Memorandum and Articles - Sino

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HCMP 59712005 IN TTIE HIGH COURT OF TTIE HONG KONG SPECIAL ADMIMSTRATWE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO. 597 of 2005 ? Z ,i,ri[ ffi of SINO-I TECHNOLOGY and IN TTIE MAITER of the Companies Ordinance (Chapter 32) BEF'ORE THE HONOT]RABLE MÄDAM JUSTICE I(WAN IN COI]RT ORDER ON PETITION UPON TIIE APPLICATION BY PETITION dated 22 March 2005 of the above-named Sino-I Technology Limited (hereinafter called "the Company") presented to this Court on22Ma¡ch 2005" AND UPON IIEARING Senior Counsel for the Company AND UPON READING the said Petition, the Order on S¡:¡rmons for Dírections -1-
dated 22March2005 whereby it was ordered that section 59(2) of the Companies Ordinance shall not apply as regards any class of creditors of the ComPanY, Affimation of Zhang Hong Ren affinned on 5 March 2005 and the exhibits referred to in the said Affrmation, Afñrmation of yu pun Hoi affirmed on22 Ma¡ch 2005 and the exhibits referred to in the said A-fürmation, 1s Affrmation of Watt Ka Po James affi¡ned on 22 March 2005, 2od Affimation of Watt Ka Po James affirmed on22 Ma¡ch 2005,3'd Affmation of Watt Ka Po James affinned on 20 May 2005 and the exhibits referred to in the said Affirmation, 1tt Affmation of So Siu Ting Andy affirmed on20 May 2005 and the exhibits refened to in the said Affinnation and the 2od Affirmation of Yu Pun Hoi affrmed on 15 June 2005 and the exhibits refened to in the said Affrmation and exhacts from the Hong Kong Standard and the Hong Kong Economic Times each dated 8 June 2005 containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day; THIS COURT ORDERS that the reduction of the capital of the Company from HK$3,000,000,000 divided into 30,000,000,000 ordinary sha¡es of HK$0'1 each to HK$300,000,000 divided into 30,000,000,000 ordinary shares of HK$0.01 each and the reduction of the Share Premium Account of the Company by HK$433,54I,062.55 both resolved on and effected by a Speciai Resolution passed at an Extraordinary General Meeting of the Company held on 16 April 2004 be and the same is hereby confirured in accordance with the provisions of the Companies Ordinance AND THIS COURT FURTHER ORDERS that the Company is at iiberty to distribute 15,756 shares of South Sea Holding Company Limited for every 10,000 shares of the Company after the said Capitat Reduction is effective. hereto. ANID THIS COURT I{EREBY APPROVES the Minute sEt fOTth iN thE SChEdUIE AND THIS COURT FURTIIER ORDERS thatthis Order be producedto Registar of Companies and that an office copy hereof be delivered to him together with a copy of the Minute. AND IT IS ORDERED that nodce of the registration by the Registar of Companies of this Order be published once in the English language in "The Standard" and once in the _t-
Page 1 and 2: )í-)i
Page 3 and 4: No. 2543 æ,íÈ, [coPY] COMPANIES
Page 5 and 6: No. 2543 [coPY] CERTIFICATE OF INCO
Page 7: No. 2543 lk1È. COMPANIES ORDINANCE
Page 11 and 12: MP 59712005 IN TI{E HIGI{ COURT OF
Page 13 and 14: pursuant to Article 87 who may only
Page 15 and 16: "subject to the rules prescribed by
Page 17 and 18: eneficially interested in shares of
Page 19 and 20: money nor shall his title to the sh
Page 21 and 22: (c) no South Sea Shares shall be di
Page 23 and 24: 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 and 76:
Company No.: 2543 COMPANIES ORDINAN
Page 77 and 78:
SPECIAL RESOLUTION OF SOUTH SEA TEX
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(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
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-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
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*?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
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(F) If any question arises at any m
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elect a chairman of their meetings,
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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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