Memorandum and Articles - Sino

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CompanyNo:2543 THE COMPANIES ORDINANCE (CHAPTER 32) SPECIAL RESOLUTION OF SINO-I TECHNOLOGY LIMITED +@H{fiFlÉ,H.Êl]R^E Passed on the 8th day of September 2003 At the extraordinary general meeting of the shareholders of Sino-i Technology Limited (the "Company") held at Chater Room II, Function Room Level (B1), The Ritz-Ca¡lton, 3 Connáught Road Central, Hong Kong on 8 September 2003 at 11:15 a.m., the following resolution was duly passed as a Special Resolution: - "THAT the Articles of Association of the Company be amended in the following manner: (a) by inserting the following definition inArticle 1: ' "Clearing House" means a recognized clearing house within the meaning of the Securitiei and Futures Ordinance (Chapter 571 of the laws of Hong Kong) or a clearing house recognized by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction. (b) by deleting the existing Article 38 and substituting therefor the following new Article 38: 38. All transfer of shares may be effected by an instrument of transfer in writing in the form contained in Schedule A hereto, or in the usual and common form or in any other form acceptable to the Directors and may be under hand or, if the transferor or the transferee is a Clearing House (or its nominee), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time. (c) by deleting the existing Article 7l and substituting therefor the following new Atiicle 77: 77. Where a shareholder is a Clearing House (or its nominee), it may appoint such person or persons as it thinks fit to act as its proxy or proxies or as its corporate representative or representatives at any general meeting of the Company or at any meeting of any class of shareholders provided that, if more than one proxy or . corporate representative is so appointed, the appointment shall specify the number and class olshares in respect of which each such proxy or corporate representative is so appointed. A person so appointed under this Article shall be entitled to exercisè the same powers on behalf of the Clearing House (or its nominee) which he represents as that Clearing House (or its nominee) could exercise as if it were an individual shareholder." (Sd.) Zhang Hong Ren Chairman of the Meeting
Company No: 2543 THE COMPAT\IES ORDTNAI\CE (CHAPTER 32) SPECIAL RESOLUTION OF SINO-I.COM LIMITEI) +EtrI,E,ÍË,HÊ.I]RAE Passed on 11 July2003 At the Extraordinary General Meeting of Sino-i.com Limited +EffifiEfË,H.Ê^[IR^tr (tlre "Company') held on 11 July 2003, the following resolution was duly passed as a . Special Resolution: - THAT subject to the approval of the Registrar of the Companies in Hong Kong, the name of the Company be changed to: .(SINO.I TECHNOLOGY LIMITEI) +EtrffiE,H.äPRâ\E" Dated this 1lth day of July, 2003 (Sd.) Zhane Hone Ren Chairman of the Meeting
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 and 18: eneficially interested in shares of
Page 19 and 20: money nor shall his title to the sh
Page 21: (c) no South Sea Shares shall be di
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
Page 71 and 72: -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
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Names, Add¡esses and Descriptions
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Memorandum and Articles - Sino

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