Memorandum and Articles - Sino

-III
Issue") as described in the circular to shareholders of the Company dated 24th August,
1992 and the warrants 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 as enlarged by the issue of warrants pursuant to the Rights
Issue, and the said approval shall be limited accordingly; and
(C) for the purpose 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;
(iÐ the expiration of the period within which the next annual general meeting of the
Company is required by law to be held; and
(iii) variation or revocation of this resolution by an ordinary resolution of the
shareholders of the Company in general meeting."
3.
"THAT conditional upon the ordinary resolution numbered I in the Notice of Extraordinary
General Meeting dated 24th August, 1992 having been passed:-
(A) subject to the following provisions of this resolution, the exercise by the directors of
the Company during the Relevant Period (as hereinafter defined) of all the powers of
the Company to allot or issue or deal with shares in the capital of the Company or
securities convertible into such shares, or options, warrants or similar rights to
subscribe for any shares in the Company or such convertible securities, and to make
or grant offers,. agreements or options which would or might require the exercise of
such powers, subject to and in accordance with all applicable laws, be and is hereby
generally and unconditionally approved in substitution for and to the exclusion of any
existing authority previously granted;
(B) the approval in sub-paragraph (A) of this resolution shall authorise the directors of
the Company during the Relevant Period to make or grant offers, agreements and
options which would or might require the exercise of such powers after the end of
the Relevant Period;
(C) the aggregate nominal amount of share capital allotted or agreed conditionally or
unconditionally to be allotted (whether pursuant to an option or otherwise) by the
directors of the Company pursuant to the approval in sub-paragraph (A) of this
resolution, otherwise than pursuant to a Rights Issue (as hereinafter defined) or the
exercise of warrants to subscribe for shares in the Company or the exercise of options
granted under any option scheme or similar arrangement foi the time being adopted
for the grant or issue to employees of the Company and/or any of its subsidiaries of
shares or rights to acquire shares of the Company, shall not exceed 20 per cent. of