Memorandum and Articles - Sino

-It
Shares in the capital of the Company as is equal to twice the number of shares of
HK$1.00 each of the Company in issue on 11th May,1992 to bE allotted and credited
as fully paid to and among the shareholders of the Company on the register of members
on llth May,1992 on the basis set out in the Circular and that the Sub-divided Shares
to be allotted and issued pursuant to this paragraph (C) of this resolution shall rank
pari passu in all respects with the Sub-divided Shares in issue upon the Sub-division
(as defined in the Circular) taking effect; and
(D) the directors of the Company be and they are hereby authorised:
(i)
to create and issue warrants ("Warrants") to subscribe at any timc on the date
of issue up to and including 31st December, 1993 for shares in the capital of
the Company at the initial subscription price of HK$2.50 per Sub-divided Share
(subject to adjustment) subject to the terms and conditions set out in the Warrant
instrument (a draft of which has been submitted to the meeting marked "B" and
signed for the purpose of identification by the Chairman thereof) and to issue
the same by way of bonus to and among the persons who were registered as
shareholders of the Company on l1th May, 1992 on the basis set out in the
Circular provided that:
(a) no fractional entitlements shall be issued as aforesaid but shall be aggregated
and sold for the benefit of the Company;
(b) in the case of persons having registered addresses outside Hong Kong, the
relevant warrants shall not be issued to such persons but shall be aggregated
and sold in the market after dealings in the 'Warrants commence and the
net proceeds of sale, after deduction of expenses, distributed to such
persons pro rata to their respective shareholdings unless the amount falling
to be distributed to any such person shall be less than HK$100 in which
case such amount shall be retained for the benefit of the Company; and
(c) the directors of the Company shall do all such acts and things as they
consider necessary or expedient to give effect to the foregoing arrangements;
and
(ii)
to allot and issue new shares in the capital of the Company arising from the
exercise of subscription rights under the 'Warrants or any of them."
(Sd.) Paul J. Hartsock
Paul J. Hartsock
Chairman of the Meeting