Memorandum and Articles - Sino

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'
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