Memorandum and Articles - Sino

CompanyNo.2543
THE COMPANIES ORDINANCE
(CHAPTER 32)
RESOLUTIONS
OF
SINO-I.COM LIMITED
+HtrNETË,Ë.ÉPRAE
PASSED ON THE 9TH DAY OF ruLY 2OO1
At an Extraordinary General Meeting of Sino-i.com Limited (the "Company'') held at Chater
Room II, Function Room Level, The Ritz-Carlton, 3 Connaught Road Central, Hong Kong on
Monday, 9 July 2001 at 1l:00 a.m., the following resolutions were passed as ordinary
resolutions:
1.
..THAT:
the agreement dated 20 March 2001 as modified and supplemented by a supplemental
agreement dated 10 May 2001 (the "Properties Únjection Agreement") made between
Learning Concepts Holdings Limited ("LCH") and the Company for (i) the acquisition
by LCH of certain shares in the capital of Liu Wan Development (BVD Company
Limited and certain properties located in Nanjing, the People's Republic of China; and
(ii) the grant of two options by the Company to LCH ("Options") to acquire certain
shares in the capital of Listar Properties Limited and Hancheers International
Enterprise Limited respectively, a copy of which has been produced to the meeting
marked ",A." and has been signed by the Chairman of the meeting for the purpose of
identifrcation, and the transactions contemplated under the Properties Injection
Agreement (including without limitation the grant of the Options) be and are hereby
approved; and the directors of the Company be and are hereby authorized on behalf of
the Company:
(a) to sign, seal, execute, perfect and deliver all such documents and do all such deeds,
acts, matters and things as they may in their discretion consider necessary or
desirable for the purpose of or in connection with the implementation of the
Properties Inj ection Agreement;
(b) to exercise or enforce all of the rights of the Company under the Properties
Inj ection Agreement; and
(c) to complete the Properties Injection Agreement in accordance with its items."
..THAT:
the agreement dated 20 March 2001 as modified and supplemented by a supplemental
agreement dated 10 May 2001 (the "Rich King Agreement") made between Learning