Memorandum and Articles - Sino
Memorandum and Articles - Sino
Memorandum and Articles - Sino
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
-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