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Memorandum and Articles - Sino

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-II<br />

t<br />

"THAT:-<br />

(iii) the date on which the authority set out in this Resolution is revoked or varied by an<br />

ordinary resolution of the sbareholders in general meeting."<br />

(a) subject<br />

Period<br />

of the<br />

of the<br />

the Directors of the Company during the Relevant<br />

in rhe notice of this meèting¡ of ill the powers<br />

additional shares of HK$0.50 each in the capital<br />

€rs, agreements<br />

-<br />

<strong>and</strong> options which might require the<br />

exercise of such power whether during or after the end of the Relevant Period bJ<strong>and</strong> ii hereby<br />

generally <strong>and</strong> unconditionally approved; <strong>and</strong><br />

(b) the âggregate nominal amount of share capital allotted or agreed conditionally or unconditionally<br />

to be allotted (whether pursuant to an opti rn or otherwise) <strong>and</strong> issued by ihe Directors of the<br />

Company pursuant to the approval given in paragraph (a) above, otherwiie than pursuant to (i)<br />

a Rights Issue; (ii) an issue of shares as scrip dividends pursuanr to rhe <strong>Articles</strong> òf Association<br />

of the Company from time to time; or (iii) an issue of shares unde¡ any option scheme or similar<br />

arrangement for the time being adopted for the grant or issue to emplôyees of the Company<br />

<strong>and</strong>/or any of its subsidiaries of shares or rights to acquire shares of thê Company, shall not<br />

exceed 2OVo of the aggregate nominal amount of the issued share capital of the Company at<br />

the date of this Resolution <strong>and</strong> the said approval shall be limited acèordingly.<br />

"Rights Issue" means an offer of shares open for a period fixed by the Directors of the Company<br />

to the holders of shares of the Company on the register on a hxed record date in proportion<br />

to their then holdings of such shares as at that date (subject to such exclusioni oi other<br />

arrangements as the Directors of the Company may deem necessary or expedient in relation to<br />

fractional entitlements or having regard to any restrictions or obligations ùnder the laws of, or<br />

the requirements of any recognized regulatory body or any stock exchange in, any territory<br />

outside Hong Kong applicable to the Com rany)."<br />

3.<br />

"THAT, subject to the passing of the Ordinary Resolution Nos. I <strong>and</strong> 2 set out in the notice convening<br />

this meeting, the general m<strong>and</strong>ate granted to the Directors of the Company to issue <strong>and</strong> dispose of<br />

additional shares pursuant to the Ordinary Resolution No.2 set out in the notice convening this Àeeting<br />

be <strong>and</strong> is hereby extended by the addition thereto of an amount representing the aggrãgate nominal<br />

amount of the share capital of the Company repurchased by the Company unãer the ãuthórity granted<br />

pursuant to the Ordinary Resolution No.l set out in the notice convening this meeting, prouidid that<br />

such amount of shares so repurchased shall not exceed l\Vo of the aggrégate nominai amount of the<br />

issued share capital of the Company at the date of this Resolution.;<br />

(Sd.) Lam Bing Kwan<br />

Lam Bing Kwan<br />

Chairman of the Meeting

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