Memorandum and Articles - Sino

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
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