Memorandum and Articles - Sino

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-il 2. "THAT:- (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as defined in Resolution 1(c) set out in the notice of this meeting) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.50 each in rhe capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power whether during or after the end of the Relevant Period be and is hereby generally and unconditionally approved; and (b) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval given in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue; (ii) an issue of shares as scrip dividends pursuant to the Articles of Association of the Company from time to time; or (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, shall not exceed 20Vo of the aggregate nominal amount of the issued share capital of the Company (excluding 15,000,000 shares forfeited by the company) ar the date of this Resolution and the said approval shall be limited accordingly. "Rights Issue" means an offer of shares open for a period fixed by the Directors of the Company to the holders of shares of rhe Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in ¡elation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or rhe requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company)." J. "THAT, subject to the passing of the Ordinary Resolution Nos. I and 2 set out in the notice convening this meeting, the general mandate granted to the Directors of the Company to issue and dispose of additional shares pursuant to the Ordinary Resolution No.2 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the Ordinary Resolution No.1 set out in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed l\Vo of the aggregate nominal amount of the issued share capital of the Company at the date of this Resolution. (Sd.) Lam Bing Kwan Lam Bing Kwan Chairman of the Meeting
Company No.: 2543 THE COMPANIES ORDINANCE (CHAPTER 32) RESOLUTIONS OF SOUTll SEA DEìJELOPrvlEl¡T COtrlPAl,lY LI|ìllITED L r+J i+æ& ãFR,* 4 passED oN THE 25rH DAy OF SEPTEMBER, 1998 At an Extraordinary General Meeting of South Sea Development Company Limited (the "Company") held at Gloucester Room II, 3Æ., Excelsior Hotel, 28.1 Gloucester Road, Causeway Bay, Hong Kong ón Friday, 25rh September, 1998 at 10:10 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 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 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 amendeã 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 l07o of the aggregate nominal amount of the share capital of the Company in issue (excluding 15,000,000 shares forfeited by the Company) at the date of this Resolution and the said approval shall be limired accordingly; and for the purposes of this Resolution, "Relevant Period" means the period from the passing of this Resoiution until whichever is the earlier ol- (i) the conclusion of the next annual general meeting of the Company; (ii) 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."
Page 1 and 2: )í-)i
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 and 38: -II (ii) the expiration of the peri
Page 39 and 40: Company No.: 2543 THE COMPANIES ORD
Page 41: Company No.: 2543 THE COMPANIES ORD
Page 45 and 46: 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
Page 91 and 92: TIIE C OMPANIES ORDINAI\CE Company
Page 93 and 94:
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
Page 103 and 104:
(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
Page 109 and 110:
146. Every such account and balance
Page 111 and 112:
excluded altogether or in part; but
Page 113 and 114:
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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