Memorandum and Articles - Sino

(c) no South Sea Shares shall be distributed to those members of the Company whose
names appear on the Register on the Record Date and whose addresses as appearing
on the Register are in places outside Hong Kong ("Overseas Shareholders"); all such
South Sea Shares shall be sold in the market and the net proceeds of sale derived
therefrom, after deduction of all related expenses, shall be distributed in Hong Kong
dollars to the Overseas Shareholders pro rata to the entitlements they would have
had to such South Sea Shares under the Distribution had they been Qualifying
Shareholders, unless the amount falling to be distributed to any such persons shall be
less than HK$100 in which case such amount shall be retained for the benefit of the
Company;
(d) no fraction of a South Sea Share shall be distributed but fractional entitlements shall
be aggregated and sold for the benefit of the Company
(e) the directors of the Company or any of them be and are hereby authorised to do and
execute on behalf of members of the Company, or to appoint a person or persons to
do and execute on behalf of members of the Company, instruments of transfer and
related contract notes in respect of the South Sea Shares and any other acts, deeds
and documents necessary to give effect to the transfer of the South Sea Shares and
the registration of such shares in the name of the relevant member as contemplated
under the Distribution; and
(Ð the directors of the Company or any of them be and are hereby authorised generally
to do and execute all such acts, documents, deeds and things as they shall, in their
absolute discretion, deem appropriate or desirable to effect and implement the
Capital Reduction and the Distribution or otherwise in connection therewith,
including, without limitation, to seek confirmation from, and authorise Counsel on
behalf of the Company to provide any undertaking as is necessary to, the Court (as
defined in the Circular) in respect of the Capital Reduction and the Distribution and
to settle any difficulty or arrangement which may arise in regard to the Capital
Reduction and the Distribution as they think fit."
(Sd.) Zhang Hong Ren
Chairman of the Meeting
a
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