Memorandum and Articles - Sino

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
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