Memorandum and Articles - Sino

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SOUTH SEA TEXTILE MANUFACTURING COMPANY, LIMITED Special Resolutions The Companies Ordinance Cap.32 Passed on the 29th day of June, 1990 At the Annual General Meeting of SOUTH SEA TEXTILE MANUFACTURING COMPANy, LIMITED held at The Tower Club, 17lF Silvercord Tower II, 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong on 29th June, 1990 at l2:00 noon, the following resolutions were passed as Special Resolutions:- 'That the following amendments be made to the Articles of Association of the Company:- A. That the words "(except fully-paid shares)" be inserted between the word "lien" and "upon" in the second line of Article 33. B. That the words "Apart from the aforesaid, fully-paid shares shall be free from any restriction on the right of transfer." be inserted at the end of Article 37. C. That the words "but that the member shall not be entitled to participate in a dividend subsequently declared in respect of the said shares" be inserted between the word "advance" and "and" in the tenth line of Article 24. D. That the word "five" in the sixth line of Article 141 be deleted and substituted by the word "six". E. That the words from "but" in the twenty-fifth line of Articte 91 to the end of the sentence be deleted and substituted by the following new paragraph:- "except on the following resolutions:-
(a) -IIthe giving of any security or indemnity either:- (i) to the director in respecr of money lent or obligations incurred by him at the request of or for the benefit of the Company; or (ii) to a third party in respect of a debt or obligation of the company for which the director has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security; (b) any proposal concerning an offer of shares or debentures or other securities of or by the company for subscription or purchase where the director is or is to be interested as a participant in the underwriting or sub-underwriting of the offer; (c) any proposal concerning any other company in which the director is interested, directly or indirectly, whether as an officer or shareholder, provided that he, together with any of his associates, is not bsneficially interested in fivc per cent, or more of the issued shares of any class of such company or of the voting rights; (d) any proposal concerning the adoption, modification or operation of any employees' share scheme under which he may benefit. In a situation where a director is entitled to vote, he would also be entitled to form part of the quorum and vice versa." F. G. H. That the sentence "A director interested is to be counted in a quorum notwithstanding his interest." be deleted from Article 105. That the words "(including a managing or other executive director, but without prejudice to any claim for damages under any contract)" be inserted between the word "director" and "before" in the third line of Article 98. That Article 99 be deleted and substituted by the following new paragraph:- "99. The minimum period required of the notice to the Company of the intenrion to proPose a person for election as a director, not being a retiring director, and notice to the Company by such person of his willingness to be elected, will be at least seven days and that the latest date for lodgement of such notices will be not more than seven days prior to the date of the meeting appointed for such election." That the word "seven" in the second line of Article 146 be deleted and substituted by the word "twenty-one".
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No. 2543 æ,íÈ, [coPY] COMPANIES
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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
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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 and 76: Company No.: 2543 COMPANIES ORDINAN
Page 77: SPECIAL RESOLUTION OF SOUTH SEA TEX
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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