Memorandum and Articles - Sino

COMPANY NO.: 2543
THE COMPANIES ORDINANCE
(CHAPTER 32)
ORDINARY RESOLUTIONS
OF
SOlJTll SEA DEÌ|ELOPrvlEl¡T COtlllPA¡lY LItvlITED
'å)4æÆ- ãFR^ãl
PASSED ON THE 26TIJ DAY OF SEPTEMBER 1997
At an Extraordinary General Meeting of the Company held at Kellett Room, 3Æ., Excelsior Hotel, 281
Gloucester Road, Causeway Bay, Hong Kong on Friday" 26th September 7997 at 10:10 a.m., the following
resolutions were passed as Ordinary Resolutions:-
As Ordinary Resolutions
l. "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 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 l07o of the aggregate nomina-l 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
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