Memorandum and Articles - Sino

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- III 5. "THAT:- (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as defined in Resolution 4(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 the 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 -o¡ tne Relevant Period be and is hereby generally and unconditionaily 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 Coinpany pursuant to the approval given in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue; (ii) an issue of shares as sciip 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 anangement 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 ZOVo of the aggregate nominal amount of the issued share capital of the Company at 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 the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subjecr to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).;' 6. "THAT, subject to the passing of the Ordinary Resolution Nos.4 and 5 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.5 sèt oot 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 Resolutioir Nó.+ set out in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 1O7o of the aggregate nominal amount of the issued share capiìal of the Company at the date of this Resolution." (Sd.) Lam Bing Kwan Lam Bing Kwan Chairman of the Meeting
COMPANY NO.: 2543 TIIE COMPANIES ORDINANCE (CHAPTER 32) ORDINARY RESOLUTIONS OF SOUTtl SEA DEUETOPMEIIT COtvlPAl.lY LIIVIITED â,i+æÆ-âFR,+ãJ PASSED ON THE 26TH DAY OF SEPTEMBER 1997 At an Extraordinary General Mee4ng o-f the Company held at Kellett Room, 3/F., Excelsior Hotel, 2gt Gloucester Road, Causeway^Bay, Hong Kong on Friday,26rh September 1997 at 10:20 a.m., the f"lt;*ì;g resolutions were passed as Ordinary Resolutions:- As Ordinary Resolutions 1. "THAT the agreement for sale and purchase (t made between the Company and two inde of the entire issued share capital of and sha ("Good Kind") and Rich Country Enterprises is set out in a circular to shareholders of the has been produced to the meeting marked "4" has been produced to the meeting marked "B Chairman thereof, be and is hereby approved all such things they may consider necessary t 2. "THAT the issue of a convertible loan note(s) the outstanding amount of the Mortgage (as sale and purchase of the shares of and share (the "Note"), information relating to which i the directors of the Company are hereby au the principal amount thereunder into shares share (subject to adjusrment) and to issue and from the exercise of the subscription rights at conditions set out therein." 3. 'THAT the authorised share capital of the Company be ìncreased from HK$780,000,000 to HK$930,000,000 by the creation_ of 300,000,000 shaies bt Hrc$O.so each, such new sháres-ranking pari passu in all respects with the existing shares in the capital of the Company." (Sd.) Lam Bing Kwan Lam Bing Kwan Chairman of the Meeting
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Page 5 and 6: No. 2543 [coPY] CERTIFICATE OF INCO
Page 7 and 8: No. 2543 lk1È. COMPANIES ORDINANCE
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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 47 and 48: -m 6 "THAT:- (a) subject to paragra
Page 49: -II of which CIM Agreement.has.been
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
Page 95 and 96: *?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
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146. Every such account and balance
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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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