Memorandum and Articles - Sino
Memorandum and Articles - Sino
Memorandum and Articles - Sino
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The Seal<br />
Seal * 118.<br />
The Directo¡s shall provide fo¡ the safe custody ofthe seal ofthe Company <strong>and</strong> subject as provided<br />
in Article No. 14, the Seal shall never be used except by the authority of the directors.<br />
* Amended by Special Resolution passed on 1 1/8/1969<br />
Authentication of the Deeds <strong>and</strong> Documents<br />
,r, 119. Subject as otherwise provided in Article 14, all deeds or instruments requiring the seal of the<br />
Company shall bé signed by one Director <strong>and</strong> the secretary of the Company, or by two Directors, or by such other<br />
p"..* o. persons as ihe Directors shall from time to time appoint, either generally or in any particular case.<br />
+ Amended by Special Resolution passed on 1 0/6/2005.<br />
Cheques<br />
120. All cheques drawn on the Company's banking account, <strong>and</strong> all orders for payment, promissory notes,<br />
<strong>and</strong> other negotiable instruments made or issued by the Company shall be signed by any two directors or by a<br />
director <strong>and</strong> ihe Manager of the Company, or by such other person or persons as the Directors shall from time to<br />
time appoint.<br />
Contracts t21. All other contracts <strong>and</strong> instruments entered into by the Company in the ordinary course of business<br />
shall be signed by the Managing Director or by an Assistant Managing Director or by a director or by the Manager<br />
of the Company, or by such other person or persons as the Directors shall from time to time appoint.<br />
Annual Returns<br />
Annual retums 122. The Company shall make the requisite Annual Returns in accordance with Sections 107, 109 <strong>and</strong> 110<br />
of the Ordinance.<br />
Reserve<br />
To establish<br />
resewe fund<br />
123. Before recommending any dividend, or bonus, out of or in respect of the profits of the Company for<br />
aîy yeaÍ, the Directors may set aside out of such profits such sums as they think proper as Reserve to meet<br />
contingelcies, or for equaliiing dividends, or for special dividends, or for repairing, improving <strong>and</strong> maintaining<br />
uny oñh" propefy of túe Company, <strong>and</strong> for such purposes as the Directors shall, in their absolute discretion, think<br />
conducive to the interests of the Company; <strong>and</strong> may invest the several sums so set aside upon such investments<br />
(other than shares of the Company) ui tlt.y may think fit, <strong>and</strong> may from time to time deal with <strong>and</strong> vary such<br />
iìvestments, <strong>and</strong> dispose of all or any part thereof for the benefit of the Company' any may divide the Reserve<br />
Fund into such speciãl funds as they think ht <strong>and</strong> employ the Reserve Fund or any part thereof in the business of<br />
the Company, <strong>and</strong> that without being bound to keep the same separate from the other assets'<br />
Dividends<br />
Bonus to<br />
members of<br />
staff<br />
How profits to<br />
be applied<br />
124. The Directors may pay to all or such of the members of the staff of the Company each year not more<br />
than one month's extra basic salhy or wages as they may in their absolute discretion think fit. Furthermore the<br />
Directors may out of the profit of the Company each year pay to all or such of the members of the staff of the<br />
Company u, úonu. such súm not exceeding 10% of such profìt of the Company before deducting any tax <strong>and</strong> such<br />
bonuì, bût after deducting the said extra salary or wages, as the Directors shall in their absolute discretion think fit'<br />
such bonus to be dìvided in such manner <strong>and</strong> proportions among such staff as the Directors shall in their absolute<br />
discretion decide. For the purpose of this Article, the expression "the members of the staff of the Company'' shall<br />
be deemed to include the Managing Director, the Assistant Managing Directors <strong>and</strong> any other director who, apart<br />
from being a director, shall at the same time serve the Company in other capacity as a member of its staff.<br />
125. The profits of the Company, subject to any special rights relating thereto created or authorized<br />
to be created by these presents, <strong>and</strong> subject to the provisions of these presents, shall be<br />
2l