Memorandum and Articles - Sino

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COMPANY NO.: 2543 THE COMPANIES ORDINANCE (CHAPTER 32) SPECIAL AND ORDINARY RESOLUTIONS OF SOUTtl SEA DEìlELOPtlllEllT COrYlPAl'¡Y LIlìllITED 'å.;&æRãFRA;J PASSED ON THE 28TH DAy OF SEPTEMBER, 1994 At an Extraordinary General Meeting of the Company held at Orchid & Rose Rooms, 3rd Floor, Hotel Victoria, 200 Connaught Road Central, Hong Kong on Wednesday, 28th September, 1994 at 10:10 a.m., the following resolutions were passed as Special Resoluiions and òrdinary Resolutions:- As Soecial Resolutions l. A. THAT the third Clause of the Memorandum of Association of the Company be amended by adding the clause set out below as new sub-clause (q) and that the exìsting sub-clauses (q) to (y) be renumbered as (r) to (z) respectively:- "(q) To guarantee or otherwise support or secure, either with or without the Company receiving any consideration or advantage and whether or not exercised in furtheràncê of the Company's business interest and whether by personal covenant or by mortgaging or charging all or part of the undertaking, property, assets and rights (present anO iuture¡ and uncalled capital of the Company or by both such methods or by any other means whatsoever, the liabilities and obligations of and the payment of any -oneys whatsoever (including but not limited to capital, principal, premiums, interest, dividends, costs and expenses on any stocks, shares or securities) by any person, firm or company whatsoever including but not limited to any company which is for the time beìng the holding company or a subsidiary of the Company or of the Company's holding company or il otherwise associated with the Company in its business, and to act as agents for the collection, receipt or payment of money, and to enter into any contract õf indemnity or suretyship (but not in respect of fire, life and marine insurance business)."
-II- B' THAT the Articles of Association of the Company be amended by adding the following as new Article 77 and that the existing Articles 77 to 165 be renumber"d u, ZS to 166 respectively:- *7'l . p i e, if a clearing house is a member, it may .i:i',;3¿:ffi:"#i',î,"("1"ä',äi ii:l: is authorisation shall specify the number and class of shares in respect of which each such person is so authorised. A person so authorised under the provisions of this Article shall be entitled to exercise ihe same powers on behalf of the clearing house (or its nominee) which he represents or that cleaiing house (or its nominee) could exercise if it were an individual member of the Company." As Ordinarv Resolutions 2. THAT:- (a) ill åi?li:".3ilåiii.,ti:flåî"rå subs the capital of the Company on The Stock Exchange of Hong Kong Limited, in accordance with all appticãblé laws and rhe requirements of the Rules Governing the Listing of Securities òn fne Stock Exchange of Hong Kong Limited and of any other stock exchange as amended from time to tim-e, be and is hereby generally and unconditionally approved; (b) (c) 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 l0 pér cent. of tträ aggregate nominal amount of the share capital of the Company in issue ai the date of this Resolution and the warants to be repurchased pursuant to paragraph (a) above shall not exceed l0 per cent. of the aggregate amount of warrants of the Company outstanding at the date of this Resolution, and the said approval shall be limited accoi¿ingly; an¿- for the purposes of this Resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:- (i) the conclusion of the next annual general meeting of the company; (ii) the expiration of the period within which the next annual general meeting of the company is required by the Articles of Association of the company or any applicable law to be held; and (iii) the date on which the authority set out in this Resolution is revoked or varied
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No. 2543 æ,íÈ, [coPY] COMPANIES
Page 5 and 6:
No. 2543 [coPY] CERTIFICATE OF INCO
Page 7 and 8:
No. 2543 lk1È. COMPANIES ORDINANCE
Page 9 and 10:
dated 22March2005 whereby it was or
Page 11 and 12: MP 59712005 IN TI{E HIGI{ COURT OF
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 and 50: -II of which CIM Agreement.has.been
Page 51 and 52: COMPANY NO.: 2543 TIIE COMPANIES OR
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: -III ? "THAT, subject to the passin
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
Page 105 and 106: elect a chairman of their meetings,
Page 107 and 108: divisible among the members in prop
Page 109 and 110: 146. Every such account and balance
Page 111 and 112: excluded altogether or in part; but
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SCHEDTILE "A" ABOVE REFERRED TO SIN
Page 115:
Names, Add¡esses and Descriptions
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