold office 

for a period of three years or during his term of office as a director, whichever shall be 

the shorter, and shall be eligible for re-election" in Article 109 and substituting therefor 

"but, notwithstanding that he may be elected for a specific term, the chairman shall be 

subject to retirement by rotation as a Director under Articles 94 and 95"; and 

(Ð by deleting the existingArticle 119 in its entirety and substituting therefor the following: 

"subject as otherwise provided in Article 14, all deeds or instruments requiring the seal 

of the Company shall be signed by one Director and the secretary of the Company, or by 

two Directors, or by such other person or persons as the Directors shall from time to time 

appoint, either generally or in any particular case'"" 

(Sd.) Yu Pun Hoi 

Chairman of the Meeting 

2

CompanyNo:2543 



OF 


+Etrffi{ã,ä.€FEÂ 

Passed on the llth day of June 2004 

At the annual general meeting of the shareholders of Sino-i Technology Limited (the 

,.Company'') held at Chater Room I, Function Room Level @1), The Ritz-Carlton, 3 

Connaught iìoad Central, Hong Kong on 11 June 2004 at 11:00 a.m., the following resolution 


"THAT the Articles ofAssociation of the Company ("Articles") be amended as follows: 

(1) by adding the following new definition of "associate" in Article 1: 

"associate" 

has the same meaning as in the Listing Rules; 

(2) by adding the following new definition of "Relevant Exchange" inArticle 1: 

"Relevant Exchange" means an exchange recognised by the Stock Exchange; 

(3) by adding the following new definition of "Listing Rules" inArticle 1: 

"Listing Rules" 

means the Rules Governing the Listing of Securities on the 

Stock Exchange, as from time to time supplemented, amended, 

substituted or rePlaced; 

(4) by adding the following new definition of "Stock Exchange" inArticle 1: 

"Stock Exchange" means The Stock Exchange of Hong Kong Limited; 

(5) by deleting the words "within two months after the date on which a transfer thereof has 

bãen lodgãd with the Company in compliance with Section 70 of the Ordinance" as they 

appear in erticte 15 and substituting therefor the words "within ten business days after 

tñã ¿ate on which a transfer thereof has been lodged with the Company in accordance 

with Section 70 of the Ordinance"; 

(6) by deleting the existing Article 68 in its entirety and replacing therefor with the 

following: 

-1-

"subject to the rules prescribed by any Relevant Exchange from time to time, at every 

general meeting a resolution put to the vote of the meeting shall be decided on a show of 

hands, unless (before or upon the declaration of the result of the show of hands) a poll is 

demanded by the persons specified in Article 69, and in the case of an equality of votes, 

the Chairman shall, both on a show of hands and on a poll, have a casting vote in 

addition to the vote or votes to which he may be entitled as a member." 

(7) 

by deleting the existing Article 69 in its entirety and replacing therefor with the 

following: 

"At any general meeting unless a poll is demanded by: 

(a) the chairman of the meeting; or 

(b) at least three members present in person or by proxy having the right to vote on the 

resolution; or 

(c) a member or members present in person or by proxy representing in aggregate not 

less than one-tenth of the total voting rights of all the members having the right to 

attend and vote at the meeting; or 

(d) a member or members present in person or by proxy holding shares conferring the 

right to attend and vote at the meeting on which an aggregate sum has been paid up 

equal to not less than one-tenth of the total sum paid up on all the shares conferring 

that right; 

and a demand for a poll by a person as proxy for a member shall be as valid as if the 

demand were made by the member himself, a declaration by the Chairman that a 

resolution has been carried, or carried by a particular majority, or lost, or not carried by a 

particular majority, and an entry to that effect in the book of proceedings of the Company 

shall be conclusive evidence of the fact without proof of the number or proportion of the 

votes recorded in favour of or against such resolution." 

(8) 

by adding the following as new Article 834 immediately after Article 83: 

"'Where any member is, under the Listing Rules, required to abstain from voting on any 

particular resolution or restricted to voting only for or only against any particular 

resolution, any vote cast by or on behalf of such member in contravention of such 

requirement or restriction shall not be counted." 

and the phrase "Voting restriction under Listing Rules" to be added to the margin of 

Article 834; 

(e) 

By deleting Article 92 in its entirety and replacing therefor with the following: 

"(A) Subject to the Listing Rules and to paragraph (C) herein, no Director shall be 

disqualified by his ofüce from holding any offtce or place of profit under the 

Company or under any company in which the Company shall be shareholder or 

otherwise interested, or from contracting with the Company either as vendor, 

purchaser, or otherwise, nor shall any such contract, or any contract or arrangement 

entered into by or on behalf of the Company in which any Director shall be in any 

way interested, be avoided, nor shall any Director be liable to account to the 

n

Company for any profit arising from any such office or place of profit or realised by 

any such contract or arrangement by reason only of such Director holding that 

offrce or of the fiduciary relations thereby established, but it is declared that the 

nature of his interest must be disclosed by him at the meeting of the Directors at 

which the contract or arrangement is first taken into consideration if his interest then 

exists, or in any other case, at the first meeting of the Directors after the acquisition 

of his interest. If a Director becomes interested in a contract or a:rangement after it 

is made or entered into the disclosure of his interest shall be made at the first 

meeting of the Directors held after he becomes so interested. 

(B) In a situation where a Director is entitled to vote, he would also be entitled to form 

part of the quorum and vice versa. A general notice that a Director is a member of 

any specified firm or company, and is to be regarded as interested in all transactions 

with that firm or company, shall be sufficient disclosure under this Article as 

regards such Director and the said transactions, and after such general notice it shall 

not be necessary for such Director to give a special notice relating to any particular 

transaction with that firm or company. 

(C) ADirector shall not vote (or be counted in the quorum at a meeting of the Directors) 

in relation to any resolution of the Board relating to any contract or affangement or 

other proposal in which he has an interest which (when taken together with any 

interest of any of his associates) is to his knowledge a material interest and, if he 

purports to do so, his vote shall not be counted, but this prohibition shall not apply 

and a Director may vote (and be counted in the quorum) in respect of any resolution 

concerning any one or more of the following matters: 

(Ð the giving to him or any of his associates of any guarantee, indemnity or 

security in respect of money lent or obligations incurred or undertaken by him 

or any of them at the request of or for the benefit of the Company or any of its 

subsidiaries; 

(iÐ the giving to a third party of any guarantee, indemnity or security in respect of 

a debt or obligation of the Company or any of its subsidiaries for which he 

himself or any of his associates has assumed responsibility in whole or in part 

and whether alone or jointly under a guarantee or indemnity or by the giving of 

security; 

(iii) any proposal concerning an offer of shares or debentures or other securities of 

or by the Company or any other company which the Company may promote or 

be interested in for subscription or purchase where the Director or any of his 

associates is or is to be interested as a participant in the underwriting or 

sub-underwriting of the offer; 

(iv) any contract or ¿urangement in which he or any of his associates is interested in 

the same maûler as other holders of shares or debentures or other securities of 

the Company by virtue only of his or their interest in shares or debentures or 

other securities of the Company; 

(v) any proposal or arrangement concerning any other company (not being a 

company in which the Director and any of his associates in aggregate own 5 

percent or more) in which he or any of his associates is interested directly or 

indirectly as an offrcer or shareholder or in which he or his associates is/are 

-3-

eneficially interested in shares of that company; 

(vi) any proposal or arrangement concerning the adoption, modification or 

opê.ution of a pension fund or retirement, death or disability benefits scheme 

which relates both to Directors, their associates and employees of the 

Company or of any of its subsidiaries and does not provide in respect of any 

Director, or any of his associates, as such any privilege or advantage not 

generally accorded to the class of persons to which the fund or scheme relates; 


(vii) any proposal or arrangement conceming the benefit of employees of the 

Compa¡-y or of any of its subsidiaries including the adoption, modification or 

operation of any employees' share scheme or any share incentive or share 

optiott scheme under which the Director or any of his associates may benefit. 

(D) A company shall be deemed to be one in which a Director and any of his associates 

in aggregate own 5 percent. or more if and so long as (but only if and so long as) 

they ãreleither directly or indirectly) the holder of or beneficially interested in 5 

percent. or more of any class of the equity share capital of that company in issue (or 

ãf *y third company through which the interest of the Director or that of his 

associates is derived) or of the voting rights available to members of that company. 

For the purpose of this paragraph of this Article there shall be disregarded any 

shares held üy the Directõr or any of his associates as bare or custodian trustee and 

in which he and his associates have no beneficial interest, any shares comprised in a 

trust in which the interest of him and his associates is in reversion or remainder if 

and so long as some other person is entitled to receive the income of the trust and 

any shareslomprised in an authorized unit trust scheme in which he or any of his 

associates is interested only as a unit holder' 

(E) Where a company in which a Director and any of his associates rn aggegate own 5 

percent o, *å." is materially interested in a contract, proposal or anangement, he 

ihull ul.o be deemed materially interested in that contract, proposal or a:rangement. 

(F) If any question arises at any meeting as to the materiality of an interest of a Director 

(other ihan the chairman of the meeting) or any of his associates or as to the 

entitlement of any Director (other than the chairman of the meeting) to vote and the 

question is not iesolved by his voluntarily agreeing to abstain from voting, the 

question shall be referred to the chairman of the meeting and his ruling in relation to 

the Director concemed shall be final and conclusive except in a case where the 

nature or extent of the interest of the Director concerned or any of his associates, so 

far as known to him, has not been fairly disclosed. If any question shall arise in 

respect of the chairman of the meeting or any of his associates and is not resolved 

by his voluntarily agreeing to abstain from voting, the question shall be decided by 

a resolution of the Drectors (for which purpose the chairman shall be counted in the 

quonrm but shail not vote on the matter) and the resolution shall be final and 

conclusive except in a case where the nature or extent of the interest of the chairman 

or any of his associates, so far as known to him, has not been fairly disclosed." 

(10) by replacing the words "special resolution" by the words "ordinary resolution" contained 

in both the main text and the margin inArticle 99; 

-4-

(11) by deleting the existing Article 100 in its entirety and replacing therefor with the 

following: 

"The minimum period required of the notice to the Company of the intention to propose 

a person for elèction as a Director, not being a retiring director, and notice to the 

Company by such person of his willingness to be elected, will be at least seven days. The 

period for lodgement of the notices referred to above will commence no earlier than the 

ãay after the despatch of the notice of the meeting appointed for such election and end no 

' 

laler than seven days prior to the date of such meeting'" 

(lZ) by adding a new heading with the words "IJntraceable Members" after the section 

headed "Indemnity'' and by adding the following as new Article 167 immediately after 

Article 166: 

"Without prejudice to the powers of the Directors under Article I42 and the provisions of 

Article 168, the Company may cease sending cheques for dividend entitlements or 

dividend warrants by post if such cheques or warrants have been left uncashed on two 

consecutive occasions. However, the ComparLy may exercise the power to cease sending 

cheques for dividend entitlements or dividend warrants after the first occasion on which 

such a cheque or warant is returned undelivered." 

(13) by adding the following as new Article 168 immediately after the new Article 167: 

. (a) all cheques or warrants, being not less than three in total number, for any sum 

payable in cash to the holder of such shares in respect of them sent during the 

ielevant period in the manneï authorized by these Articles have remained uncashed; 

(b) so far as it is aware at the end of the relevant period, the Company has not at any 

time during the relevant period received any indication of the existence of the 

member who is the holder of such shares or of a person entitled to such shares by 

death, bankruptcy or operation of law; 

(c) the Company has caused an advertisement to be inserted in the manner specified in 

Article 155 of its intention to sell such shares and a period of three months has 

elapsed since the date of such advertisement; and 

(d) the Company has notified the Stock Exchange of its intention to effect such sale. 

For the puryose of the foregoing, "relevant period" means the period commencing 

twelve yeais before the date of publication of the advertisement referred to in 

purugruih (c) of this Article and ending on the expiry of the period referred to in 

that paragraph. 

To give effect to any such sale the Board may authorise any person to transfer the 

said shares and the instrument of transfer and contract notes signed or otherwise 

executed by or on behalf of such person shall be as effective as if it had been 

executed by the registered holder or the person entitled by transmission to such 

shares, and the purchaser shall not be bound to see to the application of the purchase 

"The Company shall have the power to sell, exercisable by and in such manner as the 

Board thinks fit, any shares of a member who is untraceable, but no such sale shall be 

made unless:- 

-5-

money nor shall his title to the shares be affected by any irregularity or invalidity in 

the proceedings relating to the sale. The net proceeds of the sale wiil belong to the 

Company *d opott receipt by the Company of such proceeds it shall become 

indebted to the former shareholder for an amount equal to such net proceeds. No 

trusts shall be created in respect of such debt and no interest shall be payable in 

respect of it and the Company shall not be required to account for any money 

earned from the net proceeds which may be employed in the business of the 

Company or as it thinks fit. Any sale under this Article shall be valid and effective 

no¡¡¡ithsianding that the member holding the shares sold is dead, bankrupt or 

otherwise under any legal disability or incapacity'" 

(Sd.) Zhane Hone Ren 


-6-


SINO.I TECHI{OLOGY LIMITEI) 

+Etrffi{ã,HÊ]3RAE 

(the "ComPany'') 

(incorporated in Hong Kong with limited liability) 

Passed on the 16th day ofAPril2004 

At the extraordinary general meeting of the shareholders of the Company held at Salon II, 

The Ballroom Level 1Þ:;, fne Ritz-Carlton, 3 Connaught Road Central, Hong Kong on 16 

Apr\l2004 at 11:00 a.m., the following resolutions were dulypassed: - 

AS A SPECIAL RESOLUTION 

"THÄT, subject to the fulfilment of those conditions numbered 1',3,4 and 5 in the section 

headed "Conditions of Capital Reduction and Distribution" in the circular of the Company 

dated 23 ¡y1arch2004 (the"Circular") (a copy of which is produced to the Meeting marked 

"8" and signed by the chairman of the Meeting for the pulpose of identification): 

(a) (i) the nominal value of each of the shares of HK$0.10 each in the capital of the 

òo-pury ("Shares") in issue on the date on which the petition for confirmation of 

the reduction of capitalherein is heard by the Court (as defined in the Circular)(the 

"Relevant Date") bè reduced by cancelling paid up capital to the extent of HK$0.09 

on each of such issued Shares and the nominal value of all issued Shares and 

unissued shares in the authorised share capital of the Company be reduced from 

HK$0.10 to HK$0.01 each; and (ii) the balance standing to the credit of the share 

premium account of the Company as at the Relevant Date be reduced by an amount 

o f HK$4 3 3,5 4I,O 62. 5 5 (collectively, the " C apital Reduction") ; 

(b) the total credit arising from the Capital Reduction be applied to effect a distribution 

of those shares of HK$0.01 each in the capital of South Sea Holding Company 

Limited ("South Sea Shares") which are held by the Company's wholly owned 

subsidiaries at the Relevant Date and that such South Sea Shares be distributed to 

those members of the Company, other than the Overseas Shareholders (as defined 

below), whose names appear on the register of members of the Company (the 

"Register") on a date ("Record Date") to be determined by the directors of the 

Company for this purpose ("Qualifying Shareholders"), in the proportion of 75,756 

South Sea Shares fot "u.ry 

10,000 shares in the capital of the Company then held by 

the Qualifying Shareholders (the "Distribution") and any balance of such South Sea 

Shares not so distributed shall be sold in the market for the benefit of the Company; 

-1-

(c) no South Sea Shares shall be distributed to those members of the Company whose 

names appear on the Register on the Record Date and whose addresses as appearing 

on the Register are in places outside Hong Kong ("Overseas Shareholders"); all such 

South Sea Shares shall be sold in the market and the net proceeds of sale derived 

therefrom, after deduction of all related expenses, shall be distributed in Hong Kong 

dollars to the Overseas Shareholders pro rata to the entitlements they would have 

had to such South Sea Shares under the Distribution had they been Qualifying 

Shareholders, unless the amount falling to be distributed to any such persons shall be 

less than HK$100 in which case such amount shall be retained for the benefit of the 

Company; 

(d) no fraction of a South Sea Share shall be distributed but fractional entitlements shall 

be aggregated and sold for the benefit of the Company 

(e) the directors of the Company or any of them be and are hereby authorised to do and 

execute on behalf of members of the Company, or to appoint a person or persons to 

do and execute on behalf of members of the Company, instruments of transfer and 

related contract notes in respect of the South Sea Shares and any other acts, deeds 

and documents necessary to give effect to the transfer of the South Sea Shares and 

the registration of such shares in the name of the relevant member as contemplated 

under the Distribution; and 

(Ð the directors of the Company or any of them be and are hereby authorised generally 

to do and execute all such acts, documents, deeds and things as they shall, in their 

absolute discretion, deem appropriate or desirable to effect and implement the 

Capital Reduction and the Distribution or otherwise in connection therewith, 

including, without limitation, to seek confirmation from, and authorise Counsel on 

behalf of the Company to provide any undertaking as is necessary to, the Court (as 

defined in the Circular) in respect of the Capital Reduction and the Distribution and 

to settle any difficulty or arrangement which may arise in regard to the Capital 

Reduction and the Distribution as they think fit." 

(Sd.) Zhang Hong Ren 


a 

-L-

CompanyNo:2543 



OF 


+@H{fiFlÉ,H.Êl]RÊ 

Passed on the 8th day of September 2003 

At the extraordinary general meeting of the shareholders of Sino-i Technology Limited (the 

"Company") held at Chater Room II, Function Room Level (B1), The Ritz-Ca¡lton, 3 

Connáught Road Central, Hong Kong on 8 September 2003 at 11:15 a.m., the following 

resolution was duly passed as a Special Resolution: - 

"THAT the Articles of Association of the Company be amended in the following manner: 

(a) by inserting the following definition inArticle 1: 

' 

"Clearing House" means a recognized clearing house within the meaning of the 

Securitiei and Futures Ordinance (Chapter 571 of the laws of Hong Kong) or a clearing 

house recognized by the laws of the jurisdiction in which the shares of the Company are 

listed or quoted on a stock exchange in such jurisdiction. 

(b) by deleting the existing Article 38 and substituting therefor the following new Article 38: 

38. All transfer of shares may be effected by an instrument of transfer in writing in the 

form contained in Schedule A hereto, or in the usual and common form or in any 

other form acceptable to the Directors and may be under hand or, if the transferor 

or the transferee is a Clearing House (or its nominee), by hand or by machine 

imprinted signature or by such other manner of execution as the Directors may 

approve from time to time. 

(c) by deleting the existing Article 7l and substituting therefor the following new Atiicle 77: 

77. Where a shareholder is a Clearing House (or its nominee), it may appoint such 

person or persons as it thinks fit to act as its proxy or proxies or as its corporate 

representative or representatives at any general meeting of the Company or at any 

meeting of any class of shareholders provided that, if more than one proxy or 

. corporate representative is so appointed, the appointment shall specify the number 

and class olshares in respect of which each such proxy or corporate representative 

is so appointed. A person so appointed under this Article shall be entitled to 

exercisè the same powers on behalf of the Clearing House (or its nominee) which 

he represents as that Clearing House (or its nominee) could exercise as if it were 

an individual shareholder." 

(Sd.) Zhang Hong Ren 


Company No: 2543 

THE COMPAT\IES ORDTNAI\CE (CHAPTER 32) 


OF 

SINO-I.COM LIMITEI) 

+EtrI,E,ÍË,HÊ.I]RAE 

Passed on 11 July2003 

At the Extraordinary General Meeting of Sino-i.com Limited +EffifiEfË,H.Ê^[IR^tr 

(tlre "Company') held on 11 July 2003, the following resolution was duly passed as a 

. Special Resolution: - 

THAT subject to the approval of the Registrar of the Companies in Hong Kong, 

the name of the Company be changed to: 

.(SINO.I TECHNOLOGY LIMITEI) 

+EtrffiE,H.äPRâ\E" 

Dated this 1lth day of July, 2003 






OF 


+EtrfrFtË,É.Ê^FRâ\E 

Passed on the 29th day ofAugust 2002 

At an Extraordinary General Meeting of Sino-i.com Limited (the "Company") held at Chater 

Room III, Function Room Level, The Ritz-Carlton, 3 Connaught Road Central, Hong Kong 

on Thursday,2g August 2002 at 11:15 a.m., the following resolutions v/ere dulypassed as a 

Special Resolution: - 

"THAT Article 106 of the Company's Articles of Association be amended by adding to the 

end the following words: 

"The Board or any committee of the Board may participate in a meeting of the Board or such 

committee by means of a conference telephone or similar communications equipment through 

which all persons participating in the meeting can communicate with each other 

simultaneously and instantaneously and, for the purpose of counting a quorum, such 

participation shall constitute presence at a meeting as if those participating were present in 

person."" 

Daied the2gth day ofAugust2002. 


Zhang Hong Ren 


fR 


(GHAPTER 32) 

GERTI FICATE OF REGISTRATION 

ON REDUCTION OF CAPITAL 

UNDER SECTION 61 

++ 

SINO.I.COM LIMITEI) 

t El *€1ä ,g ä rÊâ Él 

having by special resolution reduced its capital as confirmed by an Order of 

the High Gourt of the Hong Kong Special Administrative Region dated 

27 June 2001 and having delivered the Order and the Minute referred to therein, 

I hereby certify the registration of this Order and Minute on 5 July 2001. 

r ìð ìË ä+ rù * * È, 9' Ar å' fr -Lü æ + Ëå+ fll 41 ü. E Ë + 

È Ë;i$=s +- x n : + t E ä È - fi â+4g¡rt # fll 

* *,,fr 4.+tü 4 ââ Lû ffi Êt tr ft , ,È /\fr,ü Jt # EÃ, 

rbôâa.r¿ * r,rs: $ + - + t E E- E âËú Ë È o 

lssued by the undersigned on 19 July 2OO1. 

+#ttè=$+-4+n+)LElääc 

for Registrar of Gompanies 

Hong Kong 

êËaaÈ#A^È.å. 

(fi m + R+î>

CompanyNo.2543 

THE COMPANIES ORDINANCE 

(CHAPTER 32) 

RESOLUTIONS 

OF 


+HtrNETË,Ë.ÉPRAE 

PASSED ON THE 9TH DAY OF ruLY 2OO1 

At an Extraordinary General Meeting of Sino-i.com Limited (the "Company'') held at Chater 

Room II, Function Room Level, The Ritz-Carlton, 3 Connaught Road Central, Hong Kong on 

Monday, 9 July 2001 at 1l:00 a.m., the following resolutions were passed as ordinary 

resolutions: 

1. 

..THAT: 

the agreement dated 20 March 2001 as modified and supplemented by a supplemental 

agreement dated 10 May 2001 (the "Properties Únjection Agreement") made between 

Learning Concepts Holdings Limited ("LCH") and the Company for (i) the acquisition 

by LCH of certain shares in the capital of Liu Wan Development (BVD Company 

Limited and certain properties located in Nanjing, the People's Republic of China; and 

(ii) the grant of two options by the Company to LCH ("Options") to acquire certain 

shares in the capital of Listar Properties Limited and Hancheers International 

Enterprise Limited respectively, a copy of which has been produced to the meeting 

marked ",A." and has been signed by the Chairman of the meeting for the purpose of 

identifrcation, and the transactions contemplated under the Properties Injection 

Agreement (including without limitation the grant of the Options) be and are hereby 

approved; and the directors of the Company be and are hereby authorized on behalf of 

the Company: 

(a) to sign, seal, execute, perfect and deliver all such documents and do all such deeds, 

acts, matters and things as they may in their discretion consider necessary or 

desirable for the purpose of or in connection with the implementation of the 

Properties Inj ection Agreement; 

(b) to exercise or enforce all of the rights of the Company under the Properties 

Inj ection Agreement; and 

(c) to complete the Properties Injection Agreement in accordance with its items." 

..THAT: 

the agreement dated 20 March 2001 as modified and supplemented by a supplemental 

agreement dated 10 May 2001 (the "Rich King Agreement") made between Learning

Concepts Holdings Limited ("LCH") and the Company for the acquisition by the 

Company of the entire issued share capital of Rich King Inc. from LCH, a copy of 

which has been produced to the meeting marked "8" and has been signed by the 

Chairman of the meeting for the purpose of identification, and the transactions 

contemplated under the Rich King Agreement be and are hereby approved; and the 

directors of the Company be and are hereby authorized on behalf of the Company: 

(a) to sign, seal, execute, perfect and deliver all such documents and do all such deeds, 

acts, matters and things as they may in their discretion consider necessary or 

desirable for the purpose of or in connection with the implementation of the Rich 

King Agreement; 

(b) to exercise or enforce all of the rights of the Company under the Rich King 

Agreement; and 

(c ) to complete the Rich King Agreement in accordance with its items." 

ô 

J. 

..THAT: 

conditional on and immediately upon the reduction of capital of the Company (the 

"Capital Reduction") becoming effective, pursuant to which the nominal value of each 

issued and unissued share in the capital of the Company will be reduced from HK$0.50 

to HK$0.10 as announced by the Company on 4 April 2001, the authorized share 

capital of the Company be increased frorn an amount of HK$600,000,000 existing 

immediately upon the Capital Reduction becoming effective to HK$3,000,000,000 by 

the creation of 24,000,000,000 new shares of HK$0.10 each, ranking pari passu with 

the shares of the Company existing immediately after implementation of the Capital 

Reduction." 

4. 

..THAT: 

(a) subject to paragraph (c) of this Resolution, the exercise by the directors of the 

Company during the Relevant Period (as hereinafter defined) of all the powers of 

the Company to allot, issue and deal with additional shares in the capital of the 

Company and to allot, issue or grant securities convertible into such shares, or 

options, warrants or similar rights to subscribe for any such shares or such 

convertible securities and to make or gtant offers, agreements and options which 

might require the exercise of such power whether during or after the end of the 

Relevant Period be and is hereby generally and unconditionally approved; 

(b) the approval in paragraph (a) of this Resolution shall be in addition to any other 

authonzations given to the directors of the Company and shall authorize such 

directors during the Relevant Period to make or grant offers, agreements and 

options which might require the exercise of such potwer after the end of the 

Relevant Period; 

(c) the aggregate nominal amount of share capital allotted or agteed conditionally or 

unconditionally to be allotted (whether pursuant to an option or otherwise) and 

issued by the directors of the Company pursuant to the approval given in paragraph 

(a) of this Resolution, otherwise than pursuant to (i) a Rights Issue; (ii) an issue of

shares as scrip dividends pursuant to the articles of association of the Company 

from time to time; (iii) an issue of shares under any option scheme or similar 

arrangement for the time being adopted for the grant or issue to employees of the 

Company and/or any of its subsidiaries of shares or rights to acquire shares of the 

Company; or (iv) an issue of shares pursuant to the exercise of rights of 

subscription or conversion under terms of any warrants issued by the Company or 

any securities which are convertible into shares in the Company, shall not exceed 

20o/o of the aggregate of the nominal amount of the issued share capital of the 

Company at the date of passing of this Resolution and the said approval shall be 

limited accordingly; 

(d) subject to the passing of each of paragraphs (a), (b) and (c) of this Resolution, any 

prior approvals of the kind refened to in paragraphs (a), (b) and (c) of this 

Resolution which had been granted to the directors of the Company and which are 

still in effect be and are hereby revoked; and 

(e) for the purpose of this Resolution: 

"Relevant Period" means the period from the passing of this Resolution until 

whichever is the earlier of: 

(Ð the conclusion of the next annual general meeting of the Company; 

(iÐ the expiration of the period within which the next annual general meeting of 

the Company is required by law to be held; and 

(iii) the date on which the authority set out in this Resolutions is revoked or varied 

by an ordinary resolution of the shareholders of the Company in general 

meeting. 

"Rights Issue" means an offer of shares open for a period fixed by the directors of 

the Company to the holders of shares of the Company on the register on a fixed 

record date in proportion to their then holdings of such shares as at the date (subject 

to such exclusion or other arrangements as the directors of the Company may deem 

necessary or expedient in relation to fractional entitlements or having regard to any 

restrictions or obligations under,the laws of, or the requirements of any recognised 

regulatory body or any stock exchange in, any territory outside Hong Kong 

applicable to the Company)." 

5. 

..THAT: 

(a) 

subject to paragraph (b) of this Resolution, the exercise by the directors of the 

Company during the Reievant Period (as hereinafier defined) of all the powers 

of the Company to repurchase shares in the capital of the Company on The 

Stock Exchange of Hong Kong Limited (the "Stock Exchange") in accordance 

with all applicable laws and the requirements of the Rules Governing the 

Listing of Securities on the Stock Exchange as amended from time to time be 

and is hereby generally and unconditionally approved;

(b) 

the aggregate nominal amount of shares in the Company which may be 

repurchased by the Company pursuant to the approval in paragraph (a) of this 

Resolution shall not exceed 10Yo of the aggregate of the nominal amount of 

the share capital of the Company in issue at the date of passing of this 

Resolution; and the said approval shall be limited accordingly; 

(c) subject to the passing of each of paragraphs (a) and (b) of this Resolution, any 

prior approvals of the kind referred to in paragraphs (a) and (b) of this 

Resolution which had been granted to the directors of the Company and which 

are still in effect be and are hereby revoked; and 

(d) for the pufposes of this Resolution, "Relevant Period" means the period from 

the passing of this Resolution until whichever is the earlier of: 

..THAT: 

(Ð the conclusion of the next annual general meeting of the Company; 

(iÐ the expiration of the period within which the next annual general 

meeting of the Company is required by law to be held; and 

(iiÐ the date on which the authority set out in this Resolutions is revoked or 

varied by an ordinary resolution of the shareholders of the Company in 

general meeting." 

subject to the passing of resolutions numbered 4 and 5 set out in the notice convening 

this Meeting, the general mandate granted to the directors of the Company to issue and 

dispose of additional shares pursuant to resolution numbered 4 set out in the notice 

convening this Meeting be and is hereby extended by the addition thereto of an amount 

representing the aggregate nominal amount of the share capital of the Company 

repurchased by the Company under the authority granted pursuant to resolution 

numbered 5 set out in the notice convening this Meeting, provided that such amount of 

shares so repurchased shall not exceed 10% of the aggregate of the nominal amount of 

the share capital of the Company in issue at the date of passing of this Resolution." 

lSd.) Zhans Hons Ren 


4LR.ò 

IN TIIE HIGH COURT OF THE 

HONG KONG SPECIAL ADMINISTRATIVE REGION 

CO{JRT OF FIRST INSTANCE 

MISCELLANEOUS PROCEEDINGS NO.2427 of 2001 

IN TIIE MATTER of Sô{O-LCOM LIMITED 

lvtP 2427/2A0t 

And 

- 5 j{Jl 2001 

IN TTIE MAITER of the Companies Ordinance 

(Chapter 32) 

ORDER 

LIPON the application by Petition dated 4th May 2001 of the above-named Sino-I.Com Limited 

("The Company') the Petitioner named in the Petition presented to this Court in the above matters 

on 4ü Mray 20OI; 

AND LIPON hearing the counsel fo¡ the Company; 

AND UPON reading the said Petition, the order dated 29th }y'ray 2001 whereby it was ordered. that 

Section 59(2) of the above-mentioned Ordinance shall not apply as regards any class of creditors 

of the Company, theAfidavits of Lam Bing Kwan dated. 4ú May 2001 and 9ü May 2001 an¿ the 

exhibits referred to in the said affidavits, and the Affirmation of Watt Ka po James affrrmed on 

14.6'2001and the Affirmation of Tsoi Chi Kai affirmed. on 18ü June 2001 and the exhibits thereto, 

including copies of the letters sent to the note holde4 National Day Resources Limited and 

beneficiaries under the Sha¡e Option Scheme of 29h October 1999, and,extacts from the South 

China Morning Post and the Hong Kong Economic Journal of 11ù Jrure 2001 each containing a 

-1-

notice of the presentation of the said Petition and that the same was appointed to be heard this day; 

AND UPON the undertaking of the Company through counsel to give l4 days notice speciñcally 

to the note holder, National Day Resources Limited and to each of the beneficiaries under the share 

option scheme of 29th october 7999 havins been complied with. 

AND UPON THE COMPANY through it's Counsel undertaking that the sum of approximately 

HK$1,565,801,951 arising upon the said reduction being effected will be credited to a special 

reserve of the Company which will notbe treated as realisedprofit of the Company as long as there 

shall remain outstanding liabilíties of the Company which would be admissible to proof in a 

winding up of the Company commencing on the Effective Date (the "Relevant Debts") and the 

persons to whom such Relevant Debts are due ("the Creditors") shall not have agreed otherwise, 

provided that the amount standing to the credit of the special reserve , from time to time, shall be 

the lesser of the excess or the aggregate amount of the Relevant Debts remaining due to Creditors 

who have not consented to the reduction of the special reserve by the amount of the Reievant Debts 

due to them from the Company. 

AND LIPON the undertaking of the Company through counsel that the Company would mention in 

all published financial statements, accounts and prospectus of the Company that the sum of 

approximately HK$1,565,801,951 arising upon the said reduction being effected will be credited. 

to a special reserve of the Company which will not be treated as realised profit of the Company as 

long as there shall remain outstanding liabilities of the Company which would be admissible to 

proof in a winding up of the Company commencing on the Effective Date (the "Relevant Debts',) 

and the persons to whom such Relevant Debts are due ("the Creditors") shall not have agreed 

otherwise, provided that the amount standing to the credit ofthe special reserve , from time to time, 

shall be the lesser of the excess or the aggregate amount of the Relevant Debts remaining due to 

Creditors who have not consented to the reduction of the special reserve by the amount of the 

Relevant Debts due to them from the Company. 

IT IS ORDERED TIIAT the reduction of the capital of the Company from HK$3,000,000,000 

divided into 6,000,000,000 ordinary shares of HKS0.50 each to HK$600,000,000 divided into 

a

6,000,000,000 shares of HK$O,10 each resolved. on and proposed to be effected by a Special 

Resolution duly passed on 3'd May 2001 be and is 

provisions of the above-mentioned Ordinance; 

hereby confirmed in accordance with the 

AND THE COURT DOTH IIEREBYAPPROVE the Minute set out in the Schedule of this Order; 

AND rT IS ORDERED that this order be produced to the Registrar of Companies and that an 

office copy hereof be delivered to him, together with a copy of the said Minute. 

AND IT IS FURTI{ER ORDERED that notice of the registration by the Registrar of Companies 

of this order (so far as it confirms the reductíon of the capital of the Company) and. of the said 

Minute be published once in Englistr in South China Moming Post and once in Chinese in the 

Hong Kong Economic Journal within 2r days after such registration. 

THE SCHEDI]LE ABOVE REFERRED TO 

Minute Approved bv the Court 

SINO-I.COM LMITED 

Th 

an 

an 

MINUTE APPROVED BY THE COURT ON 27ITT JUNE 2OO1 

was by virtue of a Special Resolution passed at 

held on 3'o May 2001 and with the sanction of 

2001, reduced from HK$3,000,000,000 divided 

into 6,000,000,000 ordinary shares of HK$0.50 each to HK$600,000,000 ¿ividéd into 

tion is eflected by canceling paid-up 

f ä nii'tri *åï tiiì'ä'ä :l L 

d ordinary shares in the capital of the Company 

from $HK0.50 to HK$O.10. Byvirhre of the said Order and the said Special Resolution the 

share 

rythorized 

capital of the Company on the regishation of this minute is HKS600,000,000 

divided into 6,000,000,000 ordinary shares of HK$0.10 each and. the issued share capital of the 

Company on the registration of this minute is HK$391,450,487.70 divided into 3,911,5 04,g77 

shares of HKg0.i0 each. 

3

Preston Gates & Ellis, 

Solicitors for the Company 

1Oth Floor, Hutchison Hoùse, 10, 

Harcourt Road, Central, Hong Kong 

Dated this27th day of June 200I. 

Registrar 

-4-

\ 

MP2427t2001 

IN TITE HIGH COURT OF THE 

HONG KONG SPECIAL ADMINISTRATIVE REGION 

COURT OF FIRST INSTANCE 

MISCELLANEOUS PROCEEDINGS NO.2427 of 200r 

IN THE MATTER OF SINO-I.COM LIMITED 


IN THE MATTER of the Companies Ordinance (Chapter 32) 

ORDER 

Filed on , $fl f,*t/ )ool. 

Served on: 

PRESTON GATES & ELLIS 

10ù Floor, Hutchison House 

10 Ha¡courtRoad, 

Central, Hong Kong 

Tel:2230 3588 Fax: 2899 2996 

Ref.: 42503 -00026/I{KA/ LKP 

-5-

Compary No: 2543 



OF 

SINO-I.COM LIMITEI) 

+EäÍf,,ç.IË,Ë.Ê.FRAE 

Passed on the 3rd day of May, 2001 

At an Extraordinary General Meeting of Sino-i.com Limited (the "Company") held at Chater 

Room fV, Conference Level 1, The Ritz-Carlton, 3 Connaught Road Central, Hong Kong on 

Tlrursday, 3 May 200L at 11:00 4.M., the following resolution was duly passed as a Special 

Resolution: 

"TIIAT subject to confirmation by the High Court of the Hong Kong Special Administrative 

Region, pursuant to A¡ticle 50 of the Articles of Association of the Company, the autho¡ized. 

share capital of the Company of HK$3,000,000,000 divided into 6,000,000,000 ordinary 

shares of FIK$0.50 each be reduced to HK$600,000,000 divided into 6,000,000,000 ordinary 

shares of HK$O.10 each and that such reduction be effected by canceling paid-up capital to 

tlre extent of HK$0.40 upon each of the 3,914,504,877 ordinary shares in issue as at 6 April 

2001 (being the latest practicable date prior to the printing of this notice) and any further 

ordinarl' shales which may be issued prior to the date on which the petition for the 

confirmation of the reduction of capitai herein is heard by the High Court of the Hong Kong 

Special Administrative Region and by reducing the nominal amount of all the issued and 

unissued ordinary shares in the capital of the Company from HK$0.50 to HK$0.10 and the 

sum of about HK$1,565,801,951 arising from such reduction be credited to a special capitai 

reserve account of the Company." 

(Sd.) Lam Bing Kwan 

Lam Bing Kwan 


Company No.: 2543 


(CHAPTER 32) 

RESOLUTIONS 

OF 

SINO.I.COM LIMITED 

È E ft.r6 .fÈ ,g- ã ru,À a 

PASSED ON THE 29TH DAY OF OCTOBER, 1999 

At an Extraordinary General Meetìng of Sino-i.com Limited (the "Company") held at Coral Room, 3/F, 

Furama Hotel, One Connaught Road Central, Hong Kong on Friday,29th October 1999 at 10:15 a.m., the 

following resolutions were passed as ordinary resolutions:- 

1 . "THAT the share option scheme of the Company as set out in the Rules of the Share Option Scheme, 

a copy of which has been produced to the meeting marked "4" and signed by the Chairman for the 

purpose of identification, and a summary of which has been included in the circular to shareholders of 

the Company dated ll October 1999, be approved and adopted by the Company and that the Directors 

of the Company be authorised to do all acts, things and deeds which they may consider necessary or 

expedient for implementing and giving effect to the said scheme, including but not limited to the offer 

or grant of options under the said scheme and the issue and allotment of shares of the Company upon 

exercise of any such options." 

2- "THAT:- 

(a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant 

Period (as hereinafter defined) of all the por,vers of the Company to repurchase shares of HK$0.50 

each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock 

Exchange"), in accordance with all applicable laws and the requirements of the Rules Governing 

the Listing of Securities on the Stock Exchange and of any other stock exchange as amended 

from time to time, be and is hereby generally and unconditionally approved; 

(b) the aggregate nominal amount of shares of the Company to be repurchased by the Company 

pursuant to the approval in paragraph (a) above shall not exceed l07o of the aggregate nominal 

amount of the share capital of the Company in issue ât the date of this Resolution and the said 

approval shall be limited accordingly; and 

(c) for the purposes of this Resolution, "Relevant Period" means the period from the passing of this 

Resolution until whichever is the eadier of:- 

(i) 

the conclusion of the next annual general meeting of the Company;

-II 

(ii) 

the expiration of the period within,which the next annual general meeting of the Company 

is required by law to be held; and 

"THAT:- 

(iii) the date on which th€ authority set out in this Resolution is revoked or varied by an 

ordinary resolution of the shareholders in general meeting.,, 

(a) subject to paragraph(b) below, the exercise 

Period (as defined in Resolution 2(c) set ou 

the Company to allot, issue and deal with ad 

Company and to make or grant offers, agr 

of such power whether during or after the 

and unconditionally approved; and 

(b) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally 

to be allotted (whether. pursuant to an option or otherwisã) and issued by ihe Director* àf th" 

Company pursuant to the approval given in.paragraph (a) ábove, otherwiíe tnan pursuant to qi¡ 

a Rights Issue; (ii) an issue of shares as scriþ oviaàn¿s purruuni to the Articles of Association 

of the Company from time to time; or (iii) an issue of shaies under any option scheme or similar 

arrangement for the Company and/or 

anY of its s ghts to shall not exceed 

2OVo of the 

of the 

ny at the date of 

this Resolut 

shail b 

"Rights Issue" means an offer of shares open for a period fi 

the Company 

to the holders of sha^res of the company on the ."girt", on 

proportìon to 

their then holdings of such shares as at that date isuÈ.¡ect to s 

arrangements 

as the Directors of .the 

Company may deem necessary or expedient in relation to frãctional 

entitlements or having regard to any restrictions or obligations under the laws of, or the 

requirements of any. recognìzed regulatory body o. uny rto.Ë exchange in, any territory outside 

Hong Kong applicable to rhe Company).;' 

4 

"THAT, subject to the passing of the Ordinary Res 

this meeting, the general mandate granted tó the 

additional shares pursuant to the Ordinary R 

be and is hereby extended by the addition 

amount of the share capital of the Company repurc 

pursuant to the Ordinary Resolution No.2 set out i 

such amount of shares so repurchased shall not ex 

issued share capital of the company at the date of this Resolution." 


Lam Bing Kwan 



CoMPANTES ORDINANCE (CHAPTER 32) 


OF 

SOlJTtl SEA DElJELOPfIllEllT COtYlPAlllY LIIUIITED 

'+r)6áÆ-âFR^4 

PASSED ON THE 3OTH DAY OF AUGUST, 1999 

The following resolution was passed at an extraordinary general meeting of the Company 

held on 30th August, 1999'. 

As Special Resolution 

THAT the name of the Company be changed to:- 

..SINO-I.COM LIMITED + E*.ÃEIã,gã-TR/ÀA''. 

Dated the 30th day of August, 1999 


Lam Bing Kwan 




(CHAPTER 32) 

RESOLUTIONS 

OF 

SOlJTtl $EA DEìJELOPIYIEl'lT COÍvlPA[lY LItrlITED 

! 

Él #& ñ IIR 

PASSED ON TrrE 30TH DAY OF AUGUST, 1999 

At an Extraordinary General Meeting of South Sea Development Company Limited (the "Company") held at 

Tang Room, 4/F, Furama Hotel, One Connaught Road Central, Hong Kong on Monday, 30th August 1999 at 

10:00 a.m., the following resolutions were passed as Ordinary Resolutions:- 

1. "THAT the sale and purchase agreement dated 21" June 1999 between Yu Pun Hoi and the Company 

(the "Share Agreement"), information relating to which is set out in a circular to shareholders of the 

Company dated 29,h July 1999, a copy of which has been produced to the meetíng marked "4" (the 

"Circular"), and a copy of which Share Agreement has been produced to the meeting marked "8" and 

signed for the purpose of identification by the Chairman thereof, be and is hereby approved and the 

directors of the Company be and are hereby authorised to do all such things they may consider necessary 

to give effect to the Share Agreement, including the issue and allotment of new shares of the Company 

pursuant to the Share Agreement." 

2. "THAT the authorized share capital of the Company be increased from HK$2,000,000,000 to 

HK$3,000,000,000 by the creation of 2,000,000,000 shares of HK$0.50 each, such new shares ranking 

parì passu in all respects with the existing shares in the capital of the Company." 

3. "THAT:- 


Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.50 


Exchange"), in accordance \ilith all applicabte laws and the requirements of the Ruies Governing 



(b) the aggregate nominal amount of shares of the Company to be repurchased by the Company 

pursuant to the approval in paragraph (a) above shall not exceed l0% of the aggregate nominal 

amount of the share capital of the Company in issue at the date of this Resolution and the said 

approval shall be limited accordingly; and 

(c) for the purposes of this Resolution, "Relevant Period" means the period lrom the passing of this 

Resolution until whichever is the earlier of:- 

^ 

rJ

-II 

(i) 

the conclusion of the next annual general meeting of the Company; 

(ii) the expiration of the period within which the next annual general meeting of the Company 


(iii) the date on which the authority set out in this Resolution is revoked or varied by an 

ordinary resolution of the shareholde¡s in general meeting." 

4. 

"THAT:- 


Period (as defined in Resolution 3(c) set out in the notice of this meeting) of all the powers of 

the Company to allot, issue and deal with additional shares of HK$0.50 each in the capital of the 

Company and to make or grant offers, agreements and options which might require the exercise 

of such power whether during or after the end of the Relevant Period be and is hereby generally 



to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the 

Company pursuant to the approval given in paragraph (a) above, otherwise than pursuant to (i) 

a Rights Issue; (ii) an issue of shares as scrip dividends pursuant to the Articles of Association 

of the Company from time to time; or (iii) an issue of shares under any option scheme or simila¡ 

arrangement for the time being adopted for the grant or issue to employees of the Company and/or 

any of its subsidiaries of shares or rights to acquire shares of the Company, shall not exceed 

20Vo of the aggregate nominal amount of the issued share capital of the Company at the date of 

this Resolution and the said approval shall be limited accordingly. 

"Rights Issue" means an offer of shares open for a period hxed by the Directors of the Company 

to the holders of sha¡es of the Company on the register on a fixed record date in proportion to 

their then holdings of such shares as at that date (subject to such exclusions or other arrangements 

as the Directors of the Company may deem necessary or expedient in relation to fractional 


requirements of any recognized regulatory body or any stock exchange in, any tenitory outside 

Hong Kong applicable to the Company)." 

5 

"THAT, subject to the passing of the Ordinary Resolution Nos. 3 and 4 set out in the notice convening 

this meeting, the general mandate granted to the Directors of the Company to issue and dispose of 

additional shares pursuant to the Ordinary Resolution No.4 set out in the notice convening this meeting 

be and is hereby extended by the addition thereto of an amount representing the aggregate nominal 

amount of the share capital of the Company repurchased by the Company under the authority granted 

pursuant to the Ordinary Resolution No.3 set out in the notice convening this meeting, provided that 

such amount of shares so repurchased shall not exceed 107¿ of the aggregate nominal amount of the 

issued share capital of the Company at the date of this Resolution." 


Lam Bing Kwan 




(CHAPTER 32) 

RESOLUTIONS 

OF 

SOtJTll $EA DEUETOPfvlEl'lT COtTlPA}lY LIIïIITED 

'å'&æÊãFRlÀA 

PASSED ON TIIE 21ST DAY OF JUNE, 1999 


Coral Room I, 3Æ, Furama Hotel, One Connaught Road Central, Hong Kong on Monday, 21'r June 1999 ât 

l0:00 a.m., the following resolutions were passed as Ordinary Resolutions:- 

1. "THAT:- 

(a) 

(b) 

(c) 

subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant 

Period (as hereinatler defined) of all the powers of the Company to repurchase shares of HK$0.50 





the aggregate nominal amount of shares of the Company to be repurchased by the Company 

pursuant to the approval in paragraph (a) above shall not exceed IÙVo of the aggregate nominal 

amount of the share capital of the Company in issue (exctuding 15,000,000 shares forfeited by 

the Company) at the date of this Resolution and the said approval shall be limited accordingly; 


for the purposes of this Resolution, "Relevant Period" means the period from the passing of this 


(i) 

(ii) 


the expiration of the period within which the next annual general meeting of the Company 



ordinary resolution of the shareholders in general meeting."

-il 

2. 

"THAT:- 


Period (as defined in Resolution 1(c) set out in the notice of this meeting) of all the powers of 

the Company to allot, issue and deal with additional shares of HK$0.50 each in rhe capital of the 








of the Company from time to time; or (iii) an issue of shares under any option scheme or similar 



20Vo of the aggregate nominal amount of the issued share capital of the Company (excluding 

15,000,000 shares forfeited by the company) ar the date of this Resolution and the said approval 

shall be limited accordingly. 

"Rights Issue" means an offer of shares open for a period fixed by the Directors of the Company 

to the holders of shares of rhe Company on the register on a fixed record date in proportion to 


as the Directors of the Company may deem necessary or expedient in ¡elation to fractional 

entitlements or having regard to any restrictions or obligations under the laws of, or rhe 

requirements of any recognized regulatory body or any stock exchange in, any territory outside 


J. 

"THAT, subject to the passing of the Ordinary Resolution Nos. I and 2 set out in the notice convening 






such amount of shares so repurchased shall not exceed l\Vo of the aggregate nominal amount of the 

issued share capital of the Company at the date of this Resolution. 


Lam Bing Kwan 




(CHAPTER 32) 

RESOLUTIONS 

OF 

SOUTll SEA DEìJELOPrvlEl¡T COtrlPAl,lY LI|ìllITED 

L 

r+J i+æ& ãFR,* 4 

passED oN THE 25rH DAy OF SEPTEMBER, 1998 


Gloucester Room II, 3Æ., Excelsior Hotel, 28.1 Gloucester Road, Causeway Bay, Hong Kong ón Friday, 25rh 

September, 1998 at 10:10 a.m., the following resolutions were passed as Ordinary Resolutions:- 

1. "THAT:- 

(a) 

(b) 

(c) 


Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.50 



the Listing of Securities on the Stock Exchange and of any other stock exchange as amendeã 



pursuant to the approval in paragraph (a) above shall not exceed l07o of the aggregate nominal 

amount of the share capital of the Company in issue (excluding 15,000,000 shares forfeited by 

the Company) at the date of this Resolution and the said approval shall be limired accordingly; 



Resoiution until whichever is the earlier ol- 

(i) 


(ii) the expiration of the period within which the next annual general meeting of the Company 




-u- 

2. "THAT:- 

(a) subject to paragraph (b) below, the exercise by the Directors ofthe Company during the Relevant 

Period (as defined in Resolution l(c) set out in the notice of this meeting) of all the powers of 

tbe Company to allot, issue and deal with additional shares of HK$0.50 each in the capital of the 


of such power whelher during or after the end of the Relevant Period be and is hereby generally 



to be allotted (whether pursuant to an option or other',vise) and issued by the Directors of the 



of the Company from time to time; of (iii) an issue of shares under any option scheme or similar 



2O7o of the aggregate nominal amount of the issued share capital of the Company (excluding 

l5'000,000 shares forfeited by the Company) at the date of this Resolution and the said approval 

shaìl be limited accordingly. 


to the holders of shares of the Company on the register on a fixed record date in proportion to 






J 

"THAT, subject to the passing of the Ordinary Resolution Nos. 1 and 2 set out in the notice convening 





pursuant to the Ordinary Resolution No.l set out in the notice convening this meeting, provided that 

such amount of shares so repurchased shall not exceed lÙVo of the aggregate nominaì amount of the 

issued share capital of the Company at rhe date of this Resolurion. 


Lam Bing Kwan 




(CHAPTER 32) 

RESOLUTIONS 

oF 

SOUTtl SEA DElJELOPt'llEl'lT COtvlPA[lY LIrvlITED 

+ 

r+J )6æÊãFR^ 

t ÉJ 

PASSED ON THE 31ST DAY OF AUGUST, 1998 


Kellett Room,3/F,, Excelsior Hotel,28l Gloucester Road, Causeway Bay, Hong Kong on Monday,3l., 

August, 1998 at 10:00 a.m., the following resolutions were passed as Ordinary Resolutions:- 

l. "THAT (i) the placing agreement dated 26th May, 1998 between Staverley Assets Limited and the 

Company (the "Staverley Agreement"), information relating to which is set out in a circular to shareholders 

of the Company dated l4rh August, 1998, a copy of which has been produced to the meeting marked 

"4" (the "Circular"), and a copy of which Staverley Agreement has been produced to the meeting 

marked "8" and signed for the purpose of identification by the Chãirman thereof, be and is hereby 

approved and the directors of the Company are hereby authorised to issue and allot new shares in the 

capital of the Company pursuant to the Staverley Agreement (including forthe avoidance of doubt, such 

shares to be issued following the exercise of the option referred to therein) in accordance with the terms 

and conditions set out therein; (ii) the placing agreement dated 26th May, 1998 between CIM Company 

Limited and the Company (the "CIM Agreement"), information relating to which is set out in the 

Circular and a copy of which CIM Agreement has been produced to the meeting marked "C" and signed 

for the purpose of identification by the Chairman thereof, be and is hereby approved and the directors 

of the Company be and are hereby authorised to issue and allot new shares in the capital of the 

Company pursuant to the CIM Agreement (including for the avoidance of doubt, such shares to be 

issued followìng the exercise of the option referred to therein) in accordance with the terms and conditions 

set out therein; (iii) the deed of settlement dated 27th May, 1998 betìveen Strawberg Limited and the 

Company (the "Strawberg Deed"), information relating to which is set out in the Circular and a copy 

of which has been produced to the meeting marked "D" and signed for the purpose of identification by 

the Chairman thereoi be and is hereby approved and the directors of the Company be hereby authorised 

to do all such things as it is necessary to carry out the terms of the Strawberg Deed including to issue 

and allot new Shares in the capital of the Company pursuant to the Strawberg Deed; and (iv) the deed 

of settlement dated 27th May, 1998 between Heavy Turn Investments Limited and the Company (the 

"Heavy Turn Deed"), information relating to which is set out in the Circular and a copy of which has 

been produced to the meeting marked "E' and signed for the purpose of identifìcation by the Chairman

-II 

thereof, be and is hereby approved and the directors of the Company be hereby authorised to do all such 

things as it is necessary to carry out the terms of the Heavy Turn Deed including to issue and allot new 

shares in the câpita¡ of the Company pursuant to the Heavy Turn Deed.,' 

'THAT subject to and conditional upon resolution I being passed: 

may arise under 

r Staverley and 

ulr of CIM and 

the Staverley A 

Code on Takeovers and Mergers which 

ith each of them, to make a mandatory 

respective rights obligations under the 

nd is hereby waived." 

3 

"THAT subject to and conditional upon resolutions I and 2 being passed: 

CIM and Staverley and parties acting in concert with them be authorised to acquire further Shares 

during the 12 month period immediately following the completion of the CIM igreement and the 

Staverley Agreement (including, for the avoidance of doubt, rhe completion of thË exercise of the 

Options as provided therein)." 

4. 

5. 

"THAT the authorised share capital of the Company be increased from HK$1,240,000,000 to 

HK$2,000'000,000 by the creation of 1,520,000,000 iharês of HK$0.50 each, such new shares ranking 

pari passu in all respects with the existing shares in the capital of the company." 

"THAT:- 

(a) 

(b) 

(c) 

lubject 

to paragraph (b) below, the exercise by the Directors of the Company during the Relevant 

Period (as hereinafter defined) of all the powers of the Company to repurchaie sharãs of HK$0.50 

each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ..Stock 

Exchange"), in accordance with all applicable laws and thãrequiremãnts olthe Rules Governing 

the Listing of Securities on the Stock Exchange and of any other stock exchange as amendeã 

from time to tirie, be and is hereby generally and uncondiiionaily approved; 


pursuant to the aPproval in paragraph (a) above shall not exceed l\Vo of the aggregate no.inul 

amount of the share capital of the Company in issue (excluding 15,000,000 shãeJforfeited by 

the Company) at the date o[ this Resolution and the said approval shall be timited accordingly; 




(i) 

(ii) 






-m 

6 

"THAT:- 

(a) subject to paragraph (b) below, the exercise by the Direcrors of the Company during the Relevant 

Period (as defined in Resolution 5(c) set out in the notice of this meet.ing) of all ihe powers of 

the Company to allot, issue and deal with additional shares of HK$0.50 each in the capital of the 







a Rights Issue; (ii) an issue of shares as scrip dividends pursuant to the Arricles of Association 

of the Company from time to time; or.(iii) an issue of shares under any option scheme or similar 

anängement for the time being adopted for the grant or issue to employees of the Company and/or 

any of its subsidiaries of shares or rights to acquire shares of the Company, shall noi exceed 

20Vo of the aggregate nominal amount of the issued share capital of the Company (excluding 

15'000'000 shares forfeited by the Company) at the date ofthis Resolution and the said approval 



to the holders of shares of the Company on the register on a fixed record date in proportion to 

their then holdings of such shares as at that date (subject to such exclusions or other anangemen¿s 




Hong Kong applicable lo rhe Company)." 

"THAT, subject to the pâssing of the Ordinary Resolution Nos. 5 and 6 set out in the notice convening 






such amount of shares so repurchased shall not exceed I\Vo of the aggregate nominal amount of the 

issued share capital of the Company at the date of this Resolution. 


Lam Bìng Kwan 


COMPANY NO. : 2543 


(CHAPTER 32) 

ORDINARY RESOLUTION 

OF 

SOlJTtl SEA DEVELOPIYIEI|T COtIllPAl'lY LIIIIITED 

f,rÈ 

r#J j+ 

Æ-ãFR/À4 

PASSED ON THE 5TII DAY OF FEBRUARY 1998 

At an Extraordinary General Meeting of the Company held at Kellett Room, 3/F., Excelsior Hotel, 

281 Gloucester Road, Causeway Bay, Hong Kong on Thursday,5th February 1998 at 10:00 a.m., 

the following resolutions were passed as Ordinary Resolutions:- 

As Ordinary Resolutions 

1- "THAT:- 

(i) 

(ii) 

the placing agreement dated 12th October, 1997 between Staverley Assets Limited and 

the Company as amended by a supplemental agreernent dated 7th January, 1998 (the 

"Staverley Agreement"), information relating to which is set out in a circular to 

shareholders of the Company dated 20th January, 1998, a copy of which has been 

produced to the meeting marked "4" (the "Circular"), and a copy of which Staverley 

Agreement has been produced to the meeting marked "B" and signed for the purpose 

of identification by the Chairman thereof, be and is hereby approved and the directors 

of the Company are hereby authorised to issue and allot new shares in the capital of 

the Company pursuant to the Staverley Agreement in accordance with the terms and 

conditions set out therein; and 

the placing agreement dated 12th October, 1997 between CIM Company Limited and 

the Company as amended by a supplemental agreement dated 7th January, 1998 (the 

"CIM Agreement"), information relating to which is set out in the Circular and a copy

-II 

of which CIM Agreement.has.been produced to the meeting marked "C" and signed for 

the purpose of identification by thJChairman rhereof, be-and is hereby .ppiåi"ã râ 

the directors of the company be and are hereby authorised to issue and allot new shares 

in the capital of the Company pursuant to ttle Cttr¡ Agreement in accordance with the 

terms and conditions set out therein." 

2. 

"THAT subject to and conditional upon resolution I being passed: 

any obligation which may arise under Rule 26 of the Hong Kong Code on Takeovers and 

Mergers which would require cIM or Staverley and partieí acting in concert with eactr of 

them, to make a mandatory general offer as a result of CIM and S-taverley p"rroiming1i,"i, 

respective obligations under the CIM Agreement and the Staverley agiee.nent ¡"-än¿ is 

hereby waived." 

J. 

4. 

"THAT the authorised share capital of the Company be increased from HK$930,000,000 to 

HK$.l,240,000,000 by the creation of 620,000,0tj0 ,-hur", of Ufgó.SO each, such new shares 

ranking pari passu in all respects with the existing shares in ttrå-capital oi ttre co*p-y.,' 

"THAT:- 

(a) 

generally and unconditionally approved; 

by the Directors of the Company during the 

ll the powers of the Company to repurchase 

Company on The Stock Exchange ofHong 

ccordance with all applicable laws and thõ 

g of Securities on the Stock Exchange 

from time to time, be and is hereby 

(b) 

(c) 

be repurchased by the 

I not exceed IOVI of the 

y in issue at the date of 

ngly; and 

fo-r 1!e 

purposes 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 generar meeting of the company; 

(ii) the expiration of the period within which the next annual general meeting of the 

Company is required by law to be held; and 

(iii) the date on which the authority set out in this Resolution is revoked or varied by 

an ordinary resolution of the shareholders in general meeting."

- III 

5. 

"THAT:- 

(a) subject to paragraph (b) below, the exercise by the Directors of the Company during the 

Relevant Period (as defined in Resolution 4(c) set out in the notice of this meeting) of 

all the powers of the Company to allot, issue and deal with additional shares of HK$0.50 

each in the capital of the Company and to make or grant offers, agreements and options 

which might require the exercise of such power whether during or after the end -o¡ tne 

Relevant Period be and is hereby generally and unconditionaily approved; and 

(b) the aggregate nominal amount of share capital allotted or agreed conditionally or 

unconditionally to be allotted (whether pursuant to an option or otherwise) and issued 

by the Directors of the Coinpany pursuant to the approval given in paragraph (a) above, 

otherwise than pursuant to (i) a Rights Issue; (ii) an issue of shares as sciip dividends 

pursuant to the Articles of Association of the Company from time to time; or (iii) an 

issue of shares under any option scheme or similar anangement for the time being 

adopted for the grant or issue to employees of the Company and/or any of its subsidiaries 

of shares or rights to acquire shares of the Company, shall not exceed ZOVo of the 

aggregate nominal amount of the issued share capital of the Company at the date of this 

Resolution and the said approval shall be limited accordingly. 

"Rights Issue" means an offer of shares open for a period fixed by the Directors of the 

Company to the holders of shares of the Company on the register on a fixed record date 

in proportion to their then holdings of such shares as at that date (subjecr to such 

exclusions or other arrangements as the Directors of the Company may deem necessary 

or expedient in relation to fractional entitlements or having regard to any restrictions 

or obligations under the laws of, or the requirements of any recognized regulatory body 

or any stock exchange in, any territory outside Hong Kong applicable to the Company).;' 

6. 

"THAT, subject to the passing of the Ordinary Resolution Nos.4 and 5 set out in the notice 

convening this meeting, the general mandate granted to the Directors of the Company to issue 

and dispose of additional shares pursuant to the Ordinary Resolution No.5 sèt oot in the 

notice convening this meeting be and is hereby extended by the addition thereto of an amount 

representing the aggregate nominal amount of the share capital of the Company repurchased 

by the Company under the authority granted pursuant to the- Ordinary Resolutioir Nó.+ set out 

in the notice convening this meeting, provided that such amount of shares so repurchased 

shall not exceed 1O7o of the aggregate nominal amount of the issued share capiìal of the 

Company at the date of this Resolution." 


Lam Bing Kwan 


COMPANY NO.: 2543 

TIIE COMPANIES ORDINANCE 

(CHAPTER 32) 

ORDINARY RESOLUTIONS 

OF 

SOUTtl SEA DEUETOPMEIIT COtvlPAl.lY LIIVIITED 

â,i+æÆ-âFR,+ãJ 

PASSED ON THE 26TH DAY OF SEPTEMBER 1997 

At an Extraordinary General Mee4ng o-f the Company held at Kellett Room, 3/F., Excelsior Hotel, 2gt 

Gloucester Road, Causeway^Bay, Hong Kong on Friday,26rh September 1997 at 10:20 a.m., the f"lt;*ì;g 

resolutions were passed as Ordinary Resolutions:- 


1. "THAT the agreement for sale and purchase (t 

made between the Company and two inde 

of the entire issued share capital of and sha 

("Good Kind") and Rich Country Enterprises 

is set out in a circular to shareholders of the 

has been produced to the meeting marked "4" 

has been produced to the meeting marked "B 

Chairman thereof, be and is hereby approved 

all such things they may consider necessary t 

2. "THAT the issue of a convertible loan note(s) 

the outstanding amount of the Mortgage (as 

sale and purchase of the shares of and share 

(the "Note"), information relating to which i 

the directors of the Company are hereby au 

the principal amount thereunder into shares 

share (subject to adjusrment) and to issue and 

from the exercise of the subscription rights at 

conditions set out therein." 

3. 'THAT the authorised share capital of the Company be ìncreased from HK$780,000,000 to 

HK$930,000,000 by the creation_ of 300,000,000 shaies bt Hrc$O.so each, such new sháres-ranking 

pari passu in all respects with the existing shares in the capital of the Company." 


Lam Bing Kwan 




(CHAPTER 32) 


OF 

SOlJTll SEA DEÌ|ELOPrvlEl¡T COtlllPA¡lY LItvlITED 

'å)4æÆ- ãFR^ãl 

PASSED ON THE 26TIJ DAY OF SEPTEMBER 1997 

At an Extraordinary General Meeting of the Company held at Kellett Room, 3Æ., Excelsior Hotel, 281 

Gloucester Road, Causeway Bay, Hong Kong on Friday" 26th September 7997 at 10:10 a.m., the following 



l. "THAT:- 

(a) 

(b) 

(c) 


Period (as hereinafter defined) of all the powers of the Company to repurchase shares of 

HK$0.50 each in the capital of the Company on The Stock Exchange of Hong Kong Limited 

(the "Stock Exchange"), in accordance with all applicable laws and the requirements of the Rules 

Governing the Listing of Securities on the Stock Exchange and of any other stock exchange 

as amended from time to time, be and is hereby generally and unconditionally approved; 

the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant 

to the approval in paragraph (a) above shall not exceed l07o of the aggregate nomina-l amount of 

the share capital of the Company in issue at the date of this Resolution and the said approval shall 

be limited accordingly; and 

for the purposes of this Resolution, "Relevant Period" means the period from the passing of 

this Resolution until whichever is the earlier of:- 

(i) 

(ii) 



is required by law to be held; and

-II 

t 

"THAT:- 


ordinary resolution of the sbareholders in general meeting." 

(a) subject 

Period 

of the 

of the 

the Directors of the Company during the Relevant 

in rhe notice of this meèting¡ of ill the powers 

additional shares of HK$0.50 each in the capital 

€rs, agreements 

- 

and options which might require the 

exercise of such power whether during or after the end of the Relevant Period bJand ii hereby 

generally and unconditionally approved; and 

(b) the âggregate nominal amount of share capital allotted or agreed conditionally or unconditionally 

to be allotted (whether pursuant to an opti rn or otherwise) and issued by ihe Directors of the 

Company pursuant to the approval given in paragraph (a) above, otherwiie than pursuant to (i) 

a Rights Issue; (ii) an issue of shares as scrip dividends pursuanr to rhe Articles òf Association 

of the Company from time to time; or (iii) an issue of shares unde¡ any option scheme or similar 

arrangement for the time being adopted for the grant or issue to emplôyees of the Company 

and/or any of its subsidiaries of shares or rights to acquire shares of thê Company, shall not 

exceed 2OVo of the aggregate nominal amount of the issued share capital of the Company at 

the date of this Resolution and the said approval shall be limited acèordingly. 


to the holders of shares of the Company on the register on a hxed record date in proportion 

to their then holdings of such shares as at that date (subject to such exclusioni oi other 

arrangements as the Directors of the Company may deem necessary or expedient in relation to 

fractional entitlements or having regard to any restrictions or obligations ùnder the laws of, or 

the requirements of any recognized regulatory body or any stock exchange in, any territory 

outside Hong Kong applicable to the Com rany)." 

3. 

"THAT, subject to the passing of the Ordinary Resolution Nos. I and 2 set out in the notice convening 


additional shares pursuant to the Ordinary Resolution No.2 set out in the notice convening this Àeeting 

be and is hereby extended by the addition thereto of an amount representing the aggrãgate nominal 

amount of the share capital of the Company repurchased by the Company unãer the ãuthórity granted 

pursuant to the Ordinary Resolution No.l set out in the notice convening this meeting, prouidid that 

such amount of shares so repurchased shall not exceed l\Vo of the aggrégate nominai amount of the 

issued share capital of the Company at the date of this Resolution.; 


Lam Bing Kwan 




(CHAPTER 32) 


OF 

SOUTtl SEA DEIJELOPIYIENT COtvlPAilY LItvlITED 

'å'&#Æ-ãr'R^ãJ 

PASSED ON THE 27TH DAY OF JUNE 1997 

At an Fxtraordinary General Meeting of the Company held at Kellett Room, 3/F., Excelsior Hotel, 

28 1 Gloucester Road, Causeway Bay, Hong Kong on Friday, 27th June 1997 at 10:00 a.m., the 

following resolutions were passed as Ordinary Resolutìons:- 

As Ordinar], Resolutions 

1. "THAT the issue of two convertible loan notes with an aggregat€ principal amount of 

HK$145,000,000 (the "Convertible Notes"), information relating to which is set out in a 

circular to shareholders of the Company dated 7th June 1997, a copy of which has been 

produced to the meeting marked "4" and signed for the purpose of identification by the 

Chairman thereof, be and is hereby approved and the directors of the Company are hèreby 

authorised to issue the Convertible Note carrying the right to convert the prinðipal amount 

thereunder into shares of the Company at an initial conversion price of HK$0.S3 per share 

and to issue and allot new shares in the capital of the Company arising from the exercise 

of the subscription rights attaching to the Convertible Notes in accordânce with the terms 

and conditions set out therein.' 

2. "THAT the authorised share capital of the Company be increased from HK$700,000,000 to 

HK$780,000,000 by the creation of 160,000,000 shares of HK$0.50 each, such new shares 

ranking pari passu in all respects with the existing shares in the capital of the Company.', 


Lam Bing Kwan 




(crrAPTER 32) 


oF' 

SOlJTll SEA DEUETOPIV|EI|T COtTlPA¡|Y LIIIIITED 

f 

rlg & É E ã 13R 

À 

I 

ÉJ 

PASSED ON THE 22ND DAY OF NOVEMBER 1996 

At an Extraordinary General Meeting of the Company held at Kellett Room, 3Æ., Excelsior Hotel, 2gl 

Gloucester Road, Causeway Bay, Hong Kong on Friday, 22nd November 1996 at l0:00 a.m., rhe following 



l. "THAT the agreement dated 16th October 1996 between the Company, Kresta Developmenrs Limited 

and Strawberg Limited relating to the issue of tvo redeemable convertible notes with an aggregare 

principal amount of HK$384,800,000 (the "subscription Agreement"), information relating to wñich 

is set out in a circular to shareholders of the Company dated 2nd November 1996, a copy of which 

has been produced to the meeting marked "4" and copy of which Subscription Agreement has been 

produced to the meeting marked "8" and signed for the purpose of identification by the Chairman 

thereof, be and is hereby approved and the directors of the Company are hereby authorised to do all 

such things they may consider necessary to give effect ro the said agreement and the directors of the 

Company be and are hereby authorised to issue pursuant to the Subscription Agreement two redeemable 

convertible notes (the "Notes") carrying the right to convert the principal amount under the Notes into 

shares at an initial conversion price of HK$0.58 per share (subject to adjustments as provided therein) 

and to issue and allot new shares in the capital of the Company arising from the exercise of the 

subscription rights attaching to the Notes." 

2. "THAT the authorised share capital of the Company be increased from HK$400,000,000 to 

HK$700,000,000 by the creation of 600,000,000 shares of HK$0.50 each, such new shares ranking 

pari passu in all respects with the existing shares in the capital of the Company." 

Lam Bing Kwan 

(Sd.) Lam Bing Kwan



(CHAPTER 32) 

SPECIAL RESOLUTION AND ORDINARY RESOLUTION 

OF 

SOlJTll SEA DEl,ELOPtIlEl'lT COtUlPA[lY LItvlITED 

'+ri+æÆ- ãl'R^ãl 

PASSED ON THE 23RD DAY OF SEPTEMBER 1996 

At an Extraordinary General Meeting of the Company held at Gloucester Room I, 3/F., 

Excelsior Hotel, 281 Gloucester Road, Causeway Bay, Hong Kong on Monday, 23 September 1996 

at 10:15 a.m., the following resolutions were passed as a Special Resolution and Ordinary 

Resolutions:- 

As a Soecial Resolution 

1. "THAT Articles 16 and 41 of the Company's Articles of Association be amended in the 

following manner.- 

(a) by substituting the words "HK$2.50 or such other amount as prescribed by any 

applicable laws or by the stock exchange in Hong Kong from time [o time" for "two 

dollars, or such smaller sum as the Directors may from time to time determine." after 

the word "of in line 7 of Article 16; 

(b) by substituting the words "HK$2.50, or such other amount as prescribed by any 

applicable laws or by the stock exchange in Hong Kong from time to time," for "92.00" 

after the word "exceeding" in line I of Article 41."

-il- 


2. "THAT:- 

(a) 

(b) 

subject to paragraph (b) below, the exercise by the Directors of the Company during 

the Relevant Period (as hereinafter defìned) of all the powers of the company tó 

repurchase shares of HK$0.50 each in the capital of the Company on The Stock 

Exchange of Hong Kong Limited (the "Stock Exchange"), in accordance with all 

applicable laws and the requirements of the Rules Governing the Listing of Securities 

on the Stock Exchange and of any other stock exchange as amended from time to time, 

be and is hereby generally and unconditionally approved; 


pursuant to the approval in paragraph (a) above shall not exceed 707o of the aggregate 

nominal amount of the share capital of the Company in issue at the date of this Resolution 

and the said approval shall be limited accordingly; and 

(c) for the purposes of this Resolution, "Relevant Period" means the period from the 

passing of this Resolution until whichever is the earlier of:- 

(i) 

(ii) 


the expiration of the period within which the next annual general meeting of the 


(iiì) the date on which the authority set out in this Resolution is revoked or varied 

by an ordinary resolution of the shareholders in general meeting." 

As Ordinar)¡ Resolutions 

3, "THAT:- 

(a) subject to paragraph (b) below, the exercise by the Directors of the Company during 

the Relevant Period (as defined in Resolution 2(c) set our in the notice of this meeting) 

of all the powers of the Company to allot, issue and deal with additional shares of 

HK$0.50 each in the capital of the Company and to make or grant offers, agreements 

and options which might require the exercise of such power whether during or after 

the end of the Relevant Period be and is hereby generally and unconditionally 

approved; and

-III- 

(b) the aggregate nominal amount of share capital allotted or agreed conditionally or 

unconditionally to be allotted (whether pursuant to an option or other'¡/ise) and issued 

by the Directors of the Company pursuant to the approval given in paragraph (a) above, 

otherwise than pursuant to (i) a Rights Issue; (ii) an issue of shares as scrip dividends 


issue of shares under any option scheme or similar arrangement for the time being 

adopted for the grant or issue to employees of the Company and/or any of its 

subsidiaries of shares or rights to acquire shares of the Company, shall not exceed 

2OVo of the aggregate nominal amount of the issued share capital of the Company at 

the date of this Resolution and the said approval shall be limited accordingly. 

"Rights Issue" means an offer of shares open for a period fixed by the Directors of 

the Company to the holders of shares of the Company on the register on a fixed record 

date in proportion to their then holdings of such shares as at that date (subject to such 

exclusions or other arrangements as the Directors of the Company may deem necessary 

or expedient. in relation to fractional entitlements or having regard to any restrictions 

or obligations under the laws of, or the requirements of any recognized regulatory body 

or any stock exchange in, any territory outside Hong Kong applicable to the Company)." 

As Ordinarv Resolutions 

4- "THAT, subject to the passing of the Ordinary Resolution Nos. 2 and 3 set out in the notice 

convening this meeting, the general mandate granted to the Directors of the Company to 

issue and dispose of additional shares pursuant to the Ordinary Resolution No.3 set out in 

the notice convening this meeting be and is hereby extended by the addition thereto of an 

amount representing the aggregate uominal amount of the share capital of the Company 

repurchased by the Company under the authority granted pursuant to the Ordinary Resolution 

No.2 set out in the notice convening this meeting, provided that such amount of shares so 

repurchased shall not exceed llVo of the aggregate nominal amount of the issued share capital 

of the Company at the date of this Resolution." 


Lam Bing Kwan 




(CHAPTER 32) 


OF 

SOIJTH SEA DEìlELOPrYlEilT GOrYlPA[lY LIfrlITED 

'+r'ì+æÆ-ãFR^ãJ 

PASSED ON TIIE 28TH DAY OF SEPTEMBER, 1995 

At an Extraordinary General lvleeting of the Company held at Gloucester Room I, 3rd Floor, The 

Excelsior Hotel,28 I Gloucester Road, Causeway Bay, Hong Kong on Thursday,2Sth September, 

1995 at 10:10 a.m., the following resolutions were passed as Ordinary Resolutions:- 


1. "THAT:- 

(a) 

(b) 


the Relevant Period (as hereinafter defined) of all the powers of the Company to 

repurchase shares of HK$0.50 each in the capital of the Company on The Stock 

Exchange of Hong Kong Limited (the "Stock Exchange"), in accordance with all 

applicable laws and the requirements of the Rules Governing the Listing of Securities 

on the Stock Exchange and of any other stock exchange as amended from time to time, 



pursuant to the approval in paragraph (a) above shall not exceed 10Vo of the aggrcgate 

nominal amount of the sha¡e capital of the Company in issue at the date of this Resolution 

and the said approval shall be limited accordingly; and

-II 

(i) 

(ii) 


the expiration of the period within which the next annual general meeting of the 


2. 



"THAT:- 

(iii) the date on which the authority set out in this Resolution is revoked or varied 

by an ordinary resolution of the sha¡eholders in general meeting." 

(a) 

(b) 


the Relevant Period (as defined in Resolution l(c) set out in the notice of this meeting) 

of all the powers of the Company to allot, issue and deal with additional shares of 

HK$0.50 each in the caþital of the Company and to make or grant offers, agreements 

and options which might require the exercise of such power whether during or afte¡ 

the end of the Relevant Period be and is hereby generally and unconditionally 

approved; and 

the aggregate nominal amount of share capital allotted or agreed conditionally or 


by the Directors of the company pursuant to rhe approval given in paragraph (a) above, 

otherwise than pursuant to (i) a Rights Issue; (ii) an issue of shares as scrip dividends 


issue of shares under any option scheme or similar arrangement for the time being 

adopted for the grant or issue to employees of the company and/or any of its 

subsidiaries of shares or rights to acquire shares of the Company, shall not exceed 

2OVo of the aggregate nominal amount of the issued share capital of the Company at 

the date of this Resolution and the said approval shall be limited accordingly. 

"Rights Issue" means an offer of shares open for a period fixed by the Directors of 

the company to the holders of shares of the company on the register on a fixed 

record date in proportion to their then holdings of such shares as at rhat date (subject 

to such exclusions or other arrangements as the Directors of the Company may deem 

necessary or expedient in relation to fractional entitlements or having regard to any 

restrictions or obligations under the laws of, or the requirements of any recognized 

regulatory body or any stock exchange in, any territory outside Hong Kong applicable 

to the Company)."

-III 

? 

"THAT, subject to the passing of the Ordinary Resolution Nos, I and 2 set out in the notice 

convening this meeting, the general mandate granted to the Directors of the Company to 

issue and dispose of additional shares pursuant to the Ordinary Resolution No.2 sei out in 

the notice convening this meeting be and is hereby extended by the addition thereto of an 

amounl representing the aggregate nominal amount of the share capital of the Company 

repurchased by the Company under the authority granted pursuant to the Ordinary Resolution 

No'l set out in the notice convening this meeting, provided that such amount of shares so 

repurchased shall not exceed l07o of the aggregate nominal amounr of the issued share capital 

of the Company at the date of this Resolution." 


Lam Bing Kwan 




(CHAPTER 32) 

SPECIAL AND ORDINARY RESOLUTIONS 

OF 

SOUTtl SEA DEìlELOPtlllEllT COrYlPAl'¡Y LIlìllITED 

'å.;&æRãFRA;J 

PASSED ON THE 28TH DAy OF SEPTEMBER, 1994 

At an Extraordinary General Meeting of the Company held at Orchid & Rose Rooms, 3rd 

Floor, Hotel Victoria, 200 Connaught Road Central, Hong Kong on Wednesday, 28th September, 

1994 at 10:10 a.m., the following resolutions were passed as Special Resoluiions and òrdinary 

Resolutions:- 

As Soecial Resolutions 

l. A. THAT the third Clause of the Memorandum of Association of the Company be amended 

by adding the clause set out below as new sub-clause (q) and that the exìsting sub-clauses 

(q) to (y) be renumbered as (r) to (z) respectively:- 

"(q) To guarantee or otherwise support or secure, either with or without the Company 

receiving any consideration or advantage and whether or not exercised in furtheràncê 

of the Company's business interest and whether by personal covenant or by mortgaging 

or charging all or part of the undertaking, property, assets and rights (present anO iuture¡ 

and uncalled capital of the Company or by both such methods or by any other means 

whatsoever, the liabilities and obligations of and the payment of any -oneys whatsoever 

(including but not limited to capital, principal, premiums, interest, dividends, costs and 

expenses on any stocks, shares or securities) by any person, firm or company whatsoever 

including but not limited to any company which is for the time beìng the holding 

company or a subsidiary of the Company or of the Company's holding company or il 

otherwise associated with the Company in its business, and to act as agents for the 

collection, receipt or payment of money, and to enter into any contract õf indemnity 

or suretyship (but not in respect of fire, life and marine insurance business)."

-II- 

B' THAT the Articles of Association of the Company be amended by adding the following as 

new Article 77 and that the existing Articles 77 to 165 be renumber"d u, ZS to 166 

respectively:- 

*7'l 

. p 

i 

e, if a clearing house is a member, it may 

.i:i',;3¿:ffi:"#i',î,"("1"ä',äi ii:l: 

is 

authorisation shall specify the number and class 

of shares in respect of which each such person is so authorised. A person so authorised 

under the provisions of this Article shall be entitled to exercise ihe same powers on 

behalf of the clearing house (or its nominee) which he represents or that cleaiing house 

(or its nominee) could exercise if it were an individual member of the Company." 


2. THAT:- 

(a) 

ill 

åi?li:".3ilåiii.,ti:flåî"rå 

subs 

the capital of the Company on The Stock 

Exchange of Hong Kong Limited, in accordance with all appticãblé laws and rhe 

requirements of the Rules Governing the Listing of Securities òn fne Stock Exchange 

of Hong Kong Limited and of any other stock exchange as amended from time to tim-e, 


(b) 

(c) 


Pursuant to the approval in paragraph (a) above shall not exceed l0 pér cent. of tträ 

aggregate nominal amount of the share capital of the Company in issue ai the date of this 

Resolution and the warants to be repurchased pursuant to paragraph (a) above shall not 

exceed l0 per cent. of the aggregate amount of warrants of the Company outstanding at 

the date of this Resolution, and the said approval shall be limited accoi¿ingly; an¿- 

for the purposes of this Resolution, "Relevant Period" means the period from the 


(i) the conclusion of the next annual general meeting of the company; 


company is required by the Articles of Association of the company or any 

applicable law to be held; and 

(iii) the date on which the authority set out in this Resolution is revoked or varied

-mby 

an ordinary resolution of the shareholders in general meeting. 


3. THAT:- 

(a) 

(b) 


the Relevant Period (as defined in the above Resolution No. 2(c)) of all the powers 

of the Company to allot, issue and deal with additional shares of HK$0.50 each in 

the capital of the Company and to make or grant offers, agreements and options which 

might require the exercise of such po'wer whether during or after the end of the 

Relevant Period be and is hereby generally and unconditionally approved; and 

the aggregate nominal amount of share capital allotted or agreed conditionally or 


by the Directors of the Company pursuant to the approval given in paragraph (a) above, 

otherwise than pursuant to an issue of shares under any option scheme or similar 

arrangement for the time being adopted for the grant or issue to employees of the 

company and/or any of its subsidiaries of shares or rights to acquire shares of the 

Company, shall not exceed 2O per cent. of the aggregate nominal amount of the share 

capital of the Company in issue at the date of this Resolution and the said approval 


As Ordinary Resolution 

4. THAT the general mandate granted to the Directors of the Company to issue and dispose 

of additional shares pursuant to the above Ordinary Resolution No.3 be and is hereby 

extended by the addition thereto of an amount representing tho aggregate nominal amount 

of the share capital of the Company repurchased by the Company under the authority granted 

pursuant to the above Ordinary Resolution No.2, provided that such amount shall not exceed 

l0 per cent. of the aggregate nominal amount of the issued share capital of the Company 

at the date of this Resolution. 


Yu Pun Hoi 

Chairman


CoMPANTES ORDTNANCE (CHAPTER 32) 

SPECIAL RESOLUTIONS 

OF 

SOUTH SEA DEVELOPMENT COMPANY 

LIMITED 

'å'&æÆ- ãFRÀãJ 

i. ***** {.+**{.*** ** **x ** 

PASSED ON THE 28TH DAY OF SEPTEMBER, 1993 

At an Extraordinary General Meeting of the Company held at Rose Room, 3rd Floor, Hotel 

Victoria,200 Connaught Road Central, Hong Kong on 28th September, 1993 at 10:10 a.m., the 

following resolutions were passed as Special Resolutions:- 

As Special Resolutions 

l. THAT the third Clause of the Memorandum of Association of the Company be amended 

by adding the clauses set out below as new sub-clauses (a) and (b) respectively and the 

existing sub-clauses (m) and (t) be deleted in their entirety and that the existing sub-clauses 

(a) to (l) and (n) to (s) be renumbered as (c) to (n) and (o) to (t) respectively:- 

"(a) (i) 

To purchase for investment or resale, and to traffic in land and house and other 

propefy of any tenure and any interest therein, and to create, sell and deal in 

freehold and leasehold ground rents, and to make advances upon the security of 

land or house or other property or any interest therein, and generally to deal in 

traffic by way of sale, lease, exchange, or otherwise with land and house property 

and any other property whether real or personal, in Hong Kong or any other parts 

of the world. 

(iÐ To develop and turn to account any land acquired by the Company or in which

-IIthe 

Company is interested, and in particular by laying out and preparing the same 

for building purposes, constructing, altering, pulling down, decorating, maintaining, 

furnishing, fitting up, and improving buildings, and by planting, paving, draining, 

farming, cultivating, letting on building lease or building, agreement, and by 

advancing money to and entering into contracts and arrangements of all kinds 

with builders, tenants and others. 

(iii) To improve, manage, develop, grant rights or privileges in respect of, or otherwise 

deal with, all or any part of the property and rights of the Company. 

(iv) To carry on the business of construction and building contractors, interior and 

exterior decorators, and auctioneers of land and hereditaments, messuages and 

tenements and any estate or interest therein respectively, to manage estates and 

properties, to receive and collect rents, and to act as attorneys of factors and 

transact all manner of agency and commission business so far as regards lands 

and hereditaments, messuages and tenements, and any estate or interest therein 

respectively for any person or persons, company corporation for such commission 

or consideration and upon such terms and conditions as the Company shall think 

fir. 

(v) To carry on all or any of the businesses usually carried on by land investment, 

land mortgages and real estate companies in all their several branches. 

(b) 

(i) To carry on the business of hotel, restaurant, cafe, roadhouse, motel, holiday 

camp, caravan site and apartment-house keepers. 

(ii) To fit up and furnish any property for the purpose of letting the same to visitors 

or guests whether in single rooms, suites, chalets, c¿uavans, movable structures, 

cottages or otherwise. 

(iii) To buy, sell (both to persons residing on the company's premises and to nonresidents), 

import, produce, manufacture or otherwise deal in food and food 

products, meats, groceries, fruits, confectionery wine, spirit, beer and alcoholic 

beverages, tobacco, druggist supplies, beverages, linen, furniture and furnishings 

and other articles required in the said businesses. 

(iv) To establish and provide all kinds of facilities and attractions for customers and 

others, and in particular, reading, writing and smoke rooms, lockers and safe 

deposits, telephones, telegraphs, clubs, stores, shops and lavatories. 

(v) To appropriate any part or parts of the property of the company for the purpose 

of and to build or let shops, offices and other places of business and to use or 

lease any part of the property of the company not required for the purposes

-maforesaid 

for any purpose for which it may be conveniently used or let." 

2. THAT the Articles of Association of the company be amended as follows:- 

(i) 

That the words "and the Directors agree upon, or the Directors may agree with such 

member that the member may participate in profits upon the amount * pãia or satisfied 

in advance" in lines l2-L5 of Article 24 be deleted. 

(ii) That the word "dollars" in line 6 of Article 32 be delered. 

(iii) That the word "general" be added in between the words "other" and "meetings" in 

lines 6 and 7 of Article 60. 

(iv) That the word "seven" on the second line of Article 62 be deleted and substituted by 

the word "fourteen". 

(v) That the words "10,000 shares of $10.00 each" in Article 69 be deleted and substituted 

, 

by the words "200,000 shares of $0.50 each". 

(vi) That the lasr sentence of Article 78 be deleted. 

(vii) That the word "extraordinary" on the third line of Article 98 be deleted and substituted 

by the word "special". 

(viii) That the words "shall not be required to hold qualification shares, and" in line g of 

Article 107 be deleted. 


Yu Pun Hoi 

Chairman


COMPANIES ORDINANCE (CHAPTER 32) 

RESOLUTIONS 

OF 


LIMITED 

PASSED ON THE 9TH DAY OF SEPTEMBER, 1992 

At an Extraordinary General Meeting of the Company held at Lotus and Peony Rooms, 

3rd Floor, Hotel Victoría,200 Connaught Road Central, Hong Kong on 9th September, 1992 at 

10:00 a.m., the following resolutions were passed as ordinary resolutions: 

l. "T[IAT:- 

(A) the authorised share capital of the Company be increased from HK$120,000,000 to 

HK$400,000,000 by the creation of an additional 560,000,000 shares of HK$0.50 each, 

such new shares ranking pari passu in all respects with the existing shares in the capital 

of the Company; 

(B) the directors of the Company be and are hereby authorised:- 

(i) 

to allot up to 460,800,000 shares of HK$0.50 each (the "Rights Shares") to the 

holders of existing shares of HK$0.50 each in the Company whose names appear 

on rhe register of members of the Company on 9th September, 1992 (excluding 

those shareholders with registered addresses outside Hong Kong) in the proportion 

of two Rights Shares for every one share then held and generally subject to the 

terms and conditions set out in the circular (the "Circular") to shareholders of 

rhe Company dated 24th August, 1992 (the "Rights Issue") and to do all such 

acts and things as the directors of the Company consider necessary or expedient 

to give effect to the foregoing arrangements; 

(ii) to create warrants conferring rights to subscribe for shares of the Company at 

any time from the date of issue thereof but on or before 31st December, 1994 

at an initial subscription price of HK$1.20 per share subject to the terms and

-II 

conditions set out in the Instrument (a copy of a draft of which marked ,.A" has 

been produced to the meeting a 

the chairman hereof) (the "New 

way of bonus to the persons in 

Shares are received and accepted 

eighr Rights Sha.res and generall 

the Circular and to do all such things as the directors of the Company consider 

necessary or expedient to give effect to the foregoing arangements; and 

(iii) to issue and allot new shares in the capital of the Company arising from 

the exercise of the sub-scription rights attaching to the -New Vy'arrints or 

any of them; 

(c) 

menr dared 12th August, r99z entered into by rhe company (l) 

orporation Limited ("MPEC") (2) and peregrine Capital Limited 

(3) under which MPEC has agreed to subscribe or procure 

subscribers for 194,832,000 of the Rights Shares and Peregrine Capital has agreed to 

subscribe or procure subscribers for the balance of the Rights Shares in reipect of 

which valid acceptances are not received by the latest time for acceptance pursuant 

to the terms of the Circular, be and is hereby approved; and 

(D) the agreement dared l2rh August, lggz entered into by rhe company (1) and cIM 

Company Limited ("CIM") (2) under which CIM has agreed to assign to the Company 

its attributable interests in certain projects as described in the Circulãr be and is heìeby 

approved." 

2. 

"THAT conditional upon the ordinary resolution numbered I set out in the Notice of 

Extraordinary General Meeting dated 24th August, 1992 having been passed:- 

(A) subject to paragraph (B) below, the exercise by the directors of the Company during 


repurchase shares of HK$0.50 each in the capital of the Company and warrant; issued 

by the Company to subscribe for shares in the capital of the Company, in accordance 

with all applicable laws and the requirements of the Rules Governing the Listing of 

Securities on The Stock Exchange of Hong Kong Limited and of ãny other srock 

exchange, as amended from time to time, be and is hereby generally and unconditionally 

approved in substitution for and to the exclusion of any existing authority previously 

granted; 

(B) the aggregate nominal amount of shares of the Company to be repurchased by the 

Company pursuant to the approval in paragraph (A) above shall not eiceed l0 per cent. 

of the aggregate nominal amount of the share capital of the Company in issue at the 

date of this resolution as enlarged by an issue of shares by way of rights ("Rights

-III 

Issue") as described in the circular to shareholders of the Company dated 24th August, 

1992 and the warrants to be repurchased pursuant to paragraph (A) above shall not 

exceed l0 per cent. of the aggregate amount of warrants of the Company outstanding 

at the date of this resolution as enlarged by the issue of warrants pursuant to the Rights 

Issue, and the said approval shall be limited accordingly; and 

(C) for the purpose 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 Company; 

(iÐ the expiration of the period within which the next annual general meeting of the 


(iii) variation or revocation of this resolution by an ordinary resolution of the 

shareholders of the Company in general meeting." 

3. 

"THAT conditional upon the ordinary resolution numbered I in the Notice of Extraordinary 

General Meeting dated 24th August, 1992 having been passed:- 

(A) subject to the following provisions of this resolution, the exercise by the directors of 

the Company during the Relevant Period (as hereinafter defined) of all the powers of 

the Company to allot or issue or deal with shares in the capital of the Company or 

securities convertible into such shares, or options, warrants or similar rights to 

subscribe for any shares in the Company or such convertible securities, and to make 

or grant offers,. agreements or options which would or might require the exercise of 

such powers, subject to and in accordance with all applicable laws, be and is hereby 

generally and unconditionally approved in substitution for and to the exclusion of any 

existing authority previously granted; 

(B) the approval in sub-paragraph (A) of this resolution shall authorise the directors of 

the Company during the Relevant Period to make or grant offers, agreements and 

options which would or might require the exercise of such powers after the end of 

the Relevant Period; 

(C) the aggregate nominal amount of share capital allotted or agreed conditionally or 

unconditionally to be allotted (whether pursuant to an option or otherwise) by the 

directors of the Company pursuant to the approval in sub-paragraph (A) of this 

resolution, otherwise than pursuant to a Rights Issue (as hereinafter defined) or the 

exercise of warrants to subscribe for shares in the Company or the exercise of options 

granted under any option scheme or similar arrangement foi the time being adopted 

for the grant or issue to employees of the Company and/or any of its subsidiaries of 

shares or rights to acquire shares of the Company, shall not exceed 20 per cent. of

-iv 

the aggregate nominal amount of the issued share capital of the Company as enlarged 

by an issue of shares by way of rights as described ìn the circular to shä¡eholders or 

the company dated 24th August, 1992 u d the said approval shall be limited a""o.ãingty; 


(D) for the purpose of this resolution, "Relevant Period" means the period from the passing 

of this resolution until whichever is tle earlier of:_ 

(i) 

the conclusion of the next annual general meeting of the company; 

(ii) the expiration of the period within whicb the next annual general meeting of the 

Company is required by law to be held; or 

(iii) the revocation or variation of this resolution by an ordinary resolution of the 

shareholders of the Company in general meeting; and 

"Rights Issue" means an offer of 

of the Company to holders of sha 

on a fixed record date in proporti 

to such exclusions or other arran 

dsem necessary or expedient in 

regard to any restrictions or obli 

of, any recognised regulatory bod 

Hong Kong)." 

4 

"THAT conditional on the ordinary resolutions numbered l, 2 and 3 in the notice of 

e.xtraordinary general meeting of the Company dated 24th August, 199 

the general mandate granted to the dirêctors of the Co-fruny to 

additional shares pursuant to the ordinary resolution numbeied'3 in 

hereby ex^te¡ded by the addition thereto -of an amount representing the aggregate nominal 

amount of the share capital of the Company repurchased by the Company under the authority 

granted pursuant to the ordinary resolution numbered 2 in that noii"", provided that such 

amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share 

capital of the Company at the date of this ."soluiion." 

(Sd.) Paul J. Hartsock 

Paul J. Hartsock 



CoMPANTES ORDTNANCE (CHAPTER 32) 

RESOLUTIONS 

OF 


LrÀ 

ÉJ 't+ 

LIMITED 

Æ-ãFRA4 

PASSED ON THE 28TH DAY OF AUGUST, 1992 

At an Extraordinary General Meeting of the Company held at West Room, 23rd Floor, 

Mandarin Oriental,5 Connaught Road, Central, Hong Kong on 28th August, 1992 at 3:10 p.m., 

the following resolutions were passed: 

As Special Resolutions 

l. "THAT the Articles of Association of the Company be amended by deleting the existing 

Article 4 and the marginal note thereof and by substituting therefor the following new Article 

4 and marginal note: 

Company 

to 

finance 

purchase 

of its 

own 

shares 

4. The Company may exercise any powers conferred on the Company or 

permitted by or not prohibited by or not inconsistent with the Ordinance 

or any other applicable ordinance, statute, act or law from time to time 

to acquire shares in the Company or to give directly or indirectly, by 

means of a loan, guarantee, the provision of security or otherwise, 

financial assistance for the purpose of or in connection with a purchase 

made or to be made by any person of any shares in the Company and 

should the Company acquire its own shares neither the Company nor 

the Board shall be required to select the shares to be acquired rateably 

or in any other particular manner as between the holders of shares of 

the same class or as between them and the holders of shares of any other 

class or in accordance with the rights as to dividends or capital conferred 

by any class of shares provided always that in case where the primary 

listing of any share capital of the Company is on The Stock Exchange 

of Hong Kong Limited, any such acquisition or financial assistance shall 

only be made or given in accordance with any relevant rules or regulations

IIissued 

by The stock Exchange of Hong Kong Limited or the Securities 

& Futures Commission from time to time." 

As Ordinar),' Resolutions 

2. "THAT:- 

(a) subject to paragraph (b) below, the exercise by the Directors of the Company during 


repurchase shares of HK$0.50 each in the capital of the Company and warranti isiued 

by the Company to subscribe for shares in the capital of the Company, in accordance 

with all applicable laws and the requirements of the Rules Governing the Listing of 

Securities on The Stock Exchange of Hong Kong Limited and of ãny other slock 

exchange as amended from time to tir e, be and is hereby generally and unconditionally 

approved; 

(b) the aggregate nominal amount of shares of the Company to be repurchased by the 

Company pursuant to the approval in paragraph (a) above shall not exceed l0 per cent. 

of the aggregate nominal amount of the share capital of the Company in issue at the 

date of this Resolution and the warrants to be repurchased pursuant to paragraph (a) 

above shall not exceed 10 per cent. of the aggregate amount of wairants òf t¡e 

Company outstanding at the date of this Resolution, and the said approval shall be 

limited accordingly; and 



(i) the conclusion of the next annual general meeting of the company; 

3. "THAT:- 


Company is required by the Articles of Association of the Company or any 


(iii) the date on which the authority set out in this Resolution is revoked or varied 

by an ordinary resolution of the shareholders in general meeting." 

(a) 

subject to paragraph (c) below, the exercise by the Directors of the Company during 

the Relevant Period (as hereinafter defined) of all the powers of the Compàny-to allot-, 

issue and deal with additional shares of HK$0.50 each in rhe capital of the Company 

and to make or grant offers, agreements and options which might require the exeicisè 

of such power be and is hereby generally and unconditionally approved;

-u 

(b) the approval in paragraph (a) above shall authorise the Directors of the Company 

during the Relevant Period to make or grant offers, agreements and options which 

might require the exercise of such power after the end of the Relevani period; 

(c) the aggregate nominal amount of sha¡e capital allotted or agreed conditionally or 

unconditionally to be allotted (whether pursuant to an option oiotherwise) and issued 

by the Directors of the Company pursuant to the app.ouai given in purugruph (a) above, 

otherwise than pursuant to an issue of shares under any option schlme or similar 

arrangement for the time. being adopted for the grant or issue to employees of the 

Company and/or any of its subsidiaries of shares or rights to acquire shares of the 

Company, shall not exceed 2O per cent. of the aggregate nominal amount of the share 

capital of the Company in issue at the date of this Resolution and the said approval 

shall be limited accordingly; and 

(d) for the purPoses 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 company; 

(ii) the expiration of the period within which the nexr annual general meeting of the 

Company is required by the Articles of Association of the Company or any 


(iii) the revocation or variation of the authority given under this Resolution by an 

ordinary resolution of the shareholders in general meeting.,' 

4. 

of the Company to issue and dispose 

No. 3 set out in the notice convening 

ion thereto of an amount representing 

of the Company repurchased by the 

t to Ordinary Resolution No. 2 set out in the 

notice convening this meeting, provided that such amounf shall not exceed l0 per cent. of 

the a-ggregate nominal amount of the issued share capital of the Company at the date of 

this Resolution." 


Yu Pun Hoi 



COMPANIES ORDINANCE (CHAPTER 32) 

ORDINARY RESOLUTION 

OF 


LIMITED 

*** t

-It 

Shares in the capital of the Company as is equal to twice the number of shares of 

HK$1.00 each of the Company in issue on 11th May,1992 to bE allotted and credited 

as fully paid to and among the shareholders of the Company on the register of members 

on llth May,1992 on the basis set out in the Circular and that the Sub-divided Shares 

to be allotted and issued pursuant to this paragraph (C) of this resolution shall rank 

pari passu in all respects with the Sub-divided Shares in issue upon the Sub-division 

(as defined in the Circular) taking effect; and 

(D) the directors of the Company be and they are hereby authorised: 

(i) 

to create and issue warrants ("Warrants") to subscribe at any timc on the date 

of issue up to and including 31st December, 1993 for shares in the capital of 

the Company at the initial subscription price of HK$2.50 per Sub-divided Share 

(subject to adjustment) subject to the terms and conditions set out in the Warrant 

instrument (a draft of which has been submitted to the meeting marked "B" and 

signed for the purpose of identification by the Chairman thereof) and to issue 

the same by way of bonus to and among the persons who were registered as 

shareholders of the Company on l1th May, 1992 on the basis set out in the 

Circular provided that: 

(a) no fractional entitlements shall be issued as aforesaid but shall be aggregated 

and sold for the benefit of the Company; 

(b) in the case of persons having registered addresses outside Hong Kong, the 

relevant warrants shall not be issued to such persons but shall be aggregated 

and sold in the market after dealings in the 'Warrants commence and the 

net proceeds of sale, after deduction of expenses, distributed to such 

persons pro rata to their respective shareholdings unless the amount falling 

to be distributed to any such person shall be less than HK$100 in which 

case such amount shall be retained for the benefit of the Company; and 

(c) the directors of the Company shall do all such acts and things as they 

consider necessary or expedient to give effect to the foregoing arrangements; 


(ii) 

to allot and issue new shares in the capital of the Company arising from the 

exercise of subscription rights under the 'Warrants or any of them." 

(Sd.) Paul J. Hartsock 

Paul J. Hartsock 



OF 


COMPANY, LIMITED 

+ :È******¡k'F{.*{



Special Resolutions 

The Companies Ordinance Cap.32 

Passed on the 29th day of June, 1990 

At the Annual General Meeting of SOUTH SEA TEXTILE MANUFACTURING COMPANy, 

LIMITED held at The Tower Club, 17lF Silvercord Tower II, 30 Canton Road, Tsimshatsui, 

Kowloon, Hong Kong on 29th June, 1990 at l2:00 noon, the following resolutions were passed 

as Special Resolutions:- 

'That the following amendments be made to the Articles of Association of the Company:- 

A. That the words "(except fully-paid shares)" be inserted between the word "lien" and 

"upon" in the second line of Article 33. 

B. That the words "Apart from the aforesaid, fully-paid shares shall be free from any 

restriction on the right of transfer." be inserted at the end of Article 37. 

C. That the words "but that the member shall not be entitled to participate in a dividend 

subsequently declared in respect of the said shares" be inserted between the word 

"advance" and "and" in the tenth line of Article 24. 

D. That the word "five" in the sixth line of Article 141 be deleted and substituted by 

the word "six". 

E. That the words from "but" in the twenty-fifth line of Articte 91 to the end of the 

sentence be deleted and substituted by the following new paragraph:- 

"except on the following resolutions:-

(a) 

-IIthe 

giving of any security or indemnity either:- 

(i) to the director in respecr of money lent or obligations incurred by him at 

the request of or for the benefit of the Company; or 

(ii) to a third party in respect of a debt or obligation of the company for which 

the director has assumed responsibility in whole or in part under a guarantee 

or indemnity or by the giving of security; 

(b) 

any proposal concerning an offer of shares or debentures or other securities 

of or by the company for subscription or purchase where the director is or 

is to be interested as a participant in the underwriting or sub-underwriting of 

the offer; 

(c) any proposal concerning any other company in which the director is interested, 

directly or indirectly, whether as an officer or shareholder, provided that he, 

together with any of his associates, is not bsneficially interested in fivc per cent, 

or more of the issued shares of any class of such company or of the voting rights; 

(d) any proposal concerning the adoption, modification or operation of any employees' 

share scheme under which he may benefit. 

In a situation where a director is entitled to vote, he would also be entitled to form 

part of the quorum and vice versa." 

F. 

G. 

H. 

That the sentence "A director interested is to be counted in a quorum notwithstanding 

his interest." be deleted from Article 105. 

That the words "(including a managing or other executive director, but without 

prejudice to any claim for damages under any contract)" be inserted between the word 

"director" and "before" in the third line of Article 98. 

That Article 99 be deleted and substituted by the following new paragraph:- 

"99. The minimum period required of the notice to the Company of the intenrion to 

proPose a person for election as a director, not being a retiring director, and 

notice to the Company by such person of his willingness to be elected, will be 

at least seven days and that the latest date for lodgement of such notices will 

be not more than seven days prior to the date of the meeting appointed for such 

election." 

That the word "seven" in the second line of Article 146 be deleted and substituted 

by the word "twenty-one".

-ru 

J. That the words "(other than an adjourned meeting)" be inserted between the word 

"thereof' and "shall" in the tenth line of Article 52 and; that the word "tenth" in the 

eleventh line of Article 52 be deleted and substituted by the word "third". 

K. That the fullstop at the end of Article 8l be deleted and the words", but that the use 

of two-way form shall not be precluded." be inserted at the end of Article 81.' 

(Sd-) Jack C. Tang 

Jack C. Tang 




Special Resolution 

The Companies Ordinance Cap. 32 

Passed on the 20th day of June, 1986 

At the Annual General Meeting of SOUTH SEA TEXTILE MANUFACTURING COMPANY, 

LIMITED held at 14th floor, Belgian House, 77-79 Gloucester Road, Hong Kong, on 20th June, 

198ó, the following resolution was passed as a Special Resolution: 

"That Article 84 of the Articles of Association of the Company be deleted in its entirety 

and be substituted therefor by the undernoted New Article No. 84: 

Until otherwise determined by a general meeting, the number of directors shall be not 

less than three or more than nine. No person shall be appointed a director of the 

Company who has attained the age of sixty eight, and a director shall vacate his office 

at the conclusion of the next annual general meeting after he attains the age of sixty 

eight and thereafter he shall not be eligible for re-election. Provided, however, a 

director who has attained the age of sixty eight on the adoption of this new article 

shall not be required to vacate his office until the conclusion of the next annual general 

meeting when he is due to retire by rotation. Provided further that acts done by a person 

as director shall be valid notwithstanding that it is afterwards discovered that his 

appointment had terminated by virtue of this Article." 

(Sd.) H. L. Ho 

H. L. Ho 


THE COMPANTES ORDTNANCE (CHAPTER 32) 

RESOLUTIONS 

OF 


CoMPANI L|M|TED 

Passed on 18th June 1985 

At the Annual ceneral Meeting of Shareholders of the abovenamed Company held at l4th floor, 

:J åäi,Ïä: ,!n 

Gloucester Road, Hong Kong on I 8th June 1985, rhe fouowing Resorutions were passed 


(l) 

That each of the issued and unissued shares of HK$10.00 each in the capital of the company be 

subdivided inro ten shares of HK$1,00 each. 

,000.00 being part of the sum standing to the 

set free for distribution amongst the Members 

t be applied in paying up in futl 24,000,000 

and that the Directors be directed to distribute 

rsons who are registered as the holders of shares in 

the rate o 

one share of HKg10.00 each then held by rhem respecrivel 

:::y 

in any dividend declared or ¡ecommended by the Company 

"rïri 

but otherwise to rank in all respects pari passu with the 

As Soecìal Resolution 

That Article 85 be deleted in its entirety and be substituted therefor by the undernoted New Article No. g5:- 

"A director shall not be required to hold any share in the capitar of the company.,, 

By Order of rhe Board, 

(Sd.) C. C. Tang 

C. C. Tang 

Secretary




Pursuant to Section 117(1) of the Companies Ordinance 

Chapter 32 

Ar an Extraordinary General Meeting of Shareholders of SOUTH SEA TEXTILE 

MANUFACTURING COMPANY, LIMITED, duly convened and held at 501 Edinburgh House, 

Queen's Road Central, Victoria, in the Colony of Hongkong, on Monday, the 1lth day of August, 

tSeg, ut 12.00 noon, the following resolution was passed as a Special Resolution:- 

"That the following amendments be made to the Articles of Association of the Company:- 

A. That Article No. 14 be deleted in its entirety and be substituted therefore by the undernoted 

as new Article No. 14:- 

Every cetificate for shares or debentures shall be issued under the seal of the Company 

and shall be signed by two Directors of the Company, one of whom shall be the 

Managing Director or an Assistant Managing Director, or by such other person or 

persons as the Directors shall from time to time appoint, and every such signature shall 

È" outogruphic unless there shall be for the time being in force a resolution of the 

Directors aàopting some method or system of mechanical signatures which is controlled 

by (or the use of which is by such resolution restricted to certificates which have been 

appiovea for sealing by) the Auditors, Registrars, transfer Auditors or Bankers of the 

iompuny, in which event any such signature may be effected in accordance with such 

resolution by the method or system so adopted' 

B. That the words "subject as provided in Article No. 14" be inserted between the word "and" 

and the word "the" in the second line of Article No. 117." 

(Sd.) Ping Yuan Tang 

Ping Yuan Tang 

Chairman


CoMPANI L|M|TED 

SPECIAL RESOLUTIONS 

Pursuant to Sections 8, 30, 

Companies Ordinance, 

53 and 116 of the 

Chapter 32. 

SEA TEXTILE 

Edinburgh House, 

5th day of June, 

1' "That the provisions of the Memorandum of Association of the company with respect 

to its objects be altered as follows:- 

A. 

By deleting sub-clause (a) of the Third clause and substituting therefor the following:- 

(a) (i) To carry on all or any of the following businesses viz: manufacturers and 

linen, silk, wool, flax, hemp, jute 

d materials of any substance or 

pool, manufacture, bleach, comb, 

laminate, manipulate, waterproof 

otton, rayon, ,Terylene', nylon, linen, silk, 

(a) 

us, substances whatsoever to manufacture, 

produce and 

of process, synthetic materials of any kind, 

dyestuffs, col 

matèrials, chernical substances or products of 

any kind and 

e and fibrous materials or compounds and to 

convert them 

as may from time to time Èe considered 

expedìent to buy, sell, let on hire, dispose 

d 

materials, substances and products in an 

k 

fit or conducive to the attainment of any 

o 

supply power and carry on the business 

of importers, exporters and general 

ipulate and prepare for market, and 

ions, both wholesale and retail, and 

siness, and to undertake the business of

-II- 

B. By deleting sub-clause (s) of the Third clause and substituting therefor the following:- 

(s) To procure the Company to be registered or recognized in any country or place 

outside Hong Kong. 

2. That each of the 8,000 issued shares and 12,000 unissued shares of $1,000.00 each 

in the capital of the Company be sub-divided into 100 shares of $10.00 each. 

3, That the capital of the Company be increased from $20,000,000.00 Hong Kong 

cumency to 950,000,000.00 Hong Kong currency by the creation of 3,000,000 additional shares 

of $10.00 Hong Kong currency each ranking for dividends and in all other respects pari passu 

with the existing shares in the Company. 

4. That the Company henceforth be a public company and that the regulations contained 

in the printed document submitted to the meeting and for the purpose of identification subscribed 

by the Chairman of the Board of Directors of the Company thereof be approved and adopted as 

the Articles of Association of the Company in substitution for, and to the exclusion of, all the 

existing Articles." 

(Sd.) Ping Yuan Tang 

Ping Yuan Tang 

Chaírman

THE COMPANIES ORÐINANCE OF HONG KONG, 1932 

Company Limited by Shares 

AMENDED 

MEMORANDUM OF ASSOCIATION 

OF 

SINO.I TE CHI\OLOGY LIMITED 

fElt€l¡e^åäÉ,ÀA 

Amcr¡dcd by Spccial Resoiutiom nn¡:rcd o¡ ltt3llgg?', 

3018t 1999 å¡d I lt¿20f}3. 

First:- The name of the company is "sINo-ITECHNOLOGYLIMITED tEl*..€.rä,a.ä-FÊâ.4". 

Amendcd by Spccial Resolutions passed on l8ß/1992,30/8/1999 a¡rd nnnùO3. 

Second:- The registered office of the Company is situate in the Colony of Hong Kong. 

*(a) 

(i) 

To purchase for investment or resale, and to traffic in land and house and other property of any 

tenure and any interest therein, and to create, sell and deal in freehold and leasehold ground rents, 

and to make advances upon the security of land or house or other property or any interest therein, 

and generally to deal in traffic by way of sale, lease, exchange, or otherwise with land and house 

property and any other property whether real or personal, in Hong Kong or any other parts of the world. 

(ii) 

(iiÐ 

(iv) 

(v) 

To develop and turn to account any land acquired by the Company or in which the Company is 

interested, and in particular by laying out and preparing the same for building purposes, constructing, 

altering, pulling down, decorating, maintaining, furnishing, fitting up, and improving buildings, and 

by planting, paving, draining, farming, cultivating, letting on building Iease or building, agreement, 

and by advancing money to and entering into contracts and arrangements of all kinds with builders, 

tenants and others. 

To improve, manage, develop, grant rights or privileges in respect of, or otherwise deal with, all 

or any part of the property and rights of the Company. 

To carry on the business of construction and building contractors, interior and exterior decorators, 

and auctioneers of land and hereditaments, mossuages and tenements and any estate or interest 

therein respectively, to manage estates and properties, to receive and collect rents, and to act as 

attorneys of factors and transact all manner of agency and commission business so far as regards 

lands and hereditaments, messuages and tenements, and any estate or interest therein respectively 

for any person or persons, company corporation for such co¡nmission or consideration and upon 

such terms and conditions as the Company shall think fit. 

To carry on all or any of the businesses usually carried on by land investment, land mortgages 

and real estate companies in all their several branches. 

Third:- The objects for which the Company ìs established are:- 

-l-

*(b) (i) To carry on the business of hotei, restaurant. cafe, roadhouse, motel, holiday camp, caravan site 

anci apartment-house keepers. 

x(c) 

(ii) 

(iii) 

(iv) 

(v) 

(i) 

(ii) 

To fit up and furnish any property for the purpose of lerting ihe same to visitors or guests whether 

in single rooms, suites, chalets, caravans, movable structures, cottages or otherwise. 

To buy, sell (both to persons residing on the company's premises and to non-residents), import, 

produce, manufacture or otherwise deai in food and food products, meats, ,eroceries, fruits, 

confectionery wine, spirit, beer and alcoholic beverages, tobacco, druggist supplies, beverages, 

linen, furniture and furnishings and other articles required in the said businesses. 

To estabiish and provide all kinds of facilities and attractions for customers and others, and in 

particular, reading, writing and smoke rooms, lockers and safe deposits, telephones, telegraphs, 

clubs, stores, shops and lavatories. 

To appropriate any part or parts of the property of the company for the purpose of and to build 

or let shops, offices and other places of business and to use or lease any part o[ the property of 

the company not required for the purposes aforesaid for any purpose for which it may be 

conveniently used or let. 

*Amended by Speciai Resolution passed on 281911993. 

To carry on all or any of the businesses of importers, exporters and general traders, and 1o buy, 

sell, import, export, manipulate and prepare for market, and deal in goods and merchandise of all 

descriptions, both wholesale and retail, and to transact every kind of agency business, and to 

undertake the business of manufacturers' representatlves. 

*Amended by Special Resolution passed on 51611964. 

(d) 

(e) 

(Ð 

(g) 

To carry on any other business whether manufacturing or otherwise which may seem to the company capable 

of being conveniently carried on in connection with the above or calculated direcdy or indirectly to enhance 

the value of or render profitable any of the company's properties or rights. 

To apply for purchase or otherwise acquire any patents, brevets d'invention, licences, concessions, and the 

like conferring an exclusive or non-exclusive information as to any invention which may seem to the 

Company capable of being used for any of the purposes of the Company, or the acquisition of which may 

seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences 

in respect of or otherwise turn to account the property rights or information so acquired. To register in 

Hong Kong or elsewhere any trade mark or design desired to be used to designate the products or 

manufactures of the Company or. goods dealt in by the Company. 

To acquire and undertake the whole or any part of the business properties and liabilities of any person 

or company carrying on any business which the Company is authorised to carry on or possessed of property 

suitable for the purposes of this Company. 

To enter into partnership or enter into any anangement for sharing profits, union of interests, co-operation, 

joint adventure, reciprocal concession, or otherwise, with any person or company carrying on, engaged in, 

To carry on all or any of the following businesses viz: manufacturers and merchants of cotton, 

rayon, 'Terylene', nylon, linen, silk, wool, flax, hemp, jute and other fibres, filaments, fabrics, yarns 

and mate¡ials of any substance or composition whatsoever and to spin, double, spool, manufacture, 

bleach, comb, finish, dye, print, fabricate, weave, make up, laminate, manipulate, waterproof and 

subject to any kind of process cotton, rayon, 'Terylene', nylon, linen" silk, flax, hemp, jute, wool 

and other fibrous, substances whatsoever to manufacture, produce and subject to any kind of 

process, synthetic materials of any kind, dyestuffs, colouring and finishing materials, chemical 

substances or products of any kind and all forms of cellulose and fibrous materials or compounds 

and to convert them into such products as may from time to time be considered expedient to buy, 

sell, let on hire, dispose of or deal in all or any of the aforesaid materials, substances and products 

in any way which the Company may think fit or conducive to the attainment of any of the objects 

of the Company and to supply power and carry on the business of warehousemen and packers- 

-2-

or about to carry on or engage in, any business or transaction which this Company is authorised to carry 

on or engage in or any business or transaction capable of being conducted so as directly or indirectly to 

benefit this Company and to lend money to, guarantee the contracts oi or otherwise assist any such person 

or company, and to take or otherwise acquire shares and securities of any such company, and to sell, hold, 

re-issue with or without guarantee, or otherwise deal with the same. 

(h) 

(i) 

0) 

(k) 

(l) 

(m) 

(n) 

(o) 

(p) 

*(q) 

To take, or otherwise acquire, and hold shares in any other company having objects altogether or in part 

similar to those of this Company, or carrying on any business capable of being conducted so as directly 

or indirectly to benefit this Company. 

To acquire and hold shares, stocks, debentures, debenture stocks, bonds, obligations, and securities issued 

or guaranteed by any Company constituted or carrying on business in Hong Kong or in part of the world, 

and debentures, debenture stocks, bonds, obligations, and securities, issued or guaranteed by any government, 

sovereign ruler, commissioners, publíc body, or authority, supreme, municipal, Iocal, or otherwise, whether 

in Hong Kong or abroad. 

To enter into any arrangements with any governments or authorities, municipal, local, or otherwise, that 

may seem conducive to the Company's objects, or any of them, and to obtain from any such government 

or authority, any rights, privileges, and concessions which the Company may think it desirable to obtain, 

and to carry out, exercise and comply with any such arrangements, rights, privileges, and concessions. 

To promote any company or companies for the purpose of acquiring all or any of the property, rights and 

liabilities of this Company, or for any other purpose which may seem directly or indirectly calculated to 

benefit this Company. 

To establish and support or aid in the establishment and support of associations, institutions, funds, trusts, 

and conveniences calculated to benefit employees or ex-employees of the Company or the dependents or 

connections of such persons, and to grant pensions and allowances, and to make payments towards insurance 

and to subscribe or guarantee money for charitable or benevolent objects, or for any exhibition or for any 

public, general or useful objects. 

Generally to purchase, take on lease, or in exchange, hire or otherwise acquire, any real and personal 

property and any rights or privileges which the Company may think necessary or convenient for the purposes 

of its business and in particular any land, buildings, easements, machinery, plant and stock-in-trade. 

To construct, maintain and alter any buildings, factories or works necessary or convenient for the purposes 

of the Company whether in Hong Kong or elsewhere. 

To lend money to such persons or companies upon security of mortgage of properties in Hong Kong or 

elsewhere either real or personal or upon security of mortgage of shares in other companies or without 

security and on such terms as may seem expedient, and in particular to customers and others having dealings 

with the Company, and to guarantee the performance of contracts by any such persons or company. 

To borrow or raise or secure the payment of money in such manner as the Company shall think fit, and 

ìn particular by the issue of debentures, or debenture stock, perpetual or otherwise, charged upon all or 

any of the Company's property (both present and future), including its uncalled capital, and to purchase, 

redeem or pay off any such securities. 

To guarantee or otherwise support or secure, either with or without the Company receiving any consideration 

or advantage and whether or not exercised in furtherance of the Company's business interest and whether 

by personal covenant or by mortgaging or charging all or part of the undertaking, property, assets and rights 

(present and future) and uncalled capital of the Company or by both such methods or by any other meâns 

whatsoever, the liabilities and obligations of and the payment of any moneys whatsoever (including but 

not limited to capital, principal, premiums, interest, dividends, costs and expenses on any stocks, shares 

or securities) by any person, firm or company whatsoever including but not limited to any company which 

is for the time being the holding company or a subsidiary of the Company or of the Company's holding 

company or is otherwise associated with the Company in its business, and to act as agents for the collection, 

receipt or payment of money, and to enter into any contract of indemnity or suretyship (but not in respect 

-3-

of fire, life and marine insurance business). 


(r) 

(s) 

(r) 

*(u) 

(v) 

(w) 

(x) 

(v) 

(z) 

To draw, make, accept, indorse, discount, execute and issue promissory notes, bills of exchange, bills of 

lading, warrants, debentures and other negotiable or transferable instruments. 

To undertake and execute any trusts the undertaking whereof may seem desirable, and either gratuitously 

or otherwise. 

To sell or dispose of the undertaking of the Company or any part thereof for such consideration as the 

Company may think fit, and in particular for shares, debentures, or securities of any other company having 

objects altogether or in part similar to those of this Company. 

To procure the Company to be registered or recognized in any country or place outside Hong Kong. 


To do all or any of the above things in any part of the world and as principals, agents, contractors, trustees, 

or otherwise, and by or through trustees, agents, or otherwise, or either alone or in conjunction with others. 

To amalgamate with any other company having objects altogether or in part similar to those of this 

Company. 

To purchase, take in exchange, or otherwise acquire and hold ships and vessels or any shares or interests 

in ships or vessels and also shares, stocks and securities of any Company possessed of or interested in 

ships or vessels and to maintain, repair, improve, alter, sell, exchange, or let out to hire or charter or 

otherwise deal with and dispose of any ships, vessels or shares or securities aforesaid. 

To carry on all or any of the businesses of shipowners, shipbrokers, insurance brokers, managers of shipping 

property, freight contractors, carriers by land and sea, barge owners, lightermen, forwarding agents, ice 

merchants, refrigerating stockbrokers, warehousemen, wharfingers and general traders. 

To insure with any company or person against losses, damages, risks and liabilities of all kinds which may 

affect this Company. 

To do all such other things as are incidental or conducive to the attainment of the above objects. 

It is hereby declared that the word "Company" in this clause except where used in reference to this 

Company, shall be deemed to include any partnership or other body of persons whether incorporated or not 

incorporated, and whether domiciled in Hong Kong or elsewhere, and that the objects specified in each paragraph 

of this clause, except where otherwise expressed in such paragraph shall be regarded as separate and independent 

objects of the Company and shall not be limited or restricted by reference to the terms of any other paragraph 

or the name of the Company. 

Fourth:- The liability of the members is limited. 

* Fifth:- The capital of the Company is $3,000,000,000 divided into 3 0,000,000,000 shares of $0.10 each with por¡/er 

to increase or reduce, subdivide and consolidate the share capital and to attach thereto such rights as the Company 

may think frt. 

Amended by Special & Ordinary Resolutions passed on 5/6/1964,18/6/1985,1U511992,9/9/1992,2211111996,27/6/1997,26/9/1997,5/211998,31/8/1998, 

30/8/1999, 3/5/2001 nd 917 /2001. 

-4-

'We' the several persons, whose names, addresses and descriptions are hereto subscribed, are desi¡ous of 

being formed into a Company in pursuance of this Memorandum of Association, and we respectively agree to take 

the number of shares in the capital of the Company set opposite to our respective names:- 

Names, Addresses and Descriptions of Subscribers 

Number of Shares 

taken by each 

subscriber 

SHOU J. CHEN 

R.B.L. 388 Island Road, 

Hong Kong. 

Banker 

One 

KAM KOAM TSING 

2l Man Chung Terrace, 

Hong Kong. 

Banker 

One 

Total Number of Shares Taken ......-... 

Two 

Dated the 16th day of March, 1948. 

WITNESS to the above signatures:- 

(sd.) H. L. K'WAN 

Solicitor, 

Hong Kong. 

-5 

.

TIIE C OMPANIES ORDINAI\CE 

Company Limited by Shares 

NEW ARTICLES OF' ASSOCIÄTION 

ox' 


f HlË'.€.fä ,å.ä'FÊà A 

Amended by Special Resolutions passed o¡ 18/3/1992,30/8/1 999 a¡d 17/7 /2003, 

{' 1. 

Preliminary 

The marginal notes hereto shall not affect the construction hereof. In these Articles unless Interpretation 

inconsistent with the context:- 

"Special Resolution" and "Extraordinary Resolufion" have the meanings given thereto respectively by Section 

116 of the Companies Ordinance. 

"The Company''means the above named Company. 

"The Ditectors" or "Board" means the Directors for the time being entitled to hold office and act as the Di¡ectors 

of the Company, or (as the context may require) the majority present and voting at a meeting of 

Directors. 

"The Office" means the Registered Ofüce fo¡ the time being of the Company. 

"The Ordinance" or "the Companies Ordinance" means the Companies Ordinance (Chaper 32) or any statutory 

modifications thereof. 

"The Register" means the Register of Members to be kept as required by the Companies Ordinance, Section 95. 

"Month" means calendar month. 

"Dividend" includes bonus. 

"In Writing" and "Written" include printing, lithography and other modes of rçresenting or reproducing words 

in a visible form. 

"Clearing House" means a ¡ecognized clearing house within the meaning of the Securities and Futures Ordina¡lce 

(Chapter 571 of the laws of Hong Kong) or a clearing house recognized by the laws of the 

jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such 

jurisdictíon. 

"associate" has the same meaning as in the Listing Rules. 

"Relevant Exchange" means an exchange recognised by the Stock Exchange. 

"Listing Rules" means the Rules Governing the Listing of Securities on the Stock Exchange, as from time to time 

supplemented, amended, substituted or replaced. 

"Stock Exchange" means The Stock Exchange of Hong Kong Limited. 

IVords denoting the singulm number include the plural number and, yice yersa. 

Words denoting persons include corporations. 

'Words denoting mascuiine gender include feminine gørder. 

+ Amended by Special Resolutions passed on 8/9/2003 a\d,111612004. 

2. The Regulations contained in Table A in the First Schedule to the Ordinance shall not apply to the TableAnotto 

Company. 

apply 

6-

Power to 

rssue 

preference 

shares 

3. The Company shall have power to issue preference shares carrying a right to redemption 

out of profits or liable to be so redeemed at the option of the Company, and the directors may, 

subject to the provisions of Section 49 of the Companies Ordinance, exercise such power in any 

manner they may think fit. 

Company *4. The Company may exercise any powers conferred on the Company or permitted by or not 

to finance prohibìted by or not inconsistent with the Ordinance or any other applicable ordinance, 

purchase 

statute, act 

of its own 

or law from time to time to acquire shares in the Company or to give directly or indirectly, by means 

shares of a loan, guarantee, the provision of security or otherwise, financial assistance for the purpose of 

or in connection with a purchase made or to be made by any person of any shares in the Company 

and should the Company acquire its own shares neither the Company nor the Board shall be required 

to select the shares to be acquired rateably or in any other particular manner as between the holders 

of shares of the same class or as between them and the holders of shares of any other class or in 

accordance with the rights as to dividends or capital conferred by any class of shares provided always 

that in case where the primary listing of any share capital of the Company is on The Stock Exchange 

of Hong Kong Limited, any such acquisition or financial assistance shall only be made or given 

in accordance with any relevant rules or regulations issued by The Stock Exchange of Hong Kong 

Limited or the Securities & Futures Commission from time to time. 


Minimum 5. No allotment shall be made of any share capital of the Company unless the amount named 

subscription 

in the relevant prospectus or statement in lien of prospectus as the minimum subscription has been 

subscribed and the sum payable on application therefor has been paid to and received by the 

Company. 

Amount payable 6. The amount payable on application on each share of the Company offered to the public for 

on application subscription shall not be less lhan lOVo of rhe nominal amount of the share. 

Directors to 7. Subject to any resolutions of the Company in general meeting upon any increase of the 

control shares 

capital of the Company, the shares shall be under the control of the Directors, who may allot or 

otherwise dispose of the same to such persons, and on such terms and conditions, either at a premium 

or at par or (subject to the provisions of the Ordinance) at a discount and at such times as the 

Directors think fit, with full power to give to any person the call of any shares either at par or 

at a premium, during such time, and for such consideration as the Directors think fit. 

Retum of 8. As regards all allotments from time to time made, the Directors shall duly comply with 

allotments Section 45 of the Ordinance. 

Instalments 9. If, by the conditions of allotment of any shares, the whole or part of the amount or issue 

on shares to 

price thereof shall be payable by instalments, every such instalment 

be duly paid 

shall, when due, be paid to the 

Company by the person who for the time being shall be the registered holder of the shares, or his 

legal representative. 

Commission 10. The Company may at any time pay a commission to any person for subscribing or agreeing 

for placing 

to subscribe, whether absolutely or conditionally, for any shares, or debentures of the Company, or 

shares 

procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares, or 

debentures of the Company, but so that if the commission shall be paid or payable out of capital 

the statutory conditions and requirements shall be observed and complied with, and the amount or 

rate of commission shall not exceed 10 per cent of the price at which the shares are issued or the 

nominal value of the debentures in each case subscribed, or to be subscribed. The commission may 

be paid or satisfied in cash, or in shares, or debentures of the Company. 

Shares may be 11. The Company may make arrangements on the issue of shares for a difference between 

issued subject 

the holders 

to 

of such shares in the amount of calls 

different 

to be paid and the time of payment of such 

conditions as calls. 

to calls 

Liability of 

joint holders 

72. The joint holde¡s of a share shall be severally as well as jointly liable for the payment of 

all instalments and calls due in respect of such share. 

-7 -

13. Save as herein otherwise provided, the Company shall be entitled to treat the registered Trusts.nor 

holder of any share as the absolute owner thereof, and accordingly shall not, except as ordered by recognised 

a court of competent jurisdiction, or as by Ordinance required, be bound to recognise any equitable 

or other claim to, or interest in, such share on the part of any other person. 

Certificates 

*I4. Every certificate for shares or debentures shall be issued under the seal of the Company 

and shall be signed by two Directors of the Company, one of whom shall be the Managing Director 

or an Assistant Managing Director, or by such other person or persons as the Directors shall from 

time to time appoint, and every such signature shall be autographic unless there shall be for the 

time being in force a resolution of the Directors adopting some method or system of mechanical 

signatures which is controlled by (or the use of which is by such resolution restricted to certif,rcates 

which have been approved for sealing by) the Auditors, Registrars, transfer Auditors or Bankers of 

the Company, in which event any such signature may be effected in accordance with such resolution 

by the method or system so adopted. 


* 15. Every member shall be entitled to one certificate for the shares registered ìn his name, or if 

the Directors so approve (upon paying such fee as the Directors may from time to time determine), to 

several certificates, each for one or more of such shares, and the Company shall complete such 

certificates within two months after allotrnent thereof to him, or within ten business days after the date 

on which a transfer thereof has been lodged with the Company in compliance with Section 70 of the 

Ordinance. 

+ Amended by Special Resolution passed on 111612004' 

*16. If any certificate be worn out or defaced then, upon production thereof to the Directors they 

may order the same to be cancelled, and may issue a new certificate in lieu thereof, and if any 

certificate be lost or destroyed, then, upon proof thereof to the satisfaction of the Directors and on 

such indemnity as the Directors deem adequate being given, and upon payment of the costs and 

expenses incurred by the Company, a new certificate in lieu thereof shall be given to the party entitled 

to such lost or destroyed certificate. For every certificate issued under this Article there shall be 

paid to the Company the sum of HK$2.50 or such other amount as prescribed by any applicable 

laws or by the stock exchange in Hong Kong from time to time. 


I7. The certificate of shares registered in the names of two or more persons shall, unless 

otherwise directed by them, be delivered to the person first named on the Register. 

Calls 

18. The Directors may, from time to time, make such calls as they think fit upon the members 

in respect of all moneys unpaid on the shares held by them respectively, and not by the conditions 

of allotment thereof made payable at fixed times, and such member shall pay the amount of every 

call so made on him to the persons and at the times and places appointed by the Dìrectors. A call 

may be made payable by instalments. 

19. A call shall be deemed to have been made at the time when the resolution of the Directors 

authorising such call was passed. 

20. Seven days' notice of any call shall be given specifying the time and place of payment, and 

to whom such call shall be paid provided that before the time for payment of such call the Directors 

may, by notice in writing to the members, revoke the same or extend the time for payment thereof. 

Zl. If by the terms of the issue of any share or otherwise any amount is made payable at any 

fixed time or by instalments at fixed times, whether on account of the amount of the share or by 

way of premium, every such amount or instalment shall be payable as if it were a call duly made 

by the Directors and of which due notice had been given, and all the provisions herein contained 

in respect of calls shall relate to such amount or instalment accordingly. 

Certificates 

Members' 

right to 

certificates 

New 

Certificates 

To which of 

joint holders 

certificates 

to be issued 

Calls how 

made 

'lVhere call 

to be paid 

'When call dæmed 

to have been 

made 

Notice of call 

to be given 

Amount 

payabie at 

fixed times 

or by instalments 

payable 

as calls 

-8-

When interest 

on calls or 

instalments 

payable 

Evidence in 

action for 

call 

22. If the sum payable in respect of any call or instalment be not paid on or before the day 

appointed for payment thereoi the holder for the time being of the share in respect of which the 

call shall have been made, or the instalment shall be due, shall pay interest for the same at such 

rate not exceeding ten per centum per annum, as the Directors shall determine, from the day appointed 

for the payment thereof to the time of the actuai payment; but the Directors may, if they shall think 

fit, remit the payment of such interest or any part thereof. 

23. On the triai or hearing of any action for the recovery of any money due for any call, it 

shall be sufficient to prove that the name of the member sued is entered in the Register as the holder 

or one of the holders of the shares in respect of which such debt accrued; that the resolution making 

the call is duly recorded in the Minute Book; and that notice of such call was duly given to the 

member sued, in pursuance of these presents; and it shall not be necessary to prove any other matters 

whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt. 

Payments 

of call in 

advance 

*24. The Directors may, if they think fit, rebeive from any member willing to advance the same, 

and either in money or money's worth, all or any part of the sum due upon the shares held by him 

beyond the sums actually called for; and upon the amount so paid or satisfied in advance, or so 

much thereof as from time to time exceeds the amount of the calls then made upon the shares in 

respect of which such advance has been made, the Company may pay interest at such rate as the 

member paying such sum in advance but that the member shall not be entitled to participate ìn a 

dividend subsequently declared in respect of the said shares. And the Directors may at any time 

repay the amount so advanced upon giving to such member three months' notice in writing. 

*Amended by Special Resolutions passed on 281911993 and 291611990. 

Forfeiture and Lien 

If call or 

instalment 

not paid 

notrce may 

be given 

Form of 

notice 

lf notice not 

complied 

with shares 

may be 

forfeited 

Evidence of 

forfeiture 

Notice after 

forfeiture 

Forfeited share to 

become propeny 

of the Company 

Power to 

annul 

forfeiture 

25. If any member fails to pay any call or instalment on or before the day appointed for the 

payment of the same, the Directors may at any time thereafter, during such time as the call or 

instalment remains unpaid, serve a notice on such member requiring him to pay the same together 

with any interest that may have accrued and all expenses that may have been incurred by the 

Company by reason of such non-payment. 

26. The notice shall name a day (not being less than fourteen days from the date of such notice), 

and a place or places, on and at which such call or instalment and such interest and expenses as 

aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before 

the time and at the place appointed, the shares in respect of which the call was made or instalment 

is payable will be liable to be forfeited. 

27 . If the requisitions of any such notice as aforesaid are not complied with, any shares in respect 

of which such notice has been given may, at any time thereafter, before payment of all calls or 

instalments, interest and expenses, due in respoct thereof be forfeited by a resolution of the Directors 

to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares, 

and not actually paid before the forfeiture. 

28. A certificate in writing under the hands of a director stating that a share has been forfeited 

shall be conclusive evidence of such forfeiture, and an ontry of every such certificate shall be made 

in the Minutes of the proceedings of the Directors. 

29. When any share shall have been so forfeited, notice of the forfeiture shall be given to the 

member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, 

with the datè thereof, shall forthwith be made in the Register. 

30. Any shares so forfeited shall be deemed to be the property of the Company, and the Directors 

may sell, re-allot, and otherwise dispose of the same in such manner as they think fit. 

31. The Directors may, at any time, before any share so forfeited shall have been sold, reallotted, 

or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think 

fit. 

-9-

*?2.'- 

- 

Any member whose shares have been forfeited shall, notwithstanding, be liable to pay, and 

shall forthwith pay to the Company, all calls, instalments, interest and expenses, owing upon or in 

respect of such shares at the time of forfeiture, together with interest thereon, from the time of 

forfeiture until payment, at the rate of ten per centum per annum, and the Directors may enforce 

the payment of such moneys or any part thereof if they shall think fit, but shall not be under any 

obligation so to do. 

*Amended by Special Resolutioh passed on 29t911993. 

Arrears to be 

paid notwithstanding 

forfeiture 

*33. The Company shall have a first and paramount lien (except fully-paid shares) upon all the shares 

registered in the name of each member (whether solely or jointly with others) and upon the proceeds 

of sale thereof, for his debts, liabilities and engagements, solely or jointly with any other person, to or 

with the Company, whether the period for the payment, fulfilment, or discharge thereof shall have actually 

arrived or not, and no equitable interest shall be created in any shares excepr upon the footing and 

condition that Article 13 hereof is to have full effect. And such lien shall extend to all dividends from 

time to time declared in respect of such shares. Unless otherwise agreed, the registration of a transfer 

of shares shall operate as a waiver of the company's lien, if any, on such shares. 

*Amended by Special Resolution passed on 2916/1990. 

Company's 

lien on shares 

34. For the purpose of enforcing such lien, the Directors may sell the shares subject thereto 

in such manner as they think fit; but no sale shall be made until the period as aforesaid shall have 

arrived, and until notice in writing of the intention to sell shall have been served on such member, 

his executors or administrators, and default shall have been made by him or them in the payment, 

fulfilment or discharge of such debts, liabilities or engagements for seven days after such notice. 

35' The net proceeds of any such sale shall be applied in or towards satisfaction of the said 

debts, liabilities or engagements and the residue (if any) paid to him, his executors, administrators, 

or assigns. 

36. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers 

hereinbefore given, the Directors may appoint some person to execute an instrument of transfer of 

the shares sold and cause the purchaser's name to be entered in the Register in respect of the shares 

sold, and the purchaser shall not be bound to see to the regularity of the proceedings, or to the 

application of the purchase money, and after his name has been entered in the Register in respect 

of such shares, the validity of the sale shall not be impeached by any person, and the remedy of 

any person aggrieved by the sale shall be in damages only and against the Company exclusively. 

As to 

enforcing 

lien by sale 

Application 

of proceeds 

of sale 

Validity of 

sale under 

Articles 30 

and 34 

Transfer of Shares 

x37. No transfer shall be registered unless a proper instrument of transfer has been delivered to 

the Company. The instrument of transfer of any share in the Company shatl be in writing and duly 

stamped and shall be signed both by the transferor and transferee and the transferor shall be deemed 

to remain the holder of such shares until the name of the transferee is entered in the Register in 

respect thereof' Apart from the aforesaid, fully-paid shares shall be free from any restriction on the 

right of transfer. 

*Amended by Special Resolurion passed on 29t6tlg9\. 

sûÌ¡ment of kansfer in writing in üe form contained. 

or inâny orhe_r_form acceptab-le to the nir"üðn unã 

Ji"1H:ffi*,fJff"Så¿*Jffl,ff :li3'.åtrH:iå 

* Amended by Speciai Resoiution passed on Bt9l2OO3. 

39. The Directors may decline to register any transfer of shares upon which the Company has 

a lien; and in the case of shares not fully paid up, may refuse to register a transferee of whom they 

do not approve. 

40. Every instrument of transfer shall be left at the office for registrarion, accompanied by the 

certificate of the shares to be transferred and such other evidence as the Company may require to 

prove the title of the transferor, or his right to transfer the shares. All instruments of transfer which 

shall be registered shall be retained by the Company, but any instrument of transfer which the 

Restrictions 

of transfer 

Form of 

transfer 

In what cases 

directors may 

decline to register 

transfer 

T¡ansfer to be 

left at office 

and evidence 

of title 

-10-

Directors may decline to register shall on demand be returned to the person depositing the same. 

Fee on 

transfèr 

*41. A fee not exceeding HK$2.50, or such other amount as prescribed by any applicable laws 

or by the siock exchange in Hong Kong from time to time, may be charged for each transfer, and 

shall, if required by the Directors, be paid before the registration thereof. 

xAmended by Special Resolution passed on 231911996 

'When 

transfer 

book and 

regrster may 

be closed 

42. The transfer books and register of members may be closed during such time as the Directors 

think fit, not exceeding 14 days at a time and a maximum of 30 days in each year provided that 

notice of each closure shall be advertised at least once in two daily newspapers in Hong Kong before 

the date of the closure. 

Transmission 

Transmission 

on death of 

membsr 

43. The executors or administrators of a deceased member not being one of several joint holders 

shall be the only persons recognised by the Company as having any title to the shares registered 

in the name of such member, and in the case of the death of any one or more of the joint registered 

holders of any registered shares, the survivors shall be the only persons recognised by the Company 

as having any title to or interest in such shares. 

Transmission 

clause 

Directors' 

right to 

refuse 

registratìon 

44. Any person becoming entitled to shares in consequence of the death or bankruptcy of any 

member, upon producing proper evidence of the grant of probate or letters of administration or such 

other evidence that he sustains the character in respect of which he proposes to act under this Article, 

or of his title, as the Directors think sufficient, may, with the consent of the Directors (which they 

shall not be under any obligation to give) be registered as a rnember in respect of such shares, or 

may, subject to the regulations as to transfer hereinbefore contained, transfer such shares. This Article 

is hereinafter referred to as "the Transmission Clause". 

45. The Directors shall have the same right to refuse to register a person entitled by transmission 

to any shares or his nominee, as if he were the transferee named in an ordina¡y transfer presented 

for registration. 

Increase and Reduction of Capital 

Power to 

rncrease 

capital 

On what 

conditions 

new shares 

may be 

issued 

When to be 

offered to 

existing 

members 

How fa¡ new 

sha¡es to rank 

with shares in 

original 

capital 

Reduction of 

Capital 

46. The Company may, by an ordinary resolution in general meeting, from time to time increase 

the capital by the creation of new shares of such amount as may be deemed expedient. 

47. The new shares shall be issued upon such terms and conditions, and with such rights and 

privileges annexed thereto, as the general meeting, resolving upon the creation thereot', shall direct, 

and if no direction be given, as the Directors shall determine; and in particular such shares may 

be issued with a preferential or qualified right to dividends, and in the distribution of assets of the 

Company, and with a special or without any right of voting. 

48. The Company in general meeting may, before the issue of any new shares, determine that 

the same, or any of them, shall be offered in the first instance, and either at par or at a premium, 

to all the then members in proportion to the amount of the capital held by them, or make any other 

provisions as to the issue and allotment of the new shares; but in default of any such determination, 

or so far as the same shall not extend, the new shares may be dealt with as if they formed part 

of the shares in the original capital. 

49. Except so far as otherwise provided by the conditions of issue, or by these presents, any 

capital raised by the creation of new shares shall be considered part of the original capital, and shall 

be subject to the provisions herein contained with reference to the payment of calls and instalments, 

transfer and transmission, forfeiture, lien, voting, surrender and otherwise. 

50. The Company may, from time to time, by special resolution, reduce its capital and any 

capital redemption reserve fund in any manner and with and subject to any incident authorised and 

consent required by law; and the Company may also, by ordinary resolution, sub-divide or consolidate 

its shares or any of them, or cancel shares which have not been taken up or agreed to be taken 

- 

ll -

up by any person, and the Directors may, subject to the provisions of the Ordinance, accept surrenders 

of shares. 

51. The resolution whereby any share is sub-divided may determine that, as between the holders sub-division 

of the shares resulting from such sub-division, one or more of such shares shall have some preference 

and ordrnary 

or special advantage as regards dividend, capital, voting or otherwise over or u, .o-pu."à with the 

other or others. 

Modifïcation of Rights 

into preferred 

*52. Whenever the capital, by reason of the issue of preference shares or otherwise, is divided Power to 

into different classes of shares, all or any of the rights and privileges attached to each class may 

subject to the provisions of Section 64 of the Ordinance be modified, abrogated, or dealt wìth by 

an Extraordinary Resolution passed at a separate general meeting of the holders of the shares of 

that class, and all the provisions hereinafter contained as to general meetings shall mutatis mutandis 

apply to every such meeting except that the quorum thereof (other than an adjourned meeting) shall 

be members holding, or representing by proxy, one third of the nominal amount of the issued shares 

of the class. This Article is not by implication to curtail the power of modification which the 

Company would have if this Article were omitted. 


Bonowing Powers 

modifv rights 

53. The Directors may, from time to time, at their discretion, raise or borrow, or secure the Power to 

payment of, any sum or sums of money for the purposes borrow 

of the Company. 

54. The Directors may raise or secure the repayment of such sum or sums in such manner and Condirions 

upon such terms and conditions in all respects as they may think fit, and, in particular, by the issue on which 

of bonds, perpetual or redeemable, debentures, or any mortgage, charge or other security on the ;Ï:t ffJ, 

undertaking of the whole or any part of the property of the Company (both present and future), 

including its uncalled capital for the time being. 

55. Debentures, bonds or other securities may be made assignable free from any equities between Securities may 

the Company and the person to whom the same may be issued. 

1r"..îliff.f1i,., 

56. Any debentures, bonds, or other securities may be issued at a discount, premium, or Lssue at 

otherwise, and with any special privileges, as to redemption, surrender, drawing, allotment of shares, |Ii,ü'lo"JÏ, 

attending and voting at general meetings of the Company, appointment of directors, and otherwise. privileges 

57. The Directors shall cause a proper Register to be kept in accordance with Section 89 of Register of 

the Companies Ordinance, of all mortgages and charges specifically affecting the property of the i"[ti:i to be kept 

Company; and shall duly comply with the requirements ol Section 80 of the Ordinance, in regard 

to the registration of mortgages and charges therein specified and otherwise. 

58. Where any uncalled capital of the Company is charged, all persons taking any subsequent Mortgages of 

charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice iltcltt¡o 

to the shareholders or otherwise, to obtain priority ou"a ,u"h prior charge 

59. If the Directors or any of them, or any other persons, shall become personally liable for Indemnity 

the payment of any sum primarily due from the Company, the Directors may execute or cause to 

be executed any mortgage, charge, or security over or affecting the whole or any part of the assets 

of the Company by way of indemnity to secure the Directors or persons so becoming iiable as 

aforesaid from any loss in respect of such liability. 

.General Meetings 

' 

capital 

may be given 

*60. A general meeting of the Company shall be held once in every calendar year at such úme not being 

more than fifteen months after the holding of the last preceding general meeting and at such plac" a, mai 

t il:ïtJtf' 

when Gener¿l 

-12-

e determined by the Directors. Such general meetings shall be called the "Annual General Meetings," and 

all other general meetings of the Company shall be called "Extraordinar-v General Meetings." 

*AmendeC by Special Resolution passed on 28/9/1993. 

When 

ExtraordinarY 

Meetings to 

be called 

61. The Directors may, whenever they think fit, convene an extraordinary general mesting, and 

they shall, on the requisition of members of the Company representing not less than one-tenth of 

such of the paid-up capital of the Company as at the date of the requisition carries the right of voting 

at general meetings, forthwith proceed to convene an extraordinary general meeting of the Company, 

and in the case of such requisition the following provisions shall have effect:- 

(1) 

(2) 

(3) 

(4) 

The requisition must state the objects.of the meeting and must be signed by the requisitionists 

and deposited at the Office, and may consist of several documents in like form each signed 

by one or more of the requisitionists. 

If the Directors do not proceed to cause a meeting to be held within twenty-one days from the date 

of the requisition being so deposited, the requisitionisß or any of them representing more than onehalf 

of the voting rights of all of them may themselves convene the meeting, but any meeting so 

convened shall not be held after the expiration of ttree months from the date of such deposit. 

In the case of a meeting at which a resolution is to be proposed as a special resolution, 

the Directors shall be deemed not to have duly convened the meeting if they do not give 

such notice as is required by Section 116 of the Ordinance. 

Any meeting convened under this clause by the requisitionists shall be convened in the same 

manner as nearly as possible as that in which meetings are to be convened by the Directors. 

(5) A requisition by joint holders of shares must be signed by all such holders. 

Notice of 

meetlng 

As to om¡ssron 

to give notice 

63. The accidental omission to give any such notice to or the non-receipt of any such notice 

by any of the members shall not invalidate any resolution passed at any such meeting. 

Proceedings at General Meetings 

Proceedings 

at Ceneral 

Meeting 

Quorum 

Chairman at 

meehngs 

'When, 

if 

64. The business of an Annual General Meeting shall be to receive and consider the Profit and 

Loss Account, the Balance Sheet, and the Reports of the Directors and of the auditors, to elect 

directors in place of those retiring and auditors and hx their remuneration, to sanction dividends 

and to transact any other business which, under these presents, ought to be transacted at an Annual 

General Meeting. All other business transacted at an Annual General Meeting, and all business 

transacted at an Extraordinary General Meeting, shall be deemed special. 

65. Three members personally present shall be a quorum for all purposes at general meetings. 

No business shall be transacted at any general meeting unless the requisite quorum shall be present 

at the commencement of the business. 

66. The Chairman of the Board of Directors shall be entitled to take the chair at every general 

meeting. If at any meeting the chairman shall not be present within fifteen minutes after the time 

appointed for holding such meeting, or is unwilling to act, the directors present may choose a 

chairman, and in default of their doing so the members present shall choose one of the oirectors 

to be chairman, and if no director present be willing to take the chair, shall choose one of their 

number present to be chairman of the meeting. 

61 . If within half an hour from the time appointed for the meeting a quorum is not present, 

*62. When it is proposed to pass a special resolution twenty-one days' notice, and in other cases 

fourteen clear days' notice to the members specifying the place, the day and hour of meeting, and, 

in case of special business the general nature of such business, shall be given to members either 

by advertisement or by notice sent by post, or otherwise served as hereinafter provided. 

*Amended by Special Resolution passed on 281911993- 

-13-

the meeting, if convened upon the requisition of members, shall be dissolved, but in any other case it shall stand quorum not present, 

adjourned to the same day in the next week, at the same time and place, or to such other day, time and place as 

meeting to be 

dissolved and when 

the Directors may by notice to the shareholders appoint. If at such adjourned meeting a quorum is not present 

to be adjoumed 

any two members who are personally present shall be a quorum, and may transact the business for which the 

meeting was called. 

* 68. Subject to the rules prescribed by any Relevant Exchange from time to time, at every general How questions to be 

meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless (before or upon decided 

the declaration of the result of the show of hands) a poll is demanded by the persons specified in Article 69, and 

in the case of an equality of votes, the Chairman shall, both on a show of hands and on a poll, have a casting vote 

in addition to the vote or votes to which he may be entitled as a member. 

* Amended by Special Resolution passed on 1 l/6/2004 

* 69. 

At any general meeting unless a poll is demanded by: 

(a) the chairman of the meetìng; or 

(b) at least three members present in person or 

resolution; or 

What is to be 

evidence of the 

passing of a 

resolution where poll 

by proxy having the right to vote on the notdemanded 

(c) a member or members present in person or by proxy representing in aggregate not less than 

one-tenth of the total voting rights of all the members having the right to attend and vote at 

the meeting; or 

(d) a member or members present in person or by proxy holding shares conferring the right to 

attend and vote at the meeting on which an a1gïegate sum has been paid up equal to not less 

than one-tenth ofthe total sum paid up on all the shares conferring that right; 

and a demand for a poll by a person as proxy for a member shall be as valid as if the demand were made by the 

member himself, a declaration by the Chairman that a resolution has been carried, or carried by a particular 

majority, or lost, or not carried by a particular majority, and an entry to that effect in the book of proceedings of 

the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes 

recorded in favour of or against such resolution. 

+ Amended by Special Resolutions passed on 2819/1993 znd 1l16120o4 

70. If a poll is demanded as aforesaid, it shall be taken at such time and place and in such manner as the poll 

Chairman of the meeting directs, and either at once or after an interval or adjoumment, or otherwise, and the 

result of the poll shall be deemed to be the resolution of the meeting, at which the poll was demanded. The 

demand of a poll may be withdrawn. In case of any dispute as to the admission or rejection of a vote, the 

Chairman shall determine the same, and such determination made in good faith shall be final and conclusive. 

71. The Chairman of a general meeting may, with the consent of a meeting, adjoum the same from time 

to time and from place to place, but no business shall be transacted at any adjourned meetìng other than the 

business left unfinished at the meeting from which the adjoumment took place. 

72. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any 

business other than the question on which a poll has been demanded. No poll shall be demanded on the 

election of a Chairman of a meeting, and a poll demanded on a question of adjoumment shall be taken at the 

meeting without adj oumment. 

Votes of Members 

Power to adjoum 

General Meeting 

Business may 

proceed 

notwithstanding 

demand of poll 

In what case poll 

taken without 

adjoumment 

t) 

(a) Upon a show of hands every member present in person shall have one vote. 

Votes of members 

(b) Upon a poll every member present in person or by proxy shall have one vote for each share 

held by him. 

74. No member not personally present shall be entitled to vote on a show of hands, unless such 

member is a corporation present by proxy or a company present by a representative duly authorised under 

Section I I 5 of the Ordinance, in which case such proxy or representative may vote on the show of hands as if he 

were a member of the Company. When shares are held in the name of a f,rrm, any one of the partners of such 

firm shall be entitled to vote in respect ofsuch shares. 

75. Any person entitled under the Transmission Clause (supra Article 44) to transfer any shares may 

vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such 

shares, provided that 48 hours at least before the time of the holding of the meeting or adj oumed meeting, as the 

case may be, at which he proposes to vote, he shall satisfy the Directors of his right to transfer such shares, 

unless the Directors shall have previously admitted his right to vote at such meeting in respect hereof. 

t4 

No voting by proxy 

on show ofhands 

Votes in respect of 

shares of deceased 

and bankrupt 

members

Joint holders 76 Where there are joint registered holders of any share any one of such persons may vote at any 

meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; and if more 

than one of such joint holders be present at any meeting, personally or by proxy, that one ofthe said persons so 

present whose name stands first on the Register in respect of such shares shall alone be entitled to vote in respect 

thereof. Several executors or administrators of a deceased member in whose sole name any share stands shall 

for the purpose of this Article be deemed j oint holde¡s thereof. 

* 77. Where a shareholder is a Clearing House (or its nominee), it may appoint such person or persons as 

it thinks fit to act as its proxy or proxies or as its corporate representative or representatives at any general 

meeting of the Company or at any meeting of any class of shareholders provided that, if more than one proxy or 

corporate representative is so appointed, the appointment shall specify the number and class of shares in respect 

ofwhich each such proxy or corporate representative is so appointed. A person so appointed under this Article 

shall be entitled to exercise the same po\üers on behalf of the Clearing House (or its nominee) which he 

represents as that Clearing House (or its nominee) could exercise as if it were an individual shareholder. 

+ Amended by Special Resolutions passed on 28l9/1994 and8l9l2o03 

Proxies 

permitted 

Instlument 

appointing proxy 

to be in writing 

Appointment of 

proxy must be 

deposited 

When vote by 

proxy valid 

though authority 

revoked 

Form of 

Proxy 

No member 

entitled to vote, 

etc. while call due 

to the Company 

Voting reshiction 

under the Listing 

Rules 

Resolution in 

writing of 

directors in 

certain cases, to 

be equivalent to 

resolution of 

general meetìng 

Number of 

Directors 

78. On a poll, votes may be given either personally or by proxy, or by an attorney, or in the case of a 

Company, by a representative duly authorised as hereinafter mentioned. 

* 79. The instrument appointing a ptoxy shall be in writing, under the hand of the appointor or of his 

attomey duly authorised in writing, or, if such appointor is a corporation, either under its coÍlmon seal or under 

the hand ofan officer ot attorney so authorised. 

+ Amended by Special Resolution passed on 28l9/1993 

80. The instrument appointing a proxy and the power of attomey (if any) under which it is signed and 

any po\¡ver of attorney under which any member claims to vote for an absent member shall be deposited at the 

office of the Company not less than forty-eight hours before the time fixed fo¡ holding the meeting or adjoumed 

meeting, or poll as the case may be, at which the person named in such instrument proposes to vote. Provided 

always that a general proxy or power of attomey once duly lodged shall be operative until withdrawn or 

superseded. 

81. A vote given in accordance with the terms of an instrument of proxy or a power of attomey shall be 

valid notwithstanding the previous death of the principal, or revocation of the proxy, or power of attomey, or 

transfer of the share in respect which the vote is given, provided no intimation in writing of the death, 

revocation, or transfer shall have been received at the office of the Company before the meeting. 

* 82. Every instrument of proxy, whether for a specified meeting or otherwise, shall, as nearly as 

circumstances will admit, be in the form specified in Schedule B to these presents or in such other form or to 

such other effect as the Directors shall from time to time, notwithstanding the form in the said Schedule, 

approve of, but that the use oftwo-way form shall not be precluded. 

* Amended by Special Resolution dated29l6l1990 

83. No member shall be entitled to be present, or to vote on any question, either personally or by proxy, 

or as proxy for another member, at any general meeting or upon a poll, or be reckoned in a quorum, whilst any 

call, or other sum shall be due and payable to the Company in respect of any of the shares of such member. 

* 834. Where any member is, under the Listing Rules, required to abstain from voting on any particular 

resolution or reshicted to voting only for or only against any particular resolution, any vote cast by or on behalf 

of such member in contravention of such requirement or restriction shall not be counted. 

* Amended by Special Resolution dated 11/6120o4 

84. Any resolution passed by the Directots, notice whereof shall have been given to the members in the 

manner in which notices are hereinafter directed to be given, and which shall, within one month after it shall 

have been so passed, be ratified and confirmed in writing by members entitled at a poll to three-fifths of the 

votes, shall be as valid and effectual as a resolution of a general meeting; but this Article shall not apply to a 

resolution for winding up the Company, or to a resolution passed in respect of any matter which by the 

Ordinance o¡ these presents ought to be dealt with by special or extraordinary resolution. 

* 85. 

Directors 

Unless otherwise determined by the Company in general meeting, the number of Directors shall not 

be less than two. There shall be no maximum number of Directors unless otherwise determined from time to 

time by members of the Company in general meeting. 

* Amended by Special Resolutions passed on 2016/1986 and29l512006' 

15

* 96. A director shall not be required to hold any share in the capital of the Company. Qualification 

* Amended by Special Resolution passed on 1816/1985. 

* 87. The Directors shall have power at any time, and from time to time, to appoint any other qualiflred Casual vacancv 

person as director, either to fill a casual vacaîcy, or as an addition to the Board, but so that the number of 

Directors so appointed shall not at any time exceed any maximum number determined from time to time by 

members of the Company in general meeting. Any Director so appointed to fill a casual vacancy shall hold 

office only until the next general meeting of the Company and any Di¡ector so appointed as an addition to the 

Board shall hold office only until the next Annual General Meeting of the Company, and in each case shall then 

be eligible for re-election. 

* Amended by Special Resolutions passed on 10/6/2005 and29l512o06 

88. The Directors shall be paid out of the funds of the Company as remuneration for their service such Remuneration 

of Directors 

sum per annum as the Company in general meeting may from time to time determine. The Company in general 

meeting may postpone the time of payment of any remuneration otherwise presently payable to a director. The 

directors shall also be paid their reasonable travelling and other expenses incurred in consequence of their 

attendances at Board meetings, and otherwise in the execution of their duties as directors. 

89. If any director, being willing, shall be called upon to perform extra services, or to make any special 

exertions in going or residing abroad, or otherwise, for any of the purposes of the Company, the Company shall 

remunerate such director, either by a fixed sum or by a percentage of profits, or otherwise, as may be determined 

by the Directors, and such remunqation may be either in addition to or in substitution for his share in the 

remuneration above provided. 

90. The continuing directors may act notwithstanding any vacancy in their body; but so that if the 

number falls below the minimum above fixed the Directors shall not, except in emergencies, or for the purpose 

of filling vacancies, act so long as the number is below the minimum' 

Disqualification of Directors 

91 The office of a director shall ipso facto be vacated:- 

(a) lf he becomes bankrupt or suspends payment or compounds with his creditors. 

(b) If he is found lunatic or becomes of unsound mind. 

(c) Ifhe ceases to hold the requisite qualification to qualifyhim for office. 

(d) If by notice in writing to the Company he resigns his office. 

(e) Ifhe is requested by all his co-directors to resign. 

(Ð If he is absent from the meetings of the Directors for a continuous period of six months 

without appointing a substitute director or without the consent of the other directors and the 

Board of Directors resolve that his office be vacated. 

(e) Ifhe becomes prohibìted from being a director by reason of any order under Section 208 or 

260 of the Ordinance. 

(h) If he is removed by the Company under the provisions of Article 99 hereof. 

* 92. (A) Subject to the Listing Rules and to paragraph (C) herein, no Director shal1 be disqualified by 

his offrce from holding any office or place of profit under the Company or under any 

company in which the Company shall be shareholder or otherwise interested, or from 

contracting with the Company either as vendor, purchaser, or otherwise, nor shall any such 

contract, or any contract or arangement entered into by or on behalf of the Company in 

which any Director shall be in any way interested, be avoided, nor shall any Director be liable 

to account to the Company for any profit arising from any such office or place of profit or 

realised by any such contract or aÍangement by reason only of such Director holding that 

office or ofthe fiduciary relations thereby established, but it is declared that the nature ofhis 

interest must be disclosed by him at the meeting of the Directors at which the contract or 

arrangement is first taken into consideration ifhis interest then exists, or in any other case, at 

the first meeting of the Directors after the acquisition of his interest. If a Director becomes 

interested in a contract or arrangement after it is made or entered into the disclosure of his 

Extra service 

Directors may act 


vacancy 

When offìce of 

director to be vacated 

Directors may 

contract with the 

Company 

t6

interest shall be made at the hrst meeting of the Directors held after he becomes so interested. 

(B) 

(c) 

In a situation where a Director is entitled to vote, he would also be entitled to form part of the 

quorum and vice versa. A general notice that a Director is a member of any specified firm or 

*-puny, and is to be regarã'ed as interested in all transactions with that firm or company, shall be 

,uffr.i.nt disclosure undãr this Article as regards such Director and the said transactions, and after 

such general notice it shall not be necessary for such Director to give a special notice relating to 

any particular transaction with that firm or company. 

A Director shall not vote (or be counted in the quorum at a meeting of the Directors) in relation to 

any resolution ofthe Boaid relating to any contract or arrangement or other proposal in which he 

has an interest which (when taken together with any interest of any of his associates) is to his 

knowledge a material interest and, ifhe purports to do so, his vote shal1 not be counted, but this 

prohibitiãn shall not apply and a Directoi may vote (and be counted in the quorum) in respect of 

any resolution concerning any one oÍ more of the following matters: 

(Ð the giving to him or any ofhis associates of any guarantee, indemnity or security in respect of 

-ori.y lelnt or obligatións incurred or undertaken by him or any of them at the request of or 

for the benef,rt of the Company or any of its subsidiaries; 

(ii) the giving to a third party of any guarantee, indemnity or security in respect of a debt or 

oblilation of the Company or any of its subsidiaries for which he himself or any of his 

associates has assumed responsibility in whole or in part and whether alone or jointly under a 

guarantee or indemnity or by the giving of security; 

(iii) any proposal concerning an offer of shares or debentures or other securities of or by the 

Company or any other ão.nputry which the Company may promote or be interested in for 

subsôripiion or purchase whére the Director or any ofhis associates is or is to be interested as 

a participant in the underwriting or sub-underwriting of the offer; 

(iv) any contract or aïrangement in which he or any of his associates is interested in the same 

-á.rn", 

as otherholders of shares or debentures or other securities of the Companybyvirtue 

only of his or their interest in shares or debentures or other securities of the Company; 

(,0) any proposal or arrangement conceming any other company (not being a company in which 

ttré Oirector and any o}his associates in aggregate own 5 percent or more) in which he or any 

-interested 

ofhis associates is 

dftectly or indirectly as an offrcer or shareholder or in which he 

or his associates is/are beneficially interested in shares of that company; 

(ui) any proposal or arangement conceming the adoption, modiflrcation or operation of a pørsion 

fund or retirement, delath or disability benefits scheme which relates both to Directors, theit 

associates and employees ofthe Company or of any ofits subsidiaries and does not provide 

in respect of any birLctor, or any of his associates, as such any privílege or advantage not 

g.n"rålly accorded to the class ofpersons to which the fund or scheme relates; and 

(vii) any proposal or arrangement conceming the benefît of employees of the Company or of any 

of its subsidiaries including the adoption, modification or operation of any employees' share 

scheme or any share inceniive or share option scheme under which the Director or any of his 

associates may benefit. 

(D) 

(E) 

A company shall be deemed to be one in which a Director and any of his associates in aggregate 

own 5 percent. or more if and so long as (but only if and so long as) they are (either-directly or 

indirectìy) the holder of or beneficially interested in 5 percent. or more of any class of the eqlity 

,hur. capitul of that company in issue (or of any third company through which the interest of the 

Di¡ector or that of his associates is derived) or of the voting rights available to members of that 

company. For the purpose of this paragraph of this Article there shall be disregarded any shares 

heldbyihe Directór or any of his ãssociates as bare or custodian trustee and in which he and his 

associates have no beneficial interest, any shares comprised in a trust in which the interest of him 

and his associates is in reversion or remainder if and so long as some other person is entitled to 

¡eceive the income of the trust and any shares comprised in an authorised unit trust scheme in 

which he or any ofhis associates is interested only as a unit holder' 

Where a company in which a Director and any of his associates in aggregate own 5 percent or 

more is mateilaliy interested in a confract, proposal or arrangement, he shall also be deemed 

materially interested in that contract, proposal or arrangement' 

77

(F) If any question arises at any meeting as to the materiality of an interest of a Director (other 

than the chai¡man of the meeting) or any of his associates or as to the entitlement of any 

Director (other than the chairman of the meeting) to vote and the question is not resolved by 

his voluntarily agreeing to abstain from voting, the question shall be referred to the chairman 

of the meeting and his ruling in relation to the Director concemed shall be final and 

conclusive except in a case where the nature or extent of the interest of the Director 

concerned or any of his associates, so far as known to him, has not been fairly disclosed. If 

any question shall arise in respect of the chairman of the meeting or any of his associates and 

is not resolved by his voluntarily agreeing to abstain from voting, the question shall be 

decided by a resolution of the Directors (for which purpose the chairman shall be counted in 

the quorum but shall not vote on the matter) and the resolution shall be final and conclusive 

except in a case where the nature or extent of the interest of the chairman or any of his 

associates, so far as known to him, has not been fairly disclosed. 

* Amended by Special Resolutions passed on 2916/1990 znd 11 1612004 

93. A director of this Company may be, or become, a director of any company promoted by this 

Company, or in which it may be interested as a vendor, shareholder or otherwise, and no such director shall be 

accountable for any benefits received as a director or member of such company' 

Rotation of Directors 

* 94. 

Director may be 

director ofcompany 

promoted by the 

Company 

At each Annual General Meeting of the Company, and notwithstanding any contractual or other Rotation and 

terms on which a Director may be appointed or engaged, one-third of the Directors for the time being (or if their retirement of 

number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by directors 

rotation, provided that, notwithstanding anything herein, every Director (including those appointed for a specific 

term) shaìl be subject to retirement by iotation at least once every three years. A retiring Director shall be eligible 

for re-election and shall act as a Director throughout the meeting at which he retires. 

* Amended by Special Resolution passed on l0/6/2005. 

* 95. Subject to Article 94,the Directors to retire byrotation shall include (so far as necessaryto ascertain Which directors to 

the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for retire 

re-election; and any further Directois so to retire shall be those of the other Directors subject to retirement by 

rotation who have been longest in office since their last re-election or appointment and so,that, as between 

persons who became o, *.i. last re-elected Directors on the same day, those to retire shall (unless they 

otherwise agree among themselves) be determined by lot. Any Director appointed pursuant to Article 87 who 

may only hãld office-until any particular Annual G neral Meeting of the Company shall not be taken into 

account in determining which particular Directors or the number of Directors who are to retire by rotation at that 

Annual General Meeting pursuant to Articles 94 and95. 

* Amended by Special Resolution passed on lol612005 

96. The Company in general meeting may, subject to the provisions of these Articles, from time to time, 

appoint new directors, and may increase or reduce the number of directors in offltce, and may alter their 

quàlif,rcation, and may also determine the term such increased or reduced number ofdirectors is to hold office or 

go out ofoffice. 

* 97. The Company at any general meeting at which any directors retire in manner aforesaid may hll up Meeting to fìll up 

the vacated offices by eleõting u iiki number of qualified persons to be directors, and, subject to the requirements vacancres 

of Afiicle 100, may hll up any other vacancies. 

+ Amended by Special Resolution passed on l0l6/2005. 

* 98. Intentionally deleted. 

t Amended by Special Resolution passed on 10/6/2005. 

Power for general 

meeting to increase 

or reduce number of 

directors 

* gg. Subject to the provisions of any agreement for the time being subsisting, the Company may by 

ordinary resolution remove åny director (includiãg a managing or other executive director, but without prejudice 

to any ólaim for damages undér any contract) befãre the expiration ofhis period of office, and may by ordinary 

resolition appoint unoth., qualified person in his stead subject to the provision of Article 86; the person so 

appointed rttull ttot¿ office during such time only as the director in whose place he is appointed would have held 

the same if he had not been removed. 

+ Amended by Special Resolutions passed on 2916/1990,281911993 ãnd lll612004' 

*100. The minimum period required of the notice to the Company of the intention to propose a person for 

election as a Director, not being a retiring director, and notice to the Companyby such person of his willingness 

to be elected, will be at leasl seven dãys. The period for lodgement of the notices referred to above will 

commence no earlier than the day after thê despatih of the notice of the meeting appointed for such election and 

end no later than seven days prior to the date of such meeting' 

* Amended by Special Resolutions passed on 2916/l 990 arñ lll612004' 

18 

Power to remove 

director by Ordinary 

Resolution 

When candidate for 

ofhce of director 

must give notice

Registerof Directors 101. The Company is to keep at its Registered Office a register containing the names and a'ldresses and 

and notification of occupations of its direcìors and is to send to the Registrar of Companies a copy of such register, and shall from time to 

changes to Registrar timeiotify the Registrar any change that takes place in such directors as required by Section 143 ofthe Ordinance. 

Managing Director and Assistant 

Managing Directors 

Managing Director 

and Assistant 


Remuneration of 


o¡ Assistant 



or an Assistant 

Managing Directot 

not subject to 

retirement 

Directors may 

delegate poweß to 

the Managing 

Director or an 

Assistant Managing 

Director 

102. The Company shall have a Managing Director and one ot more Assistant Managing Directors. Mr. 

ping-yuan Taîg (È'Ær,Ê.j otherwise known as Sing-Hai Tmg (È El+) shall be the fìrst Managing Director of 

the Company. Subject to this, the directors may, from time to time, appoint any one of their body to be the 

Managing Director ánd any one or more of their body to be the Assistant Managing Directors of the Company, 

either foi a fixed term or 'ù/ithout any limitation as to the period for which each of them is to hold such office, 

and may from time to time (subject to the provisions of any contract between him and the Company) remove or 

dismiss him from office and appoint another in his place. 

103. The remuneration of the Managing Director or an Assistant Managing Director shall (subject to the 

provisions of any contract between him and the Company) from time to time be fixed by the Directors' and may 

te by way of fìxed salary, or commission on dividends, profits or turnover of the Company, or of any other 

.o-puny itt which the Cómpany is interested, or by participation in any such profits, or by any, or all of these 

modls, irovided that, unleis othe¡wise agreed, the temuneration or other money payable to the Managing 

Director or an Assistant Managing Director hereunder shall be in addition to his remuneration as a director, if he 

shall also hold such office, and in addition to any other remuneration that may be provided by any confract 

between him and the Company. 

* 104. A Managing Director or an Assistant Managing Director shall, notwithstanding any contractual or 

other terms on which he may be appointed or engaged, be subject to retirement under Articles 94 and 95 hereof, 

and, subject to the provisions of any contract between him and the Company, he shall be subject to the same 

provisions as to resìgnation and removal as the other directors of the Company, and he shall, þso facto and 

ìmmediately, cease to be a Managing Director if he ceases to hold the office of director from any cause. 

* Amended by Special Resolution passed on 10/6/2005. 

105. The Directors may from time to time entrust to and confer upon the Managing Director or an 

Assistant Managing Director ior the time being such of the powers exercisable under these presents by the 

Directors as they mãy think fit, and may confer such powers fo¡ such time, and to be exercised for such objects 

and purposes, una upon such terms and conditions, and with such restrictions as they think expedient; and they 

*uy'.onf.. such powers, either collaterally with, or to the exclusion of, and in substitution for, all or any of the 

po*.r, of the Diiectors in that behalf; and may from time to time revoke, withdraw, alter or vary all or any of 

such powers. 

Proceedings of Directors 

Meetings of 

Directors, and 

quofum 

Convening meeting 

of Directors 

Powe¡ of director to 

appoint altemate 

director 

Chairman of 

Di¡ectors 

*106. The Directors may meet together for the despatch of business, adjourn, and otherwise regulate their 

meetings and proceedings, as they thi;k fit, and may determine the quorum necessary for the transaction of 

business. Until otherwise determined, two directors shall be a quorum. The Board or any committee of the 

Board may participate in a meeting of the Board or such committee by means of a conference telephone or 

similar communications equipmeni through which all persons participating in the meeting can communicate 

with each other simultanèously and instantaneously and, for the purpose of counting a quorum, such 

participation shall constitute presence at a meeting as if those participating were present in person. 

* Amended by Special Resolutions passed on 2916/1990 znd29/812002 

*107. The secretary may, al any time, and upon the request of two directors shall, convene a meeting of 

the Directors. 

* Amended by Special Resolution passed on I 0i6l2005. 

*108. A director may, from time to time, appoint any member of the Company, who is approved by the 

majority of the directors, or alternate or substituted directors, to be. an altemate substituted director. The 

appointle, whilst he holds office as an altemate director, shall be entitled to notice of meeting of the directors 

arrã to attend and vote thereat as a director, but he shall not be entitled to be remunerated otherwise than out of 

the remuneration of the director appointing him, and shall ipso facto vacate off,rce if and when the appointor 

resumes office or vacates ofhce as director or revokes his appointment. Atty appointment and revocation under 

this Article shall be effected by notice in writing under the hand of the director making the same and delivered to 

the secretary of the Company. 

t Amended by Special Resolution passed on 28/9/l 993 

*109. The Directors shall have a Chairman for their meetings. The said Ping-Yuan Tang (Æ*t¡rF.) 

otherwise known as Sing-Hai Tang (þ þìE) shall be the Chairman of the Board of Directors of the Company 

until the Annual General meeting in 7967,but shall be eligible for re-election. Subject to this, the Directors may 

19

elect a chairman of their meetings, and determine the period for which such chairman is to hold office but, 

notwithstanding that he may be elected for a specific term, the chairman shall be subject to retirement by rotation 

as a Director under Articles 94 and 95.If at any líme the chairman is not present within half an hour of the time 

appointed for holding the same, the Directors present shall choose some one of their number to be chairman. 

+ Amended by Special Resolution passed on l0/6/2005. 

t 10. Questions arising at any meeting of the Directors shall be decided by a majority of votes, and in 

case of an equality of votes the chairman of the meeting shall have a second or casting vote. 

111. A meeting of the Directors for the time being at which a quorum is present shall be competent to 

exercise all or any of ihe authorities, powers, and discretions by or under the regulations of the Company for the 

time being vested in or exercisable by the Directors generally. 

tt2. The Directors may delegate any of their powers to committees consisting of such member or 

members of their body as they think f,rt, and may, from time to time, revoke such delegation. Any committee so 

formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time 

be imposed on it by the Directors. The meetings and proceedings of any such committee, consisting of two or 

more members, shall be governed by the provisions herein contained for regulating the meetings and 

proceedings of the Directors, so far as the same are applicable thereto, and are not superseded by any regulations 

made by the Directors under this clause. 

113. All acts done by such committee in conformity with such regulations and in fulhlment of the 

purposes for which it is appointed, but not otherwise, shall have the like force and effect, as if done by the 

bité"to.r, and the Directors shall have power, with the consent of the Company in general meeting, to 

remunerate the members of any such committee, and charge such remuneration to the current expenses of the 

Company. 

ll4. 

All acts done by any meeting of the Directors or of a committee of directors or by any person acting 

as a director, shall, notwithstanding that it shall afterwards be discovered that there was some defect in the 

appointment of any such directors or persons acting as aforesaid, or that they or any ofthem were disqualified, 

be as valid as if every such person had been duly appointed and was qualifred to be a director. 

1 15. A resolution in writing signed by all the directors shall be as valid and effectual as if it has been 

passed at a meeting of the Directors duly called and constituted. 

How questions 

decided 

Powers ofquorum 

Pov/er to appoint 

committee and to 

delegate 

Acts and 

remuneration of 

committee 

When acts of 

Directo¡s or 

committee to be valid 


defects 

Resolution without 

board meeting valid 

I 16. 

Minutes 

The Directors shall cause minutes to be duly entered in books provided for the putpose:- 

(a) Of all appointments of officers. 

(b) Of the names of the directors present at each meeting of the Directors and of any committee 

of directors. 

(c) Of orders made by the Directors and committee of directors. 

Minutes to be made 

(d) Of all resolutions and proceedings of general meetings and of meetings of the Directors and 

committees. 

And any such minutes of any meeting of the Di¡ectors or of any committee, or of the Company, if 

purporting to be signed by the chairman of such meeting, or by the chairman of the next succeeding meeting, 

shall be feceivable as prima facie evidence of the matters stated in such minutes 

Minutes receivable as 

prima facie evidence 

The books containing the minutes of general meetings shall be kept at the office, and shall be open 

to inspection of members between the hours of 2 p.m' and 4 p.m' 

Powers of Directors 

117 . The management of the business and control of the Company shall be vested in the Directors who, 

in addition to the powers and authorities and discretions by these presents or otherwise expressly conferred upon 

them, may exercise all such pov/ers and do all such acts and things as may be exercised or done by the Company, 

and are not hereby or by Ordinance expressly directed or required to be exercised or done by the Company in 

general meeting, but subject nevertheless to the provisions ofthe Ordinance, and ofthese Presents, and to any 

iegulations from time to time made by the Company in general meeting not being inconsistent with such 

próvisions of these Presents; but no regulation so made shall invalidate any prior act of the Directors which 

would have been valid if such regulation had not been made. 

General powers of 

Company vested in 

Directors 

20

The Seal 

Seal * 118. 

The Directo¡s shall provide fo¡ the safe custody ofthe seal ofthe Company and subject as provided 

in Article No. 14, the Seal shall never be used except by the authority of the directors. 

* Amended by Special Resolution passed on 1 1/8/1969 

Authentication of the Deeds and Documents 

,r, 119. Subject as otherwise provided in Article 14, all deeds or instruments requiring the seal of the 

Company shall bé signed by one Director and the secretary of the Company, or by two Directors, or by such other 

p"..* o. persons as ihe Directors shall from time to time appoint, either generally or in any particular case. 

+ Amended by Special Resolution passed on 1 0/6/2005. 

Cheques 

120. All cheques drawn on the Company's banking account, and all orders for payment, promissory notes, 

and other negotiable instruments made or issued by the Company shall be signed by any two directors or by a 

director and ihe Manager of the Company, or by such other person or persons as the Directors shall from time to 

time appoint. 

Contracts t21. All other contracts and instruments entered into by the Company in the ordinary course of business 

shall be signed by the Managing Director or by an Assistant Managing Director or by a director or by the Manager 

of the Company, or by such other person or persons as the Directors shall from time to time appoint. 

Annual Returns 

Annual retums 122. The Company shall make the requisite Annual Returns in accordance with Sections 107, 109 and 110 

of the Ordinance. 

Reserve 

To establish 

resewe fund 

123. Before recommending any dividend, or bonus, out of or in respect of the profits of the Company for 

aîy yeaÍ, the Directors may set aside out of such profits such sums as they think proper as Reserve to meet 

contingelcies, or for equaliiing dividends, or for special dividends, or for repairing, improving and maintaining 

uny oñh" propefy of túe Company, and for such purposes as the Directors shall, in their absolute discretion, think 

conducive to the interests of the Company; and may invest the several sums so set aside upon such investments 

(other than shares of the Company) ui tlt.y may think fit, and may from time to time deal with and vary such 

iìvestments, and dispose of all or any part thereof for the benefit of the Company' any may divide the Reserve 

Fund into such speciãl funds as they think ht and employ the Reserve Fund or any part thereof in the business of 

the Company, and that without being bound to keep the same separate from the other assets' 

Dividends 

Bonus to 

members of 

staff 

How profits to 

be applied 

124. The Directors may pay to all or such of the members of the staff of the Company each year not more 

than one month's extra basic salhy or wages as they may in their absolute discretion think fit. Furthermore the 

Directors may out of the profit of the Company each year pay to all or such of the members of the staff of the 

Company u, úonu. such súm not exceeding 10% of such profìt of the Company before deducting any tax and such 

bonuì, bût after deducting the said extra salary or wages, as the Directors shall in their absolute discretion think fit' 

such bonus to be dìvided in such manner and proportions among such staff as the Directors shall in their absolute 

discretion decide. For the purpose of this Article, the expression "the members of the staff of the Company'' shall 

be deemed to include the Managing Director, the Assistant Managing Directors and any other director who, apart 

from being a director, shall at the same time serve the Company in other capacity as a member of its staff. 

125. The profits of the Company, subject to any special rights relating thereto created or authorized 

to be created by these presents, and subject to the provisions of these presents, shall be 

2l

divisible among the members in proportion to the amount of capital paid up on the shares held by 

them respectively. 

126' Where capital is paid up on any shares in advance of calls upon the footing that the same capital paid 

shall carry interest, such capital shall not, whilst carrying interest, confer a right tã particrpate in in o¿uuri"" 

profits. 

127. The Company in general meeting, may, if recommended by the Directors, declare a dividend 

to be paid to the members according to their rights and interesrs in the profits, and may fix the 

time of payment. No larger dividend shall be declared than is recommended by the Directors, but 

the Company in general meeting may declare a smaller dividend. 

128. No dividend shall be payable except out of the profits of the Company, and no dividend 

shall carry interest as against the Company. 

129' The declaration of the Directors as to the amount of the net profits of the Company shall 

be conclusive. 

130. The Directors may from time to time pay to the members such interim dividends as in their 

judgment the position of the Company justifies. 

Declaration 

of dividends 

Dividend out 

of profits only 

and not carry 

lnterest 

What ro be 

deemed net 

profits 

lnterim 

dividends 

131. The Directors may retain any dividends upon which the company has a lien, and may apply Debts may be 

the same in or towards satisfaction of the debts, liabilities, or engagements in respect of which the deducted 

lien exists. 

132. Any general meeting declaring a dividend may make a call on the members for such amount 

as the meeting fixes, but so that the call on each member shall not exceed the dividend payable 

to him and so that the call be made payable at the same time as the dividend, and the dividend 

may, if so arranged between the Company and the member, be set off against the call. The making 

of a call under this Article shall be deemed ordinary business of an ordinary general meeting which 

declares a dividend. 

Dividend and 

call together 

Set off 

allowed 

133. Any general meeting declaring a dividend may resolve that such dividend be paid wholly Dividend in 

or in part by the distribution of specific assets, and in particular of paid-up shares, oi d"b"ntu.", specie 

of the Company, or paid-up shares, or debentures of any other company, or in any one or more 

of such ways. 

134. Any general meeting may resolve that any moneys, investments, or other assets forming part 

of the undivided profits of the Company standing to the credit of the Reserve Fund or in the hands 

of the Company and available for dividend, or representing premiums received on the issue of shares 

and standing to the credit of the share premium account, be capitalised and distributed among such 

of the shareholders as would be entitled to receive the same if distributed by way of dividend and 

in the same proportions on the footing that they become entitled thereto as capiial and that all or 

any part of such capitalised fund be applied on behalf of such shareholders in paying up in full 

either at par or at such premium as the resolution may provide, any unissue¿ shaìes or debentures 

of the Company which shall be distributed accordingly or in or towards paymenr of the uncaìled 

Iiability on any issued shares or debentures and that such distribution or puy."nt shall be accepted 

by such shareholders in full satisfaction of their interest in the said capitalised sum. 

135. For the purpose of giving effect to any resolution under the two last preceding Articles the 

Directors may settle any difficulty which may arise in regard ro the distribution as they think 

expedient, and in particular may issue fractional certificates, and may fix the value for distribution 

of any specific assets, and may determine that cash payments shall be made to any members upon 

the footing of the value so fixed or that fractions of less value than $1.00 may be disregarded in 

order to adjust the rights of all parties, and may vest any such cash or specific assets in trustees 

upon such trusts for the person entitled to the dividend or capitalized fund as may seem expedient 

to the Directors. 'Where requisite, a proper contract shall be filed in accordance with Section 45 of 

the Ordinance, and the Directors may appoint any person to sign such contract on behalf of the 

Capìtalisarion 

of reserves 

Fractional 

certificates 

-22-

persons entitled to the dividend or capitalised fund, and such appointment shall be effective. 

Effects of 

t¡ansfer 

lnterest on 

capital raised 

for constructron, 

etc. 

Retention in 

certâln cases 

Dividends to 

joint holders 

Payment by 

post 

Notice of 

dividends 

Unclaimed 

dividends 

136. A transfer of shares shall not pass the right to any dividend declared thereon before the 

registration of the transfer. 

I37. The Directors may pay interest on capital raised for the construction of works or buildings, 

when and so far as they shall be authorized so to do by Section 57 of the Ordinance. 

138. The Directors may retain the dividends payable upon shares in respect of which any person 

is under the Transmission Clause (Article 44) entitled to become a member, or which any person 

under that Article is entitled to transfer, until such person shall become a member in respect thereof, 

or shall duly transfer the same. 

139. Any one of several persons who are registered as the joint holders of any share may give 

effectual receipts for all divìdends and payments on account of dividends in respect of such share. 

140. Unless otherwise directed any dividend may be paid by cheque or warant sent by post to 

the registered address of the member or person entitled, or, in the case of joint holders, to the registered 

address of that one whose name stands first on the Register in respect of the joint holding; ancl every 

cheque or warrant so sent shall be made payable to the order of the person to whom it is sent. 

l4l . Notice of the declaration of dividend, whether interim or otherwise, shall be given to the 

holders of the registered shares in manner hereinafter provided. 

*142. All dividends unclaimed for one year after having been declared may be invested or 

otherwise made use of by the Directors for the benefit of the Company until claimed, and all profits 

earned by such investment or use shall belong to the Company. All dividends unclaimed for six 

years after having been declared may be forfeited by the Directors for the benefit of the Company. 

*Amended by Spccial Resolution passed on 291611990. 

Accounts 

Accounls to 

be kept 

(a) 

Of the sums of money received and expended by the Company, and the matters in respect 

of which such receipt and expenditure takes place; 

(b) 

(c) 

Of the assets and liabilities of the Company, and 

Of all other matters necessary for showing the true state and condition of the Company. 

Where to be 

kept 

Inspection 

by members 

Annual 

account and 

balance 

sheet 

The books of account shall be kept at the Office of the Company or at such other place 

or places as the Directors think fit, and shall at all times be open to inspection by the Directors. 

144. The Directors shall from time to time determine whether and to what extent, and at what 

times and places, and under what conditions or regulations, the accounts and books of the Company, 

or any of them, shall be open to the inspection of the members; and no member shall have any 

right of inspecting any account or book of the Company, except as conferred by Ordinance or 

authorised by the Directors, or by a resolution of the Company in general meeting. 

145. At the Annual General Meeting in every year, the Directors shall lay before the meeting 

a profit and loss account, and a balance sheet, containing a summary of the property and liabilities 

of the Company made up to a date not more than nine months before the meeting, from the time 

when the last preceding account and balance sheet were made up, and such balance sheet and account 

shall comply with the provisions of Sections 122 and 128 of the Ordinance, but the Directors shall 

not be bound to disclose greater details of the result or extent of the trading and transactions of 

the Company than they may deem expedient, and if the Company has issued redeemable preference 

shares the Company shall comply with the provisions of Section 49 of the Ordinance. 

143. The Directors shall cause true accounts to be kept:- 

-23-

146. Every such account and balance sheet shall be accompanied by a ¡eport of the Directors 

as to the state and condition of the Company, and as to the amount (if any) which they recommend 

to be paid out of the profits by way of dividend or bonus to the members and rhe amount (if any) 

which they propose to carry to the Reserve Fund, according to the provisions in that behalf 

hereinbefore contained; and the account, report and balance sheet shall be signed by two directors 

of the Company. 

*147. A copy of such account, balance sheet. and report shall, trventy-one days previously to the 

meeting, be served on each of the registered holders of shares, in the manner in which notices are 

hereinafter directed to be served. 


Annual report 

of Directors 

Copy to be 

sent to 

members 

Audit 

148. Once at least in every year the accounts of the Company shall be examined, and the 

_ 

Accounts ro 

correctness of the profit and loss account and balance sheet ascertained by one or more auditor or !:,ll-d,So annuaily 

auqltors. 

149' The Company at each Annual General Meeting shall appoint an auditor or auditors to hold Auditors 

office until the next Annuai General Meeting, and their appointment, remuneration, rights and duties 

shall be regulated by Sections 131 to 133 of the Ordinance. 

150. Every account of the Directors when audited and approved by a General Meeting, shall be when accounts 

conclusive except as regards any error discovered therein within three months next after the approval to be deemed 

thereof. Whenever any such error is discovered within that period, the account shall forthwìth be 

corrected, and thenceforth shall be conclusive. 

Notices 

finallv settled 

151. A notice may be served by the Company upon any member, either personally or by sending Service of 

it through the post in a prepaid letter, envelope or wrapper, addressed to such member at his 

notices on 

registered place 

members 

of address. 

152. Each holder of registered shares, whose registered place of address is not in Hong Kong, 

may from time to time notify in writing to the Company an address in Hong Kong, which shall 

be deemed his registered place of address within the meaning of the last preceding Article. 

153. As regards those members who have no registered place of address in Hong Kong, a notice 

posted up in the Office shall be deemed to be well served on them at the expiration of twenty-four 

hours after it is so posted up. 

754. Any notice required to be given by the Company to the members, or any of them, and not 

expressly provided for by these presents, shall be sufficiently given if given by advertisement. 

155. Any notice by a Court of law, or otherwise, required or allowed to be given by the Company 

to the memb€rs or any of them by advertisement, shall be sufficiently advertised if advertised once 

in two daily newspapers in Hong Kong. 

Membe¡s 

resident out 

o[ Hong Kong 

Notice where 

no address 

How to b€ 

advertised 

156. All notices shall, with respect to any registered shares, to which persons are jointly entitled, Norice to 

be given to whichever of such persons is named first in the Register, and notice so given shall be 

sufficient notice to all the holders of such shares. 

joint holders 

157. Any notice sent by post shall be deemed to have been served on the day foltowing that 

on which the letter, envelope, or wrapper containing the same is posted, and in proving such service 

it shall be sufficient to prove that the letter, envelope, or wrapper containing the notice was properly 

addressed and sent to the post office. And a certificate in writing signed by any director, or other 

officer of the Company, that the letter, envelope, or wrapper containing the notice was so addressed 

and posted shall be conclusive evidence thereof. 

\'Vhen notice 

by post 

deemed to be 

served 

When notice 

may be given 

by advertisement 

-24-

Transferees' 158. Every person who, by operation of law, transfer, or other means whatsoeve¡, shall become 

& etc. bound bv 

pnor noÛces 

:,::::;:^: "' entitled to any share, shall be bound by every notice in respect of such share or stock which, 

previously to his name and address being entered upon the Register, shall be duly given to the person 

from whom he derives his title to such share or stock. 

Service of 

notlce 


death 

of member 

How notice 

to be signed 

How time to 

be counted 

159, Any notice or document sent by post to, or left at the registered address of any member, 

in pursuance of these presents, shall, notwithstanding such member be then deceased, and whether 

or not the Company have notice of his decease, be deemed to have been duly served in respect of 

any registered shares, whether held solely or jointly with other persons by such member, until some 

other person be registered in his stead as the holder or joint holder thereof, and such service shall 

for all the purposes of these presents be deemed a sufficiertt service of such notice or document 

on his heirs, executors or administrators, and all persons, if any, jointly interested with him in any 

such shares. 

160. The signature to any notice to be given by the Company may be written or printed. 

161, Where a given number of days' notice or notice extending over any other period is required 

to be given, the day of service shall, unless it is otherwise provided, be counted in such number 

of days or other period, but this provision does not apply to a notice convening a meeting to pass 

a special resolution. 

\{inding-up 

Service of 

process 

Distribution 

of assets 

Distribution 

of assets in 

specle 

162. In the event of the winding-up of the Company in Hong Kong, every member of the 

Company who is not for the time being in Hong Kong shall be bound, within fourreen days after 

the passing of an effective resolution to wind up the Company voluntarily, or after the making of 

an order for the winding-up of the Company, to serve notice in writing on the Company, appointing 

some householder in Hong Kong upon whom all summonses, notices, process, orders and judgments 

in relation to or under the winding-up of the Company may be served, and in default of such 

nomination, the liquidator of the Company shall be at liberty on behalf of such member to appoint 

some such person, and service upon such appointee, whether appointed by the member or the 

liquidator, shall be deemed to be good personal service on such member for all purposes, and where 

the liquidator makes any such appointment, he shall with all convenient. speed give notice thereof 

to such member by advertisement in a newspaper circulating in Hong Kong, or by a registered letter 

sent through the post and addressed to such member at his address as mentioned in the Register 

of Members of the Company, and such notice shall be deemed to be served on the day following 

that on which the advertisement appears or the letter is posted. 

163. If the Company shall be wound up and the assets available for distribution among the 

members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall 

be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion 

to the capital paid up, or which ought to have been paid up, at the commencement of the windingup, 

on the shares heìd by them respectively. And ii in a winding-up, the assets available for 

distribution among the members shall be more than sufficient to repay the whole of the capital paid 

up at the commencement of the winding-up, the excess shall be distributed amongst the members 

in proportion to the capital at the commencement of the winding-up paid up or which ought to have 

been paid up, on the shares held by them respectively. But this Article is to be without prejudice 

to the rights of the holders of shares issued upon special terms and conditions. 

164. (a) If the Company shall be wound up, whether voluntarily or otherwise, the liquidator 

may, with the sanction of an Extraordinary Resolution, divide among the contributories, in specie 

or kind, any part of the assets of the Company and may, with the like sanction, vest any part of 

the assets of the Company in trustees upon such trusts for the benefit of the contributories, or any 

of them, as the liquidator, with the like sanction, thinks fit. 

(b) If thought expedient, any such division may be otherwise than in accordance with 

the legal rights of the contributories (except where unalterably fixed by the Memorandum of 

Association) and in particular any class may be given preferential or special rights, or may be 

-25-

excluded altogether or in part; but in case any division otherwise than in accordance with the legal rights of the 

contributories shall be determined on, any contributory who would be prejudiced thereby shall have a rÌght to 

dissent and ancillary rights as if such determination were a Special Resolution passed pursuant to Secfion 222 of 

the Crdinance. 

(c) I¡ case of any shares to be divided as aforesaid involve a Ìiabitity to calls or otherwise, any 

person entitled under such division to any of the said shares may, within ten days after the passing of the 

Extraordinary Resolution, by notice in writing, direct the liquidator to sell his proportion and pay him the net 

proceeds, and the liquidator shall, ifpractìcable, act accordingly. 

Arbitration 

165. (a) Except as otherwise herein expressly provided, every question or difference that shall arise 

between the Company and any of the members of the Company or any offrcer of the Company, or the heirs, 

executors, or administrators of such member or off,icer whether as to the construction, operation or effect of these 

Presents, or as to any right, duty, obligation or liability of the Company or of such member or offrcer of the 

Company, or the heits, executors, administrators or assigns of such member, offìcer or otherwise, shall be 

referred to arbitration in accordance with the provisions of the Arbitration Ordinance, 1963 or any statutory 

modifrcation or alteration thereof, and the decision of the a¡bihators or (as the case may be) of the umpire shall 

be final and binding on all parties to the difference. 

A¡bihation 

(b) The costs ofand incidental to any such arbitration shall be in the discretion ofthe a¡bitrators 

or (as the case may be) of the umpire who may determine the amount thereof or dì¡ect the same shall be taxed 

whether as between party and party or solicitor and client. 

Indemnity 

166. Every director or officer of the Company or any person (whether an officer or the Company or not) 

employed by the Company as auditor shall be indemnified out of the funds of the Company against all liability 

incuned by him as such director or offrcer or auditor in defending any proceedings, whether civil o¡ criminal, in 

which judgment is given in his favour, or ìn which he is acquitted, or in connection with any application under 

Section 343 of the Ordinance in which relief is granted to him by the Court. 

Indemnity 

Untraceable Members 

* 167. Without prejudice to the powers of the Directors under Article 142 and the provisions of Article 168, 

the Company may cease sending cheques for dividend entitlements or dividend wanants by post if such cheques 

or warrants have been left uncashed on fwo conseçutive occasions. However, the Company may exercise the 

power to cease sending cheques for dividend entitlements or dividend.wa¡rants after the first occasion on which 

such a cheque or .,varrant is retumed undelivered. 

* Amended by Special Resolution pâssed on I l/6/2004, 

+ 168. The Company shall have the power to sell, exercisable by and in such manner as the Board thinks 

fìt, any shates of a member who is untraceable, but no such sale shall be made unless:- 

(a) all cheques or warrants, being not less than three in total number, for any sum payable in cash 

to the holder of such shares in respect of them sent during the relevantperiod in the manner 

authorized by theseArticles have ¡emained uncashed; 

(b) so far as it is awa¡e at the end of the ¡elevant period, the Company has not at any time during 

the relevant period received any indication of the existence of the member who is the holder 

ofsuch shares or ofaperson entitled to such shares by death, bankruptcy or operation oflaw; 

(c) the Company has caused an advertisement to be inserted in the manner specified in Arficle 

155 of its intention to sell such shares and a period of three months has elapsed since the date 

of such advertisement; and 

(d) the Company has notihed the Stock Exchange of its intention to effect such sale. 

For the purpose of the foregoing, "relevant period" means the period commencing tweive years 

before the date ofpublication ofthe advertisement referred to ur paragraph (c) ofthis Article and ending on the 

expiry of the period referred to in that paragraph. 

To give effect to any such sale the Board may authorise any person to transfer the said shares and 

the instrument oftransfer and contract notes signed or otherwise executed by or on behalf of such person shall be 

as effective as if it had been executed by the registered holder or the person entitled by hansrnission to such 

shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to 

the shates be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of 

26

the sale will belong to the Company and upon receipt by the Company of such proceeds it shall become indebted 

to the former shareholder for an amount equal to such netproceeds. No kusts shall be created in respect ofsuch 

debt and no interest shall be payablo in respect ofit and the Company shall not be required to account for any 

money eamed from the net proceeds which may be employed in the business of the Company or as it thinks fit 

Any sale under this Afticle shall be valid and effective no¡withstanding that the member holding the sha¡es sold 

is dead, bankrupt or otherwise under any legal disability orincapacity. 

* Amended by Special Resolutior passed on 1 1/6/2004, 

27

SCHEDTILE "A" ABOVE REFERRED TO 

SINO,I TE CIINOL O GY LIIVIITEI) 

Instrument of Transler 

I (We) ..of .... 

Dollars paidto me (us) by ..... 

.. . . . . . .in consideration of the sum of .. . .... 

......(hereinafter called "the saidTransferee') 

do hereby transfer to the said Transferee the .... 

shares numbered 

, .... to 

in the undertaking called "Sino-i Technology Limited," to hold unto the said Tïansferee, his executors, 

administrators and assigns, subject to the several conditions upon which I (We) held the same immediately 

before the execution hereof, and I (We) the said Transferee do hereby agree to take the said share (or shares) 

subject to the conditions aforesaid. 

ASWITNESSourhandsthe.... ....dayof....... ..........20 

Signedby the abovenamed 

transferee in the 

presence of:- 

28

SCHEDULE "B'' ABOVE REFERRED TO 

SINO.I TE CIINOL O GY LIIVIITEI) 

FORM OF PROXY 

...being a member of 

Sino-i Technology Limited, hereby appoint, 

of .. ... 

. ... .. as my Prox¡ to vote for me and on my behalf at the A¡mual or 

Extraordinary General Meeting of the Company, to be held on the ..... day of .. . .. 

20 .... ,...... and atany adjournrnentthereof. 

As\ryTfNESSmyhandthis dayof ..........20 

29

Names, Add¡esses and Descriptions of Subscribers 

SHOUJ. CHEN 

R.B.L. 388 Island Road, 

Hong Kong, 

Banker 

KAM KOAM TSING 

21 Man Chung Terrace, 

HongKong. 

Banker 

Dated the 16th day of March, 1948. 

WITNESS to the above signatures: - 

30

Memorandum and Articles - Sino

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?