Memorandum and Articles - Sino

Company No.: 2543
THE COMPANIES ORDINANCE
(CHAPTER 32)
RESOLUTIONS
OF
SOtJTll $EA DEUETOPfvlEl'lT COtTlPA}lY LIIïIITED
'å'&æÊãFRlÀA
PASSED ON TIIE 21ST DAY OF JUNE, 1999
At an Extraordinary General Meeting of South Sea Development Company Limited (the "Company") held at
Coral Room I, 3Æ, Furama Hotel, One Connaught Road Central, Hong Kong on Monday, 21'r June 1999 ât
l0:00 a.m., the following resolutions were passed as Ordinary Resolutions:-
1. "THAT:-
(a)
(b)
(c)
subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant
Period (as hereinatler 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 with all applicable laws and the requirements of the Rules 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;
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 IÙVo of the aggregate nominal
amount of the share capital of the Company in issue (exctuding 15,000,000 shares forfeited by
the Company) at the date of this Resolution and the said approval shall be limited accordingly;
and
for the purposes of this Resolution, "Relevant Period" means the period from the passing of this
Resolution until whichever is the earlier of:-
(i)
(ii)
the conclusion of the next annual general meeting of the Company;
the expiration of the period within which the next annual general meeting of the Company
is required by law to be held; and
(iii) the date on which the authority set out in this Resolution is revoked or varied by an
ordinary resolution of the shareholders in general meeting."