Memorandum and Articles - Sino

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-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
SPECIAL RESOLUTION OF SOUTH SEA TEXTILE MANUFACTURING COMPANY, LIMITED + :È******¡k'F{.*{
Page 1 and 2:
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No. 2543 æ,íÈ, [coPY] COMPANIES
Page 5 and 6:
No. 2543 [coPY] CERTIFICATE OF INCO
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No. 2543 lk1È. COMPANIES ORDINANCE
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dated 22March2005 whereby it was or
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MP 59712005 IN TI{E HIGI{ COURT OF
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pursuant to Article 87 who may only
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"subject to the rules prescribed by
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eneficially interested in shares of
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money nor shall his title to the sh
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(c) no South Sea Shares shall be di
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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 and 62: -III ? "THAT, subject to the passin
Page 63 and 64: -II- B' THAT the Articles of Associ
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: Company No.: 2543 COMPANIES ORDINAN
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
Page 113 and 114: SCHEDTILE "A" ABOVE REFERRED TO SIN
Page 115: Names, Add¡esses and Descriptions
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Memorandum and Articles - Sino

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