Memorandum and Articles - Sino

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(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 Chairman of the Meeting -6-
Page 1 and 2: )í-)i
Page 3 and 4: No. 2543 æ,íÈ, [coPY] COMPANIES
Page 5 and 6: No. 2543 [coPY] CERTIFICATE OF INCO
Page 7 and 8: No. 2543 lk1È. COMPANIES ORDINANCE
Page 9 and 10: dated 22March2005 whereby it was or
Page 11 and 12: MP 59712005 IN TI{E HIGI{ COURT OF
Page 13 and 14: pursuant to Article 87 who may only
Page 15 and 16: "subject to the rules prescribed by
Page 17: eneficially interested in shares of
Page 21 and 22: (c) no South Sea Shares shall be di
Page 23 and 24: Company No: 2543 THE COMPAT\IES ORD
Page 25 and 26: fR COMPANIES ORDINANCE (GHAPTER 32)
Page 27 and 28: Concepts Holdings Limited ("LCH") a
Page 29 and 30: (b) the aggregate nominal amount of
Page 31 and 32: notice of the presentation of the s
Page 33 and 34: Preston Gates & Ellis, Solicitors f
Page 35 and 36: Compary No: 2543 THE COMPANIES ORDI
Page 37 and 38: -II (ii) the expiration of the peri
Page 39 and 40: Company No.: 2543 THE COMPANIES ORD
Page 47 and 48: -m 6 "THAT:- (a) subject to paragra
Page 49 and 50: -II of which CIM Agreement.has.been
Page 51 and 52: COMPANY NO.: 2543 TIIE COMPANIES OR
Page 53 and 54: -II t "THAT:- (iii) the date on whi
Page 55 and 56: COMPANY NO.: 2543 THE COMPANIES ORD
Page 57 and 58: -il- As Ordinary Resolutions 2. "TH
Page 59 and 60: COMPANY NO.: 2543 THE COMPANIES ORD
Page 61 and 62: -III ? "THAT, subject to the passin
Page 63 and 64: -II- B' THAT the Articles of Associ
Page 65 and 66: Company No.: 2543 CoMPANTES ORDTNAN
Page 67 and 68: -maforesaid for any purpose for whi
Page 69 and 70:
-II conditions set out in the Instr
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-iv the aggregate nominal amount of
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IIissued by The stock Exchange of H
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Company No.: 2543 COMPANIES ORDINAN
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SPECIAL RESOLUTION OF SOUTH SEA TEX
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(a) -IIthe giving of any security o
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SOUTH SEA TEXTILE MANUFACTURING COM
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SOUTH SEA TEXTILE MANUFACTURING COM
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-II- B. By deleting sub-clause (s)
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*(b) (i) To carry on the business o
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of fire, life and marine insurance
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TIIE C OMPANIES ORDINAI\CE Company
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13. Save as herein otherwise provid
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*?2.'- - Any member whose shares ha
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up by any person, and the Directors
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the meeting, if convened upon the r
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* 96. A director shall not be requi
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(F) If any question arises at any m
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elect a chairman of their meetings,
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divisible among the members in prop
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146. Every such account and balance
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excluded altogether or in part; but
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SCHEDTILE "A" ABOVE REFERRED TO SIN
Page 115:
Names, Add¡esses and Descriptions
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Memorandum and Articles - Sino

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