Memorandum and Articles - Sino
Memorandum and Articles - Sino
Memorandum and Articles - Sino
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CompanyNo:2543<br />
THE COMPANIES ORDINANCE (CHAPTER 32)<br />
SPECIAL RESOLUTION<br />
OF<br />
SINO-I TECHNOLOGY LIMITED<br />
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Passed on the 8th day of September 2003<br />
At the extraordinary general meeting of the shareholders of <strong>Sino</strong>-i Technology Limited (the<br />
"Company") held at Chater Room II, Function Room Level (B1), The Ritz-Ca¡lton, 3<br />
Connáught Road Central, Hong Kong on 8 September 2003 at 11:15 a.m., the following<br />
resolution was duly passed as a Special Resolution: -<br />
"THAT the <strong>Articles</strong> of Association of the Company be amended in the following manner:<br />
(a) by inserting the following definition inArticle 1:<br />
'<br />
"Clearing House" means a recognized clearing house within the meaning of the<br />
Securitiei <strong>and</strong> Futures Ordinance (Chapter 571 of the laws of Hong Kong) or a clearing<br />
house recognized by the laws of the jurisdiction in which the shares of the Company are<br />
listed or quoted on a stock exchange in such jurisdiction.<br />
(b) by deleting the existing Article 38 <strong>and</strong> substituting therefor the following new Article 38:<br />
38. All transfer of shares may be effected by an instrument of transfer in writing in the<br />
form contained in Schedule A hereto, or in the usual <strong>and</strong> common form or in any<br />
other form acceptable to the Directors <strong>and</strong> may be under h<strong>and</strong> or, if the transferor<br />
or the transferee is a Clearing House (or its nominee), by h<strong>and</strong> or by machine<br />
imprinted signature or by such other manner of execution as the Directors may<br />
approve from time to time.<br />
(c) by deleting the existing Article 7l <strong>and</strong> substituting therefor the following new Atiicle 77:<br />
77. Where a shareholder is a Clearing House (or its nominee), it may appoint such<br />
person or persons as it thinks fit to act as its proxy or proxies or as its corporate<br />
representative or representatives at any general meeting of the Company or at any<br />
meeting of any class of shareholders provided that, if more than one proxy or<br />
. corporate representative is so appointed, the appointment shall specify the number<br />
<strong>and</strong> class olshares in respect of which each such proxy or corporate representative<br />
is so appointed. A person so appointed under this Article shall be entitled to<br />
exercisè the same powers on behalf of the Clearing House (or its nominee) which<br />
he represents as that Clearing House (or its nominee) could exercise as if it were<br />
an individual shareholder."<br />
(Sd.) Zhang Hong Ren<br />
Chairman of the Meeting
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