Memorandum and Articles - Sino

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
Managing Directors
Remuneration of
Managing Director
o¡ Assistant
Managing Directors
Managing Director
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
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