Memorandum and Articles - Sino

Company No.: 2543
COMPANIES ORDINANCE (CHAPTER 32)
RESOLUTIONS
OF
SOUTH SEA DEVELOPMENT COMPANY
LIMITED
PASSED ON THE 9TH DAY OF SEPTEMBER, 1992
At an Extraordinary General Meeting of the Company held at Lotus and Peony Rooms,
3rd Floor, Hotel Victoría,200 Connaught Road Central, Hong Kong on 9th September, 1992 at
10:00 a.m., the following resolutions were passed as ordinary resolutions:
l. "T[IAT:-
(A) the authorised share capital of the Company be increased from HK$120,000,000 to
HK$400,000,000 by the creation of an additional 560,000,000 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;
(B) the directors of the Company be and are hereby authorised:-
(i)
to allot up to 460,800,000 shares of HK$0.50 each (the "Rights Shares") to the
holders of existing shares of HK$0.50 each in the Company whose names appear
on rhe register of members of the Company on 9th September, 1992 (excluding
those shareholders with registered addresses outside Hong Kong) in the proportion
of two Rights Shares for every one share then held and generally subject to the
terms and conditions set out in the circular (the "Circular") to shareholders of
rhe Company dated 24th August, 1992 (the "Rights Issue") and to do all such
acts and things as the directors of the Company consider necessary or expedient
to give effect to the foregoing arrangements;
(ii) to create warrants conferring rights to subscribe for shares of the Company at
any time from the date of issue thereof but on or before 31st December, 1994
at an initial subscription price of HK$1.20 per share subject to the terms and