Memorandum and Articles - Sino

Company No.: 2543
THE COMPANIES ORDINANCE
(CHAPTER 32)
RESOLUTIONS
OF
SOlJTtl $EA DEìJELOPIYIEl'lT COÍvlPA[lY LItrlITED
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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:-
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