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Memorandum and Articles - Sino

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13. Save as herein otherwise provided, the Company shall be entitled to treat the registered Trusts.nor<br />

holder of any share as the absolute owner thereof, <strong>and</strong> accordingly shall not, except as ordered by recognised<br />

a court of competent jurisdiction, or as by Ordinance required, be bound to recognise any equitable<br />

or other claim to, or interest in, such share on the part of any other person.<br />

Certificates<br />

*I4. Every certificate for shares or debentures shall be issued under the seal of the Company<br />

<strong>and</strong> shall be signed by two Directors of the Company, one of whom shall be the Managing Director<br />

or an Assistant Managing Director, or by such other person or persons as the Directors shall from<br />

time to time appoint, <strong>and</strong> every such signature shall be autographic unless there shall be for the<br />

time being in force a resolution of the Directors adopting some method or system of mechanical<br />

signatures which is controlled by (or the use of which is by such resolution restricted to certif,rcates<br />

which have been approved for sealing by) the Auditors, Registrars, transfer Auditors or Bankers of<br />

the Company, in which event any such signature may be effected in accordance with such resolution<br />

by the method or system so adopted.<br />

*Amended by Special Resolution passed on 111811969.<br />

* 15. Every member shall be entitled to one certificate for the shares registered ìn his name, or if<br />

the Directors so approve (upon paying such fee as the Directors may from time to time determine), to<br />

several certificates, each for one or more of such shares, <strong>and</strong> the Company shall complete such<br />

certificates within two months after allotrnent thereof to him, or within ten business days after the date<br />

on which a transfer thereof has been lodged with the Company in compliance with Section 70 of the<br />

Ordinance.<br />

+ Amended by Special Resolution passed on 111612004'<br />

*16. If any certificate be worn out or defaced then, upon production thereof to the Directors they<br />

may order the same to be cancelled, <strong>and</strong> may issue a new certificate in lieu thereof, <strong>and</strong> if any<br />

certificate be lost or destroyed, then, upon proof thereof to the satisfaction of the Directors <strong>and</strong> on<br />

such indemnity as the Directors deem adequate being given, <strong>and</strong> upon payment of the costs <strong>and</strong><br />

expenses incurred by the Company, a new certificate in lieu thereof shall be given to the party entitled<br />

to such lost or destroyed certificate. For every certificate issued under this Article there shall be<br />

paid to the Company the sum of HK$2.50 or such other amount as prescribed by any applicable<br />

laws or by the stock exchange in Hong Kong from time to time.<br />

*Amended by Special Resolution passed on 231911996.<br />

I7. The certificate of shares registered in the names of two or more persons shall, unless<br />

otherwise directed by them, be delivered to the person first named on the Register.<br />

Calls<br />

18. The Directors may, from time to time, make such calls as they think fit upon the members<br />

in respect of all moneys unpaid on the shares held by them respectively, <strong>and</strong> not by the conditions<br />

of allotment thereof made payable at fixed times, <strong>and</strong> such member shall pay the amount of every<br />

call so made on him to the persons <strong>and</strong> at the times <strong>and</strong> places appointed by the Dìrectors. A call<br />

may be made payable by instalments.<br />

19. A call shall be deemed to have been made at the time when the resolution of the Directors<br />

authorising such call was passed.<br />

20. Seven days' notice of any call shall be given specifying the time <strong>and</strong> place of payment, <strong>and</strong><br />

to whom such call shall be paid provided that before the time for payment of such call the Directors<br />

may, by notice in writing to the members, revoke the same or extend the time for payment thereof.<br />

Zl. If by the terms of the issue of any share or otherwise any amount is made payable at any<br />

fixed time or by instalments at fixed times, whether on account of the amount of the share or by<br />

way of premium, every such amount or instalment shall be payable as if it were a call duly made<br />

by the Directors <strong>and</strong> of which due notice had been given, <strong>and</strong> all the provisions herein contained<br />

in respect of calls shall relate to such amount or instalment accordingly.<br />

Certificates<br />

Members'<br />

right to<br />

certificates<br />

New<br />

Certificates<br />

To which of<br />

joint holders<br />

certificates<br />

to be issued<br />

Calls how<br />

made<br />

'lVhere call<br />

to be paid<br />

'When call dæmed<br />

to have been<br />

made<br />

Notice of call<br />

to be given<br />

Amount<br />

payabie at<br />

fixed times<br />

or by instalments<br />

payable<br />

as calls<br />

-8-

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