Memorandum and Articles - Sino

COMPANY NO.: 2543
THE COMPANIES ORDINANCE
(CHAPTER 32)
ORDINARY RESOLUTIONS
OF
SOUTtl SEA DEIJELOPIYIENT COtvlPAilY LItvlITED
'å'&#Æ-ãr'R^ãJ
PASSED ON THE 27TH DAY OF JUNE 1997
At an Fxtraordinary General Meeting of the Company held at Kellett Room, 3/F., Excelsior Hotel,
28 1 Gloucester Road, Causeway Bay, Hong Kong on Friday, 27th June 1997 at 10:00 a.m., the
following resolutions were passed as Ordinary Resolutìons:-
As Ordinar], Resolutions
1. "THAT the issue of two convertible loan notes with an aggregat€ principal amount of
HK$145,000,000 (the "Convertible Notes"), information relating to which is set out in a
circular to shareholders of the Company dated 7th June 1997, a copy of which has been
produced to the meeting marked "4" and signed for the purpose of identification by the
Chairman thereof, be and is hereby approved and the directors of the Company are hèreby
authorised to issue the Convertible Note carrying the right to convert the prinðipal amount
thereunder into shares of the Company at an initial conversion price of HK$0.S3 per share
and to issue and allot new shares in the capital of the Company arising from the exercise
of the subscription rights attaching to the Convertible Notes in accordânce with the terms
and conditions set out therein.'
2. "THAT the authorised share capital of the Company be increased from HK$700,000,000 to
HK$780,000,000 by the creation of 160,000,000 shares of HK$0.50 each, such new shares
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