Memorandum and Articles - Sino

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\ MP2427t2001 IN TITE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO.2427 of 200r IN THE MATTER OF SINO-I.COM LIMITED and IN THE MATTER of the Companies Ordinance (Chapter 32) ORDER Filed on , $fl f,*t/ )ool. Served on: PRESTON GATES & ELLIS 10ù Floor, Hutchison House 10 Ha¡courtRoad, Central, Hong Kong Tel:2230 3588 Fax: 2899 2996 Ref.: 42503 -00026/I{KA/ LKP -5-
Compary No: 2543 THE COMPANIES ORDINANCE (CHAPTER 32) SPECIAL RESOLUTION OF SINO-I.COM LIMITEI) +EäÍf,,ç.IË,Ë.Ê.FRAE Passed on the 3rd day of May, 2001 At an Extraordinary General Meeting of Sino-i.com Limited (the "Company") held at Chater Room fV, Conference Level 1, The Ritz-Carlton, 3 Connaught Road Central, Hong Kong on Tlrursday, 3 May 200L at 11:00 4.M., the following resolution was duly passed as a Special Resolution: "TIIAT subject to confirmation by the High Court of the Hong Kong Special Administrative Region, pursuant to A¡ticle 50 of the Articles of Association of the Company, the autho¡ized. share capital of the Company of HK$3,000,000,000 divided into 6,000,000,000 ordinary shares of FIK$0.50 each be reduced to HK$600,000,000 divided into 6,000,000,000 ordinary shares of HK$O.10 each and that such reduction be effected by canceling paid-up capital to tlre extent of HK$0.40 upon each of the 3,914,504,877 ordinary shares in issue as at 6 April 2001 (being the latest practicable date prior to the printing of this notice) and any further ordinarl' shales which may be issued prior to the date on which the petition for the confirmation of the reduction of capitai herein is heard by the High Court of the Hong Kong Special Administrative Region and by reducing the nominal amount of all the issued and unissued ordinary shares in the capital of the Company from HK$0.50 to HK$0.10 and the sum of about HK$1,565,801,951 arising from such reduction be credited to a special capitai reserve account of the Company." (Sd.) Lam Bing Kwan Lam Bing Kwan Chairman of the Meeting
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Page 7 and 8: No. 2543 lk1È. COMPANIES ORDINANCE
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Page 13 and 14: pursuant to Article 87 who may only
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Page 19 and 20: money nor shall his title to the sh
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Page 29 and 30: (b) the aggregate nominal amount of
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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
Page 73 and 74: IIissued by The stock Exchange of H
Page 75 and 76: Company No.: 2543 COMPANIES ORDINAN
Page 77 and 78: SPECIAL RESOLUTION OF SOUTH SEA TEX
Page 79 and 80: (a) -IIthe giving of any security o
Page 81 and 82: SOUTH SEA TEXTILE MANUFACTURING COM
Page 83 and 84: 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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