Memorandum and Articles - Sino

COMPANY NO. : 2543
THE COMPANIES ORDINANCE
(CHAPTER 32)
ORDINARY RESOLUTION
OF
SOlJTtl SEA DEVELOPIYIEI|T COtIllPAl'lY LIIIIITED
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PASSED ON THE 5TII DAY OF FEBRUARY 1998
At an Extraordinary General Meeting of the Company held at Kellett Room, 3/F., Excelsior Hotel,
281 Gloucester Road, Causeway Bay, Hong Kong on Thursday,5th February 1998 at 10:00 a.m.,
the following resolutions were passed as Ordinary Resolutions:-
As Ordinary Resolutions
1- "THAT:-
(i)
(ii)
the placing agreement dated 12th October, 1997 between Staverley Assets Limited and
the Company as amended by a supplemental agreernent dated 7th January, 1998 (the
"Staverley Agreement"), information relating to which is set out in a circular to
shareholders of the Company dated 20th January, 1998, a copy of which has been
produced to the meeting marked "4" (the "Circular"), and a copy of which Staverley
Agreement has been produced to the meeting marked "B" and signed for the purpose
of identification by the Chairman thereof, be and is hereby approved and the directors
of the Company are hereby authorised to issue and allot new shares in the capital of
the Company pursuant to the Staverley Agreement in accordance with the terms and
conditions set out therein; and
the placing agreement dated 12th October, 1997 between CIM Company Limited and
the Company as amended by a supplemental agreement dated 7th January, 1998 (the
"CIM Agreement"), information relating to which is set out in the Circular and a copy