Memorandum and Articles - Sino

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Company No.: 2543 CoMPANTES ORDINANCE (CHAPTER 32) SPECIAL RESOLUTION OF SOlJTtl SEA DElJELOPfIllEllT COtYlPAlllY LIIUIITED '+r)6áÆ-âFR^4 PASSED ON THE 3OTH DAY OF AUGUST, 1999 The following resolution was passed at an extraordinary general meeting of the Company held on 30th August, 1999'. As Special Resolution THAT the name of the Company be changed to:- ..SINO-I.COM LIMITED + E*.ÃEIã,gã-TR/ÀA''. Dated the 30th day of August, 1999 (Sd.) Lam Bing Kwan Lam Bing Kwan Chairman of the Meeting
Company No.: 2543 THE COMPANIES ORDINANCE (CHAPTER 32) RESOLUTIONS OF SOlJTtl $EA DEìJELOPIYIEl'lT COÍvlPA[lY LItrlITED ! Él #& ñ IIR PASSED ON TrrE 30TH DAY OF AUGUST, 1999 At an Extraordinary General Meeting of South Sea Development Company Limited (the "Company") held at Tang Room, 4/F, Furama Hotel, One Connaught Road Central, Hong Kong on Monday, 30th August 1999 at 10:00 a.m., the following resolutions were passed as Ordinary Resolutions:- 1. "THAT the sale and purchase agreement dated 21" June 1999 between Yu Pun Hoi and the Company (the "Share Agreement"), information relating to which is set out in a circular to shareholders of the Company dated 29,h July 1999, a copy of which has been produced to the meetíng marked "4" (the "Circular"), and a copy of which Share Agreement has been produced to the meeting marked "8" and signed for the purpose of identification by the Chairman thereof, be and is hereby approved and the directors of the Company be and are hereby authorised to do all such things they may consider necessary to give effect to the Share Agreement, including the issue and allotment of new shares of the Company pursuant to the Share Agreement." 2. "THAT the authorized share capital of the Company be increased from HK$2,000,000,000 to HK$3,000,000,000 by the creation of 2,000,000,000 shares of HK$0.50 each, such new shares ranking parì passu in all respects with the existing shares in the capital of the Company." 3. "THAT:- (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.50 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), in accordance \ilith all applicabte laws and the requirements of the Ruies Governing the Listing of Securities on the Stock Exchange and of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved; (b) the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed l0% of the aggregate nominal amount of the share capital of the Company in issue at the date of this Resolution and the said approval shall be limited accordingly; and (c) for the purposes of this Resolution, "Relevant Period" means the period lrom the passing of this Resolution until whichever is the earlier of:- ^ rJ
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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 and 22: (c) no South Sea Shares shall be di
Page 23 and 24: Company No: 2543 THE COMPAT\IES ORD
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: -II (ii) the expiration of the peri
Page 41 and 42: 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
Page 85 and 86: -II- B. By deleting sub-clause (s)
Page 87 and 88: *(b) (i) To carry on the business o
Page 89 and 90:
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
Page 97 and 98:
up by any person, and the Directors
Page 99 and 100:
the meeting, if convened upon the r
Page 101 and 102:
* 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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